We paid a total of $6,000,000 in underwriting fees and $460,000 for other costs and expenses related to the
initial public offering. In addition, the underwriters agreed to defer $10,500,000 in underwriting fees.
Item 6.
Selected Financial Data.
Not applicable.
Item 7. Managements Discussion and Analysis.
References to we, us, our or the
Company are to dMY Technology Group, Inc. III, except where the context requires otherwise. The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this Annual
Report on Form 10-K.
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K includes forward-looking statements within the meaning
of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, could, would, expect,
plan, anticipate, believe, estimate, continue, or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not
limited to, those described in our other U.S. Securities and Exchange Commission (SEC) filings.
In this Annual Report Form 10-K for the
year ended December 31, 2020, we are restating our audited financial statements as of, and for the period ended December 31, 2020.
The restatement
results from our prior accounting for our outstanding warrants to purchase comment stock issued in connection with our initial public offering on November 17, 2020 which had been classified as a component of equity on the premise that the
instruments were indexed to our own stock and were eligible to be accounted for as equity instruments instead of classifying them as derivative liabilities.
On April 12, 2021, the staff of the Securities and Exchange Commission (the SEC Staff) issued a public statement entitled Staff Statement on
Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (SPACs) (the SEC Staff Statement). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and
conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPACs balance sheet as opposed to equity. Since issuance on November 17, 2020, our warrants were accounted for as equity within our balance
sheet, and after discussion and evaluation, including with our independent auditors, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement.
Therefore, the Audit Committee, in consultation with its management, concluded that the Companys (i) previously issued audited balance sheet dated as of
November 17, 2020 which was related to its initial public offering, (ii) audited financial statements as of December 31, 2020 and for the period from September 14, 2020 (inception) through December 31, 2020 as reported in the Companys Annual
Report on Form 10-K filed with the SEC on March 25, 2021 (the Affected Period) should be restated because of a misapplication in the guidance around accounting for the Warrants and should no longer be relied upon and that it is
appropriate to restate the Annual Report. The Company will file an amendment to the Annual Report, which will include the restated audited financial statements for the Affected Periods.
The Company has not amended its previously filed Current Report on Form 8-K for the Affected Period. The financial information that has been previously filed
or otherwise reported for these period is superseded by the information in this Annual Report, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.
Historically, our outstanding warrants to purchase common stock (the Warrants) were reflected as a component of equity as opposed to liabilities
on the balance sheet and the statement of operations did not include the subsequent non-cash changes in estimated fair value of the Warrants, based on our application of Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) Topic 815-40, Derivatives and Hedging, Contracts in Entitys Own Equity (ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with the Companys historical interpretation of
the specific provisions within its warrant agreement and the Companys application of ASC 815-40 to the warrant agreement. We reassessed our accounting for Warrants issued on November 16, 2020, in light of the SEC Staffs published views.
Based on this reassessment, we determined that the Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in our Statement of Operations each reporting period.
Our accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on our previously reported revenue,
operating expenses, operating income, cash flows, cash or investments held in the Trust Account.
In connection with the restatement, our management
reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, we determined that its disclosure controls and procedures for such periods were not effective with
respect to the classification of the Companys Warrants as components of equity instead of as derivative liabilities. For more information, see Item 9A included in this Annual Report on Form 10-K.
The financial information that has been previously filed or otherwise reported for the period is superseded by the information in this Annual Report on Form
10-K, and the financial statements and related financial information contained in such previously filed reports should no longer be relied upon.
The
restatement is more fully described in Note 2 of the notes to the financial statements included herein.
Overview
We are a blank check company incorporated in Delaware on September 14, 2020 for the purpose of effecting a merger, capital stock exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses (the Business Combination). Our sponsor is dMY Sponsor III LLC, a Delaware limited liability company (our Sponsor).
Our registration statement for our Initial Public Offering (the Initial Public Offering) became effective on November 12,
2020. On November 17, 2020, we consummated the Initial Public Offering of 30,000,000 units (Units and, with respect to the Class A common stock included in the Units being offered, the Public Shares),
including the 2,500,000 Units as a result of the underwriters partial exercise of their over-allotment option (the Over-Allotment Units), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering
costs of approximately $17.0 million, inclusive of $10.5 million in deferred underwriting commissions.
Simultaneously with the closing of the
Initial Public Offering, the Company consummated the private placement (Private Placement) of 4,000,000 warrants at a price of $2.00 per warrant (Private Placement Warrants) to the Sponsor, generating gross proceeds of
$8.0 million.
Upon the closing of the Initial Public Offering, the Private Placement, and the over-allotment option, $300.0 million
($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (Trust Account), located in the United States at J.P. Morgan Chase Bank, N.A.
with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or
less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier
of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account.
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