Item 7.01 Regulation FD Disclosure.
In connection with the previously announced business combination (the "Business
Combination") between
The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination,
Participants in the Solicitation
dMY and its directors and executive officers may be deemed participants in the
solicitation of proxies from dMY's stockholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in dMY is contained in the Registration Statement
on Form S-1, which was filed by dMY with the
GSG's directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of dMY in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the Registration Statement when available.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. These forward-looking statements include, without limitation, dMY and GSG's and NewCo's expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination, the satisfaction of the closing conditions to the proposed Business Combination and the timing of the completion of the
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Business Combination. For example, projections of future enterprise value, revenue and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by dMY and its management, NewCo and GSG and their
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations include, but are
not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of negotiations and any subsequent
definitive agreements with respect to the Business Combination; (2) the outcome
of any legal proceedings that may be instituted against dMY, GSG, the combined
company or others; (3) the inability to complete the Business Combination due to
the failure to obtain approval of the shareholders of dMY, to obtain financing
to complete the Business Combination or to satisfy other conditions to closing;
(4) changes to the proposed structure of the Business Combination that may be
required or appropriate as a result of applicable laws or regulations; (5) the
ability to meet stock exchange listing standards following the consummation of
the Business Combination; (6) the risk that the Business Combination disrupts
current plans and operations of dMY or GSG's as a result of the announcement and
consummation of the Business Combination; (7) the ability to recognize the
anticipated benefits of the Business Combination, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers
and retain its management and key employees; (8) costs related to the Business
Combination; (9) changes in applicable laws or regulations; (10) the possibility
that dMY, GSG or the combined company may be adversely affected by other
economic, business, and/or competitive factors; (11) the impact of COVID-19 on
the Company's business and/or the ability of the parties to complete the
proposed business combination; (12) GSG's estimates of expenses and
profitability and underlying assumptions with respect to stockholder redemptions
and purchase price and other adjustments; and (12) other risks and uncertainties
set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in dMY's final prospectus relating to its initial
public offering dated
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. None of dMY, GSG's or NewCo undertake any duty to update these forward-looking statements.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedDecember 1, 2020 .
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