dMY Engineering Team, Inc. VI Announces the Graduation of Tender Offer to Full Business Blend
dMY Engineering Team, Inc. VI (NYSE: DMYS) (the “Company”) declared that it has currently commenced a tender offer (the “Tender Offer”) to invest in up to 24,150,000 of its shares of Course A common stock, par worth $.0001 for each share (the “Common Stock”), at a acquire rate equal to the quotient obtained by dividing: (i) the combination amount of money on deposit in the Belief Account originally founded to hold the proceeds of the original general public supplying (“IPO”) of dMY VI (the “Trust Account”), as of two company days prior to the consummation of the preliminary Enterprise Combination (as described herein), like fascination not beforehand produced to dMY VI to pay its taxes, by (ii) the full range of then fantastic shares of Typical Inventory (the “Purchase Price”). The Frequent Inventory is at present mentioned on the New York Inventory Exchange underneath the symbol “DMYS.” On January 25, 2023 the closing selling price of the Prevalent Inventory was $10.08 for every share. The Tender Offer will expire at 5:00 p.m. New York Metropolis time on February 24, 2023 unless of course prolonged or before terminated by the Enterprise (the “Expiration Date”).
Only shares of Typical Stock validly tendered, and not thoroughly withdrawn, will be ordered by the Enterprise pursuant to the Tender Give. The Company’s obligation to invest in shares of Common Stock pursuant to the Tender Supply is issue to the fulfillment of specified ailments. Shares of Typical Stock tendered pursuant to the Tender Provide but not purchased by the Company in the Tender Offer you will be returned at the Company’s expenditure instantly following the expiration of the Tender Offer.
The Tender Offer is staying made in connection with the Company’s formerly announced business enterprise blend with Rain Improvement Technologies, Inc., a Delaware company (the “Business Combination”). The Tender Provide is being manufactured pursuant to the Company’s organizational files, which need that in connection with the Enterprise Blend, the Business offers its shareholders with the prospect to tender their shares of Prevalent Stock for a pro rata part of the Company’s have confidence in account (the “Trust Account”). The Company intends to fund the acquire of Typical Inventory shares in the Tender Present with money accessible to the Company from the Rely on Account. The Tender Provide is becoming made on the terms and topic to the conditions established forth in the present to acquire dated January 26, 2023 (the “Offer to Purchase”), the connected letter of transmittal, and related files filed with the U.S Safety and Exchange Fee (“the SEC”).
dMY Sponsor VI, LLC (the Company’s Sponsor) and holders of the Company’s founder shares, which include members of its administration crew, have agreed with the Business to waive the legal rights to tender any ordinary shares they obtained in or soon after the IPO in connection with the Tender Offer you and the Organization Blend.
The Board of Directors of the Company has authorized the Tender Offer. However, none of the Enterprise, its Board of Directors, the Depositary or the Facts Agent makes any advice to any stockholder no matter if to take or refrain from accepting the Tender Offer with regard to your shares of Common Inventory. You are encouraged to overview the Present to Purchase contained in the Company’s tender offer you assertion on Plan TO, which has been filed with the SEC and which is being distributed to shareholders.
About dMY Engineering Group, Inc. VI
dMY Technological know-how Group, Inc. VI is a blank examine company incorporated in Delaware on Oct 5, 2021, whose business function is to outcome a merger, capital stock exchange, asset acquisition, stock obtain, reorganization or similar business enterprise combination with one particular or a lot more companies. Led by Main Executive Officer Niccolo de Masi and Chairman Harry You, dMY VI consummated the Preliminary Community Presenting on NYSE on October 5, 2021, increasing mixture gross proceeds of $241,500,000.
Vital Authorized Facts
The description contained herein is neither an give to purchase nor a solicitation of an provide to sell securities of the Firm. The Organization has filed a tender give assertion on Routine TO that contains an provide to order, sort of letter of transmittal and other paperwork relating to the Tender Present (the “Securities Law Disclosure Documents”). These documents have critical information about the Tender Offer you that should really be go through diligently and regarded just before any decision is designed with regard to the Tender Give. These supplies will be created offered to the shareholders of the Business at no price to them. In addition, such elements (and all other files submitted by the Company with SEC are, and will be, accessible at no demand from the SEC by way of its website at www.sec.gov. Shareholders might also get free copies of the files submitted with the SEC by the Corporation by directing a request to Morrow Sodali LLC, as Data Agent for the Tender Present, by telephone at: +1 (800) 662-5200 (toll-free of charge, individuals), +1 (203) 658-9400 (financial institutions and brokers) or by email at: [email protected]
This press release contains “forward on the lookout statements.” Ahead-looking statements include, but are not limited to, statements about our or our administration team’s anticipations, hopes, beliefs, intentions or tactics concerning the long term. In addition, any statements that refer to projections, forecasts or other characterizations of long term situations or instances, including any underlying assumptions, are ahead-wanting statements. The words and phrases “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and comparable expressions may perhaps establish ahead-seeking statements, but the absence of these words does not necessarily mean that a assertion is not ahead-on the lookout. These statements are not historical information but as a substitute depict only the Company’s belief relating to upcoming effects, numerous of which, by their character are inherently uncertain and exterior of the Company’s regulate. Precise results may perhaps differ, possibly materially, from all those anticipated in these forward looking statements. The Organization undertakes no obligation to update these statements for revisions or variations after the day of this release, other than as essential by legislation.
The hazards and uncertainties include, but are not limited to: potential operating or economical success variations in domestic and overseas company, market, monetary, political, and legal conditions the incapability of the events to successfully or timely consummate the proposed business mix, such as the risk that any regulatory approvals are not received, are delayed or are subject matter to unanticipated problems that could adversely have an impact on the blended company or the predicted added benefits of the proposed small business mixture failure to know the expected benefits of the proposed business enterprise blend challenges associated to the general performance of Rainwater Tech’s future know-how or enterprise and the timing of envisioned business or monetary milestones the volume of redemption requests designed by dMY VI’s stockholders the potential of dMY VI or Rainwater Tech to situation equity or fairness-joined securities or obtain debt funding in relationship with the proposed organization blend or in the long term if the proposed small business combination’s positive aspects do not satisfy the expectations of investors or securities analysts, the current market cost of dMY VI’s securities or, subsequent the closing, the blended entity’s securities, could decline predicted gains of the small business blend and pursuing the consummation of the proposed company combination, the mixed corporation will incur major elevated costs and administrative burdens as a public corporation, which could negatively impression its small business, financial condition and effects of functions.
More risks associated to dMY VI and Rainwater Tech contain, among other people:
- Rainwater Tech can present no assurance of the success and good results of ionization rainfall generation technological innovation in increasing precipitation
- Rainwater Tech has no functioning