November 12, 2020, dMY effected a 1:1.1 stock split of the Class B Stock, resulting in an aggregate of 7,906,250 shares outstanding. All shares and associated amounts have been retroactively
restated to reflect the stock split.
The Sponsor agreed to forfeit up to 1,031,250 Founder Shares to the extent that the over-allotment option was not
exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of dMYs issued and outstanding shares after the dMY IPO. On November 17, 2020, the underwriters partially exercised their over-allotment option to
purchase 2,500,000 Public Units; thus, only 406,250 Founder Shares were forfeited, resulting in an aggregate of 7,500,000 Founder Shares outstanding.
The
Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or earlier if, subsequent
to the Business Combination, the closing price of the Class A Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after the initial Business Combination and (B) the date following the completion of the Business Combination on which IonQ completes a liquidation, merger,
capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Common Stock for cash, securities or other property.
Private Warrants
Simultaneously with the closing of the
dMY IPO, dMY consummated the Private Placement of 4,000,000 Private Warrants at a price of $2.00 per Private Warrant to the Sponsor, generating gross proceeds of $8.0 million (including approximately $7.95 million in cash and approximately
$50,000 in subscription receivable).
Each whole Private Warrant is exercisable for one whole share of Class A Stock at a price of $11.50 per share.
A portion of the proceeds from the sale of the Private Warrants to the Sponsor was added to the proceeds from the dMY IPO held in the Trust Account. The Private Warrants are non-redeemable for cash and exercisable on a cashless basis so long as they
are held by the Sponsor or its permitted transferees. The Sponsor exercised the Private Warrants on a cashless basis in December 2021 and received 2.2 million shares of our common stock.
Related Party Loans
On September 14, 2020, the
Sponsor agreed to loan dMY an aggregate of up to $200,000 to cover expenses related to the dMY IPO pursuant to the Note. This loan was non-interest bearing and was paid off upon the completion of the dMY IPO.
Administrative Services Agreement
dMY entered into an
agreement that provides that, commencing on the date of the dMY IPO continuing until the earlier of dMYs consummation of an initial business combination and dMYs liquidation, dMY paid the Sponsor a total of $10,000 per month for office
space, secretarial and administrative services provided to members of dMYs management team.
The Sponsor, executive officers and directors, or any
of their respective affiliates were reimbursed for any out-of-pocket expenses incurred in connection with activities on dMYs behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
dMYs audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or dMYs or their affiliates.
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