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Item 2. Management’s Discussion and Analysis

2021-11-15 compared with 2021-08-16 · 26 added, 22 removed, 126 unchanged (28% of the section changed)

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References to the “Company,” “dMY IV,” “our,” “us” or “we” refer to dMY Technology Group, Inc.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

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If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 9, 2023 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to

the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The issuance of additional shares in connection with a business combination to the owners of the target or other investors:

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Going Concern Consideration

As of June 30, 2021, we had approximately $229,000 in cash, approximately $58,000 of interest income available in the Trust Account to pay for taxes and working capital deficiency of approximately $323,000 (not taking into account tax obligations of approximately $100,000 that may be paid using investment income earned in Trust Account).

As of September 30, 2021, we had approximately $76,000 in cash, approximately $99,000 of interest income available in the Trust Account to pay for taxes and a working capital deficit of approximately $3.7 million (not taking into account tax obligations of approximately $150,000 that may be paid using investment income earned in Trust Account).

Further, we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.

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Based on the foregoing, management believes that we will not have sufficient working capital to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing.

The accompanying unaudited condensed financial statements have been prepared assuming we will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

Our management continues to evaluate the impact of the COVID-19

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Results of Operations

Our entire activity since inception through June 30, 2021 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

Our entire activity since inception through September 30, 2021 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination.

We have neither engaged in any operations nor generated any revenues to date.

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We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2021, we had a net loss of approximately $236,000, which consisted of approximately $3.1 million in general and administrative expenses, $50,000 of franchise tax expense, and which was partially offset by approximately $7,000 in interest income and net gain on investments held in the Trust Account, and decrease from changes in fair value of derivative warrant liabilities of approximately $2.9 million.

For the six months ended June 30, 2021, we had a net loss of approximately $14.8 million, which consisted of approximately $3.4 million in general and administrative expenses, approximately $100,000 of franchise tax expense, approximately $14.1 million in loss upon issuance of private placement warrants, offering costs associated with derivative warrant liabilities of approximately $711,000, and which was partially offset by approximately $58,000 in interest income and net gain on investments held in the Trust Account, and decrease from changes in fair value of derivative warrant liabilities of approximately $3.4 million.

For the three months ended September 30, 2021, we had a net loss of approximately $6.6 million, which consisted of approximately $3.9 million in general and administrative expenses, $50,000 of franchise tax expense, and a non-operating

loss of approximately $2.7 million resulting from the change in fair value of derivative warrant liabilities, which was partially offset by approximately $41,000 in interest income and net gain on investments held in the Trust Account.

For the nine months ended September 30, 2021, we had a net loss of approximately $14 million, which consisted of approximately $7.3 million in general and administrative expenses, approximately $150,000 of franchise tax expense, a non-operating

loss of approximately $14.1 million incurred upon the issuance of private placement warrants, and offering costs associated with derivative warrant liabilities of approximately $0.7 million, which was partially offset by approximately $99,000 in interest income and net gain on investments held in the Trust Account, and a non-operating

gain of approximately $0.7 million resulting from a decrease in fair value of derivative warrant liabilities.

Contractual Obligations

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Commencing on the date that our securities were first listed on New York Stock Exchange in March 2021 and continuing until the earlier of our consummation of a Business Combination or our liquidation, we agreed to pay our Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of our management team.

For the three and six months ended June 30, 2021, we accrued $30,000 and $40,000, respectively, in connection with such services in the accompanying unaudited condensed statements of operations.

For the three and nine months ended September 30, 2021, we accrued $30,000 and $70,000, respectively, in connection with such services in the accompanying unaudited condensed consolidated statements of operations.

Our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

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Our investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Trading securities are presented on the unaudited condensed consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest held in Trust Account in the accompanying statements of operations.

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Derivative Financial Instruments

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued

at each reporting date, with changes in the fair value reported in the statements of operations.

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Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.

We account for our Class A common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity.

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Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.

Accordingly, as of June 30, 2021, 29,409,254 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our condensed balance sheet.

Net Loss Per Common Share

The Company’s condensed statements of operations include a presentation of net loss per share for Class A common stock subject to possible redemption in a manner similar to the two-class

method of net loss per common stock.

Net loss per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods.

Net loss per common stock, basic and diluted, for Class B common stock is calculated by dividing the net loss, adjusted for income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods.

Class B common stock do not have any redemption features and do not participate in the income earned on the Trust Account.

The calculation of diluted net loss per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the period and therefore the inclusion of such warrants would be anti-dilutive.

Accordingly, as of September 30, 2021, 34,500,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our condensed consolidated balance sheets.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in

capital (to the extend available) and accumulated deficit.

Net Income (Loss) Per Share of Common Stock

We have two classes of shares, which are referred to as Class A common stock and Class B common stock.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 12,833,333 shares of common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021.

Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.

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Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Our management does not believe there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, that would have a material effect on our unaudited condensed financial statements.

Sheet Arrangements

As of June 30, 2021, we did not have any off-balance

As of September 30, 2021, we did not have any off-balance

sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis