DMY TECHNOLOGY GROUP, INC. VI Item 1.01 Entry into a Material Definitive Agreement
Forward Purchase Agreement
In connection with the Business Combination, dMY VI and (i)
The Forward Purchase Agreement was entered into on
The Forward Purchase Agreement provides that no later than the earlier of
(a) one business day after the closing of the Business Combination and (b) the
date any assets from dMY VI's trust account are disbursed in connection with the
Business Combination (the "Prepayment Date"), the Combined Company will pay to
The Forward Purchase Agreement matures on the earlier to occur of (a) three
years after the closing of the Business Combination, and (b) the date specified
by
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The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934.
The Forward Purchase Agreement may be terminated by any of the parties thereto if the Business Combination Agreement is terminated pursuant to its terms prior to the closing of the Business Combination.
dMY VI has agreed to indemnify and hold harmless
The foregoing description is only a summary of the Forward Purchase Agreement and is qualified in its entirety by reference to the full text of the Forward Purchase Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. The Forward Purchase Agreement is included as an exhibit to this Current Report on Form 8-K in order to provide investors and security holders with material information regarding its terms of the transaction. It is not intended to provide any other factual information about the Company or the Investor. The representations, warranties and covenants contained in the Forward Purchase Agreement were made only for purposes of that agreement; are solely for the benefit of the parties to such Forward Purchase Agreement; may have been made for the purposes of allocating contractual risk between the parties to such Forward Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Security holders and investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or the Investor.
Important Legal Information
This Current Report on Form 8-K does not constitute an offer to purchase nor a
solicitation of an offer to sell securities of the Company, nor shall there be
any sale of securities in any jurisdiction 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. In connection with the
transactions contemplated by the Business Combination, the Company has filed a
tender offer statement on Schedule TO containing an offer to purchase, form of
letter of transmittal and other documents relating to the Tender Offer (the
"Securities Law Disclosure Documents"). These materials will be made available
to the shareholders of the Company at no expense to them. In addition, such
materials (and all other documents filed by the Company with
Forward-Looking Statements
The information included herein and in any oral statements made in connection herewith include forward-looking statements within the meaning of federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements are based on the beliefs and assumptions of the respective management teams of dMY VI and Rainwater Tech. Forward-looking statements include, but are not limited to, statements regarding dMY VI's or Rainwater Tech's management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are not historical facts but instead represent only dMY VI's or Rainwater Tech's belief regarding future results, many of which, by their nature are inherently uncertain and outside of the Company's control. Actual results may differ, possibly materially, from those anticipated in these forward looking statements. Each of dMY VI and Rainwater Tech undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
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The risks and uncertainties include, but are not limited to: future operating or financial results; changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination; failure to realize the anticipated benefits of the proposed business combination; risks related to the performance of Rainwater Tech's future technology or business and the timing of expected business or financial milestones; the amount of redemption requests made by dMY VI's stockholders; the ability of dMY VI or Rainwater Tech to issue equity or equity-linked securities or obtain debt financing in connection with the proposed business combination or in the future; if the proposed business combination's benefits do not meet the expectations of investors or securities analysts, the market price of dMY VI's securities or, following the closing, the combined entity's securities, may decline expected benefits of the business combination; and following the consummation of the proposed business combination, the combined company will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations.
