dMY Technology Group, Inc. VI
LIQUIDATION – 4/5/23 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be April 5, 2023.
- The per-share redemption price was not mentioned
The below-announced combination was terminated on 4/5/23. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Rainwater Tech [TERMINATED]
ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: RANY
dMY Technology Group, Inc. VI proposes to combine with Rainwater Tech.
Rainwater Tech was founded to provide the world with reliable access to water, one of life’s most important resources. To achieve this mission, Rainwater Tech aims to develop, manufacture and commercialize ionization rainfall generation technology. This weather modification technology seeks to provide the world with reliable access to water, and transform business, society and the planet for the better.
SUBSEQUENT EVENT – 4/3/23 – LINK
- Forward Purchase Agreement
- The SPAC entered into an agreement with Meteora Capital Partners
- 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 (the “Subject Shares”).
- Meteora has agreed to waive any redemption rights with respect to any Subject Shares in connection with the Business Combination.
- The Forward Purchase Agreement provides that no later than the earlier of
- (a) one business day after the closing of the Business Combination and
- (b) the date any assets from dMY VI’s trust account are disbursed in connection with the Business Combination (the “Prepayment Date”), the Combined Company will pay to Meteora, out of funds held in its Trust Account, an amount (the “Prepayment Amount”) equal to
- (x) $10.231888 (the “Initial Price”) multiplied by
- (y) the number of Subject Shares on the date of such prepayment less the Prepayment Shortfall.
- The Prepayment Shortfall is equal to the lesser of
- (i) five percent of the product of
- (x) the Subject Shares multiplied by
- (y) the Initial Price and
- (ii) $1,000,000.
- (i) five percent of the product of
- The Company also agreed to pay to Meteora in cash an amount equal to the product of
- (x) the Prepayment Amount, multiplied by
- (y) 0.50% (the “Cash Consideration”) by no later than the Prepayment Date directly from the Trust Account.
- The Cash Consideration is subject to a floor of $200,000.
- Meteora may, at its discretion and at any time following the closing of the Business Combination, provide an Optional Early Termination notice (“OET Notice”) and pay to the Combined Company the product of the “Reset Price” and the number of Class A Shares listed on the OET Notice.
- The Reset Price shall initially equal the Initial Price.
- The Initial Price shall be adjusted on the first scheduled trading date of each two-week period commencing on the first week following the 30th day after the closing of the Business Combination to the lowest of
- (i) the current Reset Price
- (ii) the Initial Price and
- (iii) 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 price may be reduced below the $7.50 floor.
- The Forward Purchase Agreement matures on the earlier to occur of
- (a) three years after the closing of the Business Combination, and
- (b) the date specified by Meteora in a written notice delivered at Meteora’s discretion if
- (i) the VWAP of the Class A Shares during 10 out of 30 consecutive trading days is at or below $5.00 per Share, or
- (ii) the Class A Shares are delisted from a national securities exchange.
- At maturity, Meteora will be entitled to receive maturity consideration in cash or shares.
- The maturity consideration will equal the product of
- (1) (a) the number of Subject Shares less
- (b) the number of Terminated Shares, multiplied by
- (2) $1.00 in the event of payment in cash or, in the event of payment in shares, $2.00; and $2.50, solely in the event the Combined Company fails to file a registration statement and register for resale the Subject Shares within the timeframes specified in the Forward Purchase Agreement.
- (1) (a) the number of Subject Shares less
- Any remaining Subject Shares subject to the Forward Purchase Agreement will be transferred to the Combined Company net of the Maturity Consideration due to Meteora.
SUBSEQUENT EVENT – 1/26/23 – LINK
- The SPAC announced that it has today commenced a tender offer to purchase up to 24,150,000 of its shares of Class A common stock.
- On January 25, 2023 the closing price of the Common Stock was $10.08 per share.
- The Tender Offer will expire at 5:00 p.m. New York City time on February 24, 2023 unless extended or earlier terminated by the Company (the “Expiration Date”).
TRANSACTION
- The transaction is expected to result in a pro forma valuation of $200 million.
- After paying transaction expenses and the cash consideration, the balance of approximately $241 million in cash held in dMY VI’s trust account (assuming no redemptions), will be used for funding development, innovation and commercial scale.
SPAC FUNDING
- There is no additional funding for this deal at this time.
LOCK-UP
- Company and Sponsor
- Two years after the Closing
NOTABLE CONDITIONS TO CLOSING
- The transaction has no minimum cash condition
NOTABLE CONDITIONS TO TERMINATION
- By Rainwater Tech or dMY VI if the Closing has not occurred by July 31, 2023 (the “Outside Date”)
ADVISORS
- TCF Law Group PLLC is acting as legal counsel to Rainwater Tech.
- Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel to dMY VI.
MANAGEMENT & BOARD
Executive Officers
Niccolo de Masi, 40
Chief Executive Officer and Director
Niccolo de Masi has been Chief Executive Officer and a director since April 16, 2021. Mr. de Masi is also the chief executive officer and director of dMY III and dMY IV, co-chairman of AdMY and director of Rush Street Interactive and of Genius Sports Limited. Mr. de Masi is also the non-executive chairman of June UK Topco Jersey Limited, of which Jagex Limited is a wholly-owned indirect subsidiary. Mr. de Masi was a member of the board of directors of Glu, from January 2010 to April 2021, and served as chairman from December 2014 to April 2021, as interim chairman from July 2014 to December 2014 and as president and chief executive officer from January 2010 to November 2016. Mr. de Masi was the chief innovation officer at Resideo Technologies, Inc. (NYSE: REZI) from February 2019 to March 2020, a member of its board of directors from October 2018 until January 2020, and was president of products and solutions from February 2019 until January 2020. Mr. de Masi served as the president of Essential from November 2016 to October 2018. Mr. de Masi served on the board of directors of Xura and its audit committee from November 2015 until August 2016. From 2008 to 2009, Mr. de Masi led Hands-On Mobile as its chief executive officer. From 2004 to 2007, Mr. de Masi was the chief executive officer of Monstermob. Mr. de Masi serves on the Leadership Council of the UCLA Grand Challenges. Mr. de Masi received his B.A. and MSci. degrees in physics from Cambridge University.
Board of Directors
Harry L. You, 61
Chairman and Director
Harry L. You has been Chairman and a director since April 16, 2021. Mr. You is also the chairman of dMY III and dMY IV, co-chairman of AdMY and a director of Rush Street Interactive and of Genius Sports Limited. Mr. You served as the executive vice president of EMC (formerly NYSE: EMC) in the office of the chairman from 2008 to 2016. From 2008 to 2016, Mr. You served as the executive vice president of EMC in the office of the chairman. In September 2016, Mr. You founded GTY (Nasdaq: GTYH), in which Mr. You served as its president, chief financial officer and director until February 2019 when GTY consummated its initial business combination, served as its president from February 2019 to May 2019 and as its chief financial officer from February 2019 through August 2019, and has served as its vice chairman since May 2019. Mr. You also served as GTY’s president from May 7, 2019 to May 20, 2019. Mr. You served as a director of Korn/Ferry International from 2004 to October 2016 and has been a trustee of the U.S. Olympic Committee Foundation since August 2016. Mr. You was chief executive officer of BearingPoint from 2005 to 2007. He also served as BearingPoint’s interim chief financial officer from 2005 to 2006. From 2004 to 2005, Mr. You served as executive vice president and chief financial officer of Oracle (NYSE: ORCL), and was also a member of the board of directors of Oracle Japan. From 2001 to 2004, Mr. You served as chief financial officer of Accenture. Mr. You also previously spent fourteen years on Wall Street, including serving as a managing director in the Investment Banking Division of Morgan Stanley, where he headed the Computer and Business Services Group. Mr. You has served as a member of the board of directors of Broadcom Inc. (Nasdaq: AVGO) since January 2019. Mr. You holds an M.A. in Economics from Yale University and a B.A. in Economics from Harvard College.
Gabrielle Toledano, 54
Director
Gabrielle Toledano has been a director since April 16, 2021. Since March 2021 and from January 2020 to January 2021, Ms. Toledano has served as Chief Operating Officer at Keystone Strategy LLC, a strategy and economics consulting firm. From January 2021 to March 2021, Ms. Toledano served as Chief Talent Officer of ServiceNow Inc., a software company. Prior to that, Ms. Toledano served as an Executive in Residence for Comcast Ventures LLC, a corporate venture capital firm, from January 2019 to December 2019. From May 2017 to October 2018, Ms. Toledano served as the Chief People Officer of Tesla Inc. (NASDAQ: TSLA), a manufacturer of electric vehicles and energy storage products. From December 2016 to May 2017, Ms. Toledano served as an Advisor to, and from February 2006 to December 2016 as the Chief Talent Officer and Executive Vice President at Electronic Arts Inc. (NASDAQ: EA). From February 2017 to March 2017, she served as a consultant to Slack Technologies, Inc. (NYSE: WORK), a software company. Prior to joining Electronic Arts, from 2002 to 2006, Ms. Toledano served as Chief Human Resources Officer at Siebel Systems, Inc., a supplier of customer software solutions and services. From 1991 to 2002, Ms. Toledano served in various human resources positions at Microsoft Corporation (NASDAQ: MSFT) and Oracle Corporation (NYSE: ORCL). Ms. Toledano has served as a director of Better.com since April 2021, Bose Corporation since June 2020, Namely, Inc. since February 2019. Prior to her current boards, Ms. Toledano served on the boards of Glu from December 2017 to April 2021, Visier Inc. from May 2014 to January 2021, TalentSky Inc. from January 2015 to January 2019, Jhana Software from November 2016 to July 2017, Jive Software, Inc. from November 2015 to June 2017, Big City Mountaineers Inc. from May 2011 to September 2014, and the Society of Human Resource Management (SHRM) from February 2009 to July 2011. In addition, Ms. Toledano has advised several technology companies in the Human Capital Management space, including Opendoor Technologies Inc. (NASDAQ: OPEN), an online company for transacting in residential real estate, Lucid Holdings, LLC, a market research platform company, Collective Health, Inc., a healthcare platform company, Espresa, Inc., an employee culture benefits platform company, and Betterworks Systems, Inc., an enterprise collaboration platform provider. Ms. Toledano holds a B.A. in modern thought and literature and an M.A. in education from Stanford University.
Becky Ann Hughes, 41
Director Nominee
Becky Ann Hughes will serve on the board of directors following the completion of this offering. Ms. Hughes currently serves as Senior Vice President of Growth for Glu within Electronic Arts Inc. Her primary responsibilities include setting strategy for player-centric growth, guiding investment decisions for performance-based marketing, and leading transformation initiatives across Marketing, Analytics & Data Science, Central Technology, Consumer Research, and Customer Care. Prior to her current role, Ms. Hughes served as a public officer and Senior Vice President of Growth for Glu, reporting to the Chief Executive Officer. Prior to this, Ms. Hughes served as Vice President & General Manager of the GluPlay Studio, leading the product vision for new games and live operations including the products Diner DASH, Cooking DASH, and Restaurant DASH with Gordon Ramsay. Prior to Glu, Becky Ann led data-driven transformation in both the gaming and restaurant industries. At PlayFirst, Inc., the originator of the “DASH” franchise, she served as Vice President & Co-Head of Studio, leading a business model change from premium to free-to-play and a platform transition from PC to mobile devices. Ms. Hughes holds a Bachelor of Science degree in Business from San Jose State University and will graduate with an MBA from The Wharton School at the University of Pennsylvania in May 2021.
Darla Anderson, 61
Director Nominee
Darla K. Anderson will serve on the board of directors following the completion of this offering. Ms. Anderson is an Academy Award and Golden Globe winning feature film producer. From 1993 to March 2018, Ms. Anderson was a producer at Pixar Animation Studios, where she produced films such as “Coco,” “Toy Story 3,” “Cars,” “A Bug’s Life,” “Monsters, Inc.” Following her tenure at Pixar, Ms. Anderson joined Netflix as a producer. Ms. Anderson was elected to the Producers Council Board of the Producers Guild of America in July 2008. Prior to joining Pixar, Ms. Anderson worked with Angel Studios as the executive producer of their commercial division. Ms. Anderson served as a member of the board of directors of Glu (Nasdaq: GLUU) from March 2019 to April 2021 and is currently a director of dMY III, dMY IV and AdMY. Ms. Anderson holds a Bachelor of Arts degree in Environmental Science from San Diego State University.
Francesca Luthi, 45
Director Nominee
Francesca Luthi will serve on the board of directors following the completion of this offering. Ms. Luthi currently serves as the executive vice president and chief administrative officer at Assurant, Inc. since June 2020. After joining Assurant in 2012, Ms. Luthi was the senior vice president of investor relations, marketing and communications from 2014 until 2015, and the chief communications and marketing officer from 2016 to 2020. Prior to joining Assurant, Ms. Luthi served as the senior vice president of corporate communication and investor relations at Accretive Health. Before this, Ms. Luthi held senior-level investor relations and communication roles at BearingPoint and Accenture. Ms. Luthi also helped establish the investor relations department at Omnicom Group after serving as a financial analyst in the Investment Banking Division at Morgan Stanley. Ms. Luthi is currently a director of dMY III, dMY IV and AdMY. Ms. Luthi holds a Bachelor of Science degree in Economics from Georgetown University’s School of Foreign Service.