IonQ, Inc. entered into a merger agreement to acquire dMY Technology Group, Inc. III (NYSE:DMYI) from dMY Sponsor III, LLC and others in a reverse merger transaction for $1.6 billion on December 11, 2020. IonQ, Inc. entered into a merger agreement to acquire dMY Technology Group, Inc. III (NYSE:DMYI) from dMY Sponsor III, LLC and others in a reverse merger transaction for $1.6 billion on March 7, 2021. The aggregate merger consideration to be paid in connection with the business combination is expected to be approximately 125 million newly issued shares of Class A Stock of dMY equal to $1.25 billion, subject to adjustments. The transaction will result in $650 million in gross proceeds and pro forma implied market capitalization of the combined company is approximately $2 billion. The combined entity will receive approximately $300 million from dMY IIIs trust account, assuming no redemptions by dMY IIIs public stockholders, as well as $350 million in gross proceeds from a group of strategic and institutional investors participating in the transaction via a committed private placement investment (PIPE). In addition to Fidelity Management & Research Company LLC, Breakthrough Energy Ventures, Hyundai Motor Company and Kia Corporation, new investors include Silver Lake, MSD Partners, L.P., and TIME Ventures, the investment fund for Marc Benioff. The PIPE includes additional investment by existing investors including, New Enterprise Associates, GV, and Mubadala Capital. Upon closing, IonQ, Inc. stockholders will own 64%, dMY 15.1%, PIPE Investors 17.6% and dMY Founders as 3.4% of combine company. Upon closing of the transaction, the name will be changed to IonQ, Inc. and IonQ shares will trade on the NYSE under the symbol IONQ as the first publicly traded pure-play hardware and software company in the quantum computing space.
The consummation of the Merger is also subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) expiration or termination of the applicable waiting period under the Hart- Scott- Rodino Antitrust Improvements Act and any other required regulatory approvals applicable to the transactions contemplated by the Merger Agreement and the Ancillary Agreements having been obtained, (ii) the absence of any applicable law in effect that makes the consummation of the transactions contemplated by the Merger Agreement illegal or any order in effect preventing the consummation of the transactions contemplated by the Merger Agreement, (iii) the Required approval of the stockholders of dMY III having been obtained, (iv) the dMY Stockholder Approval having been obtained, (v) effectiveness of the registration statement on Form S- 4 to be filed by dMY in connection with the Merger, no stop order having been issued by the U.S. Securities and Exchange Commissions (the "SEC") remaining in effect with respect to the registration statement, and no proceeding seeking such a stop order having been threatened or initiated by the SEC remaining pending, (vi) that the dMY has at least $5,000,001 of net tangible assets immediately after giving effect to the transactions contemplated by the Merger Agreement after the dMY Share Redemption, (vii) receipt of conditional approval for listing on the New York Stock Exchange the shares of the dMY's Class A common stock to be issued in connection with the closing of the Merger (the "Closing"), subject only to official notice of issuance, (viii) consummation of the PIPE Investment prior to or substantially concurrently with the Closing in an amount not less than $332.64 million, and (ix) the available cash being not less than $225 million, (x) The IonQ Stockholder Approval shall have been obtained and the satisfaction of customary closing conditions. The transaction has been unanimously approved by the Board of Directors of dMY III, as well as the Board of Directors of IonQ. dMY Technology Group shareholders will hold a special meeting on September 28, 2021 to approve the transaction. As of August 16, 2021, IonQs registration statement on Form S-4 has been declared effective by the U.S. Securities and Exchange Commission. As of September 28, 2021, shareholders of dMY Technology Group, Inc. III approved the transaction. As of September 27, 2021, the transaction is expected to close on September 30, 2021 and the combined companys shares of common stock and public warrants are expected to trade on the New York Stock Exchange beginning on October 1, 2021 under the ticker symbols IONQ and IONQ.WS, respectively.
Morgan Stanley & Co. LLC acted as exclusive financial advisor to IonQ. Goldman Sachs & Co. LLC acted as exclusive financial advisor to dMY III. Adam Ruttenberg, John McKenna, David Silverman, Jaime Chase, Mike Lincoln, Jacqueline Grise, Randy V. Sabett, Tiana Demas, Eileen Marshall, Helenanne Connolly, Sharon Connaughton, Howard Morse, David Walsh, Kevin King, Karen Tsai, and Matthew Silverman of Cooley LLP acted as legal advisors to IonQ. James E. Langston, Kyle A. Harris, Lukasz Swiderski, Giovanni Prezioso, Adam J. Brenneman, Laura Bournhonesque, Sam Connor, Daniel Ilan, Lindsay Harris, Michael Albano, Audry Casusol, Jason Factor, Drew Schaefer, Paul Marquardt, Chase Kaniecki, Jim Corsiglia, Beau Sterling and Steven Kaiser of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors to dMY III. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC acted as co-lead placement agents on the PIPE. Needham & Company acted as placement agent on the PIPE. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to dMY III. Morrow Sodali acted as information agent to dMY III and will receive a fee of $25,000 for its services.
IonQ, Inc. completed the acquisition of dMY Technology Group, Inc. III (NYSE:DMYI) from dMY Sponsor III, LLC and others in a reverse merger transaction on September 30, 2021. The combined company will begin trading on the New York Stock Exchange at market open tomorrow, October 1, 2021, under the ticker symbol IONQ for IonQ common stock and IONQ.WS for IonQ publicly traded warrants. As a result of the business combination, IonQ will receive gross proceeds of $636 million, which may be used to fund future growth and accelerate the commercialization of its industry-leading quantum computers.