Additional risks related to dMY VI and Rainwater Tech include, among others:
• Rainwater Tech can provide no assurance of the effectiveness and success
of ionization rainfall generation technology in increasing precipitation;
• Rainwater Tech has no operating history or revenues, which makes it
difficult to forecast its future results of operations;
• The execution of Rainwater Tech's business model, including technology or
profitability of its products and services, is not yet proven;
• The rain generation industry is in its early stages and is volatile, and
if it does not develop, if it develops slower than Rainwater Tech
expects, if it develops in a manner that does not require use of
Rainwater Tech's services, if it encounters negative publicity or if
Rainwater Tech's solution does not drive commercial engagement, the
growth of its business will be harmed;
• Rainwater Tech has not yet proven its ability to develop and implement
new technologies, as well as the ability to obtain and maintain
intellectual property protections for such technologies;
• A substantial portion of Rainwater Tech's technology is derived from
public-source intellectual property and as a result Rainwater Tech may
face increased competition;
• Even if Rainwater Tech is successful in developing rainfall generation
systems/technology and executing its strategy, other competitors in the
industry may achieve technological breakthroughs which render Rainwater
Tech's technology obsolete or inferior to other products;
• If Rainwater Tech's platform fails to provide a broad, proven advantage
in rainfall generation, its business, financial condition and future
prospects may be harmed;
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• Rainwater Tech's operating and financial results relies upon assumptions
and analyses developed by third-party trials. If these assumptions or
analyses prove to be incorrect, Rainwater Tech's actual operating results
may be materially different from its forecasted results;
• Rainwater Tech's estimates of market opportunity and forecasts of revenue
generation and market growth, including estimates of market opportunity
and the ability to meet the supply and demand needs of our customers, may
prove to be inaccurate, and even if the market in which it operates
achieves the forecasted growth, Rainwater Tech's business could fail to
grow at similar rates, if at all;
• Rainwater Tech may be unable to successfully manufacture its products or
scale up manufacturing of its products in sufficient quantity and
quality, in a timely or cost-effective manner, or at all. Unforeseen
issues associated with scaling up and constructing rainfall generation
systems at commercially viable levels could negatively impact Rainwater
Tech's financial condition and results of operations;
• Rainwater Tech could suffer disruptions, outages, defects and other
performance and quality problems with its rainfall generation systems or
the infrastructure on which it relies;
• Supply chain issues, including a shortage of adequate supply or
manufacturing capacity for its systems, could have an adverse impact on
its business and operating results;
• If Rainwater Tech cannot successfully execute on its strategy, including
in response to changing customer needs and new technologies and other
market requirements, or achieve its objectives in a timely manner, its
business, financial condition and results of operations could be harmed;
• Rainwater Tech's failure to effectively develop and expand its sales and
marketing capabilities could harm its ability to increase its customer
base and achieve broader market acceptance of its rain generation
technology;
• The risk of third parties asserting that Rainwater Tech is violating
their intellectual property rights;
• Risks relating to the production and manufacturing of Rainwater Tech's
technology, including supply chain issues to obtain required materials,
supplies and spare parts to build and operate its platform;
• Rainwater Tech must overcome significant engineering, technology,
operations and climatological challenges to deliver consistent results;
• Rainwater Tech has not to date obtained statistically significant
results, and faces risks and uncertainties relating to its ability to
obtain statistically significant results and repeat success demonstrating
its ability to enhance rainfall;
• Risks relating to the effect of competing technologies, including
desalination and chemical-based cloudseeding technology, on Rainwater
Tech's business;
• Risks relating to environmental and weather conditions that are
correlated with successful rainfall generation, as well as other
ESG-related matters;
• Rainwater Tech may face liability for changing environmental and/or
weather conditions, including challenges resulting from excessive rain;
• Risks relating to the failures of Rainwater Tech's customers, both
private and public, to meet payment obligations, including refusal to pay
for rainfall generation services that directly or indirectly benefit
other nearby parties;
• Risks of system securities and data protection breaches;
• Rainwater Tech is highly dependent on its senior technical advisors, and
its ability to ability to attract, recruit, and retain senior management
and other key employees, as well as find qualified labor with the
particular skills required to manufacture, operate and advance the
platform, is critical to its success; if Rainwater Tech is unable to
retain talented, highly-qualified senior management and other key
employees or attract them when needed, it could negatively impact its
business;
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• Risks regarding potential changes in legislative and regulatory
environments that may limit the scope of Rainwater Tech's marketplace,
including land restriction policies and its ability to obtain and
maintain permits;
• Rainwater Tech may face political and social opposition to its business
and activities;
• Following the consummation of the Business Combination, the combined
company will incur significant increased expenses and administrative
burdens as a public company, which could negatively impact its business,
financial condition and results of operations;
• Rainwater Tech's success could be impacted by the inability of the
parties to successfully or timely consummate the proposed Business
Combination, including the risk that any required regulatory approvals
are not obtained, are delayed, or are subject to unanticipated conditions
that could adversely affect the combined company or the expected benefits
of the proposed Business Combination; and
• If the Business Combination's benefits do not meet the expectations of
investors or securities analysts, the market price of dMY VI's securities
or, following the closing, the combined entity's securities, may decline.
You should carefully consider the risks and uncertainties that will be described in the Securities Law Disclosure Documents and any amendments thereto.
Item 9.01. Exhibits Exhibits. Exhibit Number Exhibit 10.1 Forward Purchase Agreement, dated as ofApril 2, 2023 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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