Item 7.01 Regulation FD Disclosure.
On
dMY II also announced the filing of its definitive proxy statement for the
Special Meeting with the the
Upon completion of the Business Combination, GSG will change its name to
A copy of the press release is furnished hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where to Find It
In connection with the Business Combination, dMY II filed a definitive proxy
statement with the
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Participants in the Solicitation
dMY II and its directors and executive officers may be deemed participants in
the solicitation of proxies from dMY II's stockholders with respect to the
Business Combination. A list of the names of those directors and executive
officers and a description of their interests in dMY II is contained in the
definitive proxy statement and is available free of charge at the
GSG's directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of dMY II in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination are included in the definitive proxy statement referred to above for the Business Combination.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
"forward-looking statements" within the meaning of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, without limitation, dMY II's,
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by dMY II and its management, NewCo and GSG and
their management, as the case may be, are inherently uncertain. Factors that may
cause actual results to differ materially from current expectations include, but
are not limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Business
Combination Agreement or any subsequent definitive agreements with respect
thereto; (2) the outcome of any legal proceedings or regulatory matters or
investigations that may be instituted against dMY II, GSG, NewCo or others;
(3) the inability to complete the Business Combination due to the failure to
obtain approval of the shareholders of dMY II, to obtain financing to complete
the Business Combination or to satisfy other conditions to closing; (4) changes
to the proposed structure of the Business Combination that may be required or
appropriate as a result of applicable laws or regulations; (5) the ability to
meet stock exchange listing standards following the consummation of the Business
Combination; (6) the risk that the Business Combination disrupts current plans
and operations of dMY II or GSG as a result of the announcement and consummation
of the Business Combination; (7) the ability to recognize the anticipated
benefits of the Business Combination, which may be affected by, among other
things, competition, the ability of NewCo to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain its management
and key employees; (8) costs related to the Business Combination; (9) changes in
applicable laws or regulations; (10) the possibility that dMY II, GSG or NewCo
may be adversely affected by other economic, business, and/or competitive
factors; (11) the impact of COVID-19 on GSG's business and/or the ability of the
parties to complete the Business Combination; (12) GSG's estimates of expenses
and profitability and underlying assumptions with respect to stockholder
redemptions and purchase price and other adjustments; and (13) other risks and
uncertainties set forth in the section entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in dMY II's final prospectus relating
to its initial public offering dated
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. None of dMY II, GSG or NewCo undertake any duty to update these forward-looking statements.
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No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedMarch 29, 2021 .
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