Item 1.02. Termination of Material Definitive Agreement.
As previously disclosed, dMY Technology Group, Inc. VI, a Delaware corporation
("dMY VI" or the "Company"), entered into a Share Purchase Agreement dated as of
December 22, 2022, with Rain Enhancement Technologies, Inc., a Delaware
corporation (the "Rainwater Tech"), Rainwater, LLC, a Delaware limited liability
company, Michael Nefkens and Keri Waters (together, the "Sellers"), and
Rainwater, LLC, solely in its capacity as Sellers' Representative (the "Sellers'
Representative"), as amended on March 1, 2023 (the "Share Purchase Agreement").
The Share Purchase Agreement would have provided, subject to its terms and
conditions, for the initial business combination of dMY VI (the "Business
Combination").
In connection with the matters described under Item 8.01 below, on April 5,
2023, dMY VI, Rainwater Tech and the Sellers' Representative, on behalf of the
Sellers, agreed to terminate the Share Purchase Agreement as of April 5, 2023
pursuant to Section 9.1(a) of the Share Purchase Agreement. No termination
penalties were incurred by any party in connection with the termination of the
Share Purchase Agreement.
Item 8.01. Other Events.
dMY VI previously entered into a Business Combination pursuant to a Share
Purchase Agreement with Rainwater Tech. dMY VI announced today that the
independent and disinterested directors on its Board of Directors ("Directors")
made a reasonable determination, based on current facts and circumstances, that
it would not be in the best interest of those involved to proceed with the
Business Combination with Rainwater Tech. Accordingly, the Company intends to
dissolve and liquidate in accordance with the provisions of its Amended and
Restated Certificate of Incorporation, dated as of October 5, 2021, and the
Investment Management Trust Agreement, between dMY VI and Continental Stock
Transfer & Trust Company ("CST" or the "Trustee"), dated as of October 5, 2021.
Accordingly, the Company will redeem all of the shares of Common Stock that were
included in the units issued in its initial public offering (the "IPO"), at a
per-share redemption price, payable in cash, equal to the aggregate amount then
on deposit in the trust account including interest earned on the funds held in
the trust account and not previously released to dMY VI to pay its taxes (less
up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish
public stockholders' rights as stockholders (including the right to receive
further liquidating distributions, if any).
In order to provide for the disbursement of funds from the trust account, the
Company has instructed the Trustee of the trust account to take all necessary
actions to liquidate the trust account. The proceeds of the trust account will
be held in a non-interest bearing account while awaiting disbursement to the
holders of the shares of Common Stock. Record holders may redeem their shares
for their pro rata portion of the proceeds of the trust account (less any amount
of interest released to dMY VI to pay its taxes and up to $100,000 of interest
to pay dissolution expenses), by delivering their shares of Common Stock to CST,
as transfer agent. Investors holding through a broker need to take no action in
order to receive payment. The redemption of the Public Shares is expected to be
completed within ten business days after April 5, 2023.
The Company's initial stockholders, sponsor, officers and directors have waived
their rights to liquidating distributions from the trust account with respect to
any founder shares they hold. However, if our initial stockholders, sponsor or
management team acquired any public shares in or after this offering, they are
entitled to liquidating distributions from the trust account with respect to
such public shares.
There will be no redemption rights or liquidating distributions with respect to
the Company's warrants, which will expire worthless.
The Company has filed a Form 25 with the United States Securities and Exchange
Commission (the "SEC") to delist the Company's securities. The Company
thereafter expects to file a Form 15 with the SEC to terminate the registration
of its securities under the Securities Exchange Act of 1934, as amended.
On April 5, 2023, dMY VI issued a press release announcing that it intends to
dissolve and liquidate in accordance with the provisions of its Certificate of
Incorporation and Trust Agreement and will redeem all of its shares of Common
Stock. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item 9.01. Exhibits
Exhibits.
Exhibit
Number Exhibit
99.1 Press Release, dated as of April 5, 2023.
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