dMY Technology Group, Inc. VI (NYSE:DMYS) announced in an 8-K this morning that it has entered into a forward purchase agreement with Meteora in connection to its business combination with rainfall generation technology Rainwater Tech.
Pursuant to the agreement, Meteora has agreed to purchase up to 6,000,000 Class A Shares in the open market through a broker, including those who previously elected to tender their shares and subsequently withdrew their tender, and has agreed to waive any redemption rights.
No later than the earlier of one business day after closing the business combination with Rain Enhancement and the date any assets from dMY VI’s trust are disbursed, the combined company will pay Meteora a prepayment amount equal to $10.231888 multiplied by the number of subject shares on the date of the prepayment less the prepayment shortfall, which will be equal to the lesser of 5% of the product of the shares multiplied by the initial price and $1 million.
dMY VI also agreed to pay Meteora in cash an amount equal to the product of the prepayment amount, multiplied by 0.50% no later than the prepayment date directly from its trust. The cash consideration is subject to a floor of $200,000.
But, Meteora may, at its discretion and at any time following the closing of the deal, provide an optional early termination notice and pay the product of the “reset price”, which is equal to the initial price, and the number of Class A Shares listed on the notice. The initial price will be adjusted on the first trading date of each two-week period starting on the first week following the 30th day after the closing of the deal to the lowest of the current reset price, the initial price and the VWAP of Class A Shares of the prior two week period, subject to a $7.50 floor. The reset price may be further reduced pursuant to a dilutive offering reset, which may be reduced below the $7.50 floor.
The FPA matures on the earlier to occur of three years after the closing of the transaction, and the date specified by Meteora in a written notice if the VWAP of the Class A Shares during 10 out of 30 consecutive trading days is at or below $5.00 per share, or the shares are delisted.
At maturity, Meteora will be entitled to receive maturity consideration in cash or shares. If it is paid in cash, the maturity consideration will equal the product of the number of subject shares less the number of terminated shares, multiplied by $1.00, but in the event of payment in shares, it will be multiplied by $2.00; and $2.50, solely in the event the combined company fails to file a registration statement within the timeframes specified.
Any remaining subject shares subject to the FPA will be transferred to the combined company net of the maturity consideration due to Meteora.
dMY VI announced its $200 million combination with Rainwater Tech in December 2022. The SPAC brings $241 million into the deal through its current trust and has not yet supplemented this with a PIPE. Austin, Texas-based Rain Enhancement Technologies aims to provide the world with reliable access to water through the development and commercialization of rainfall generation technology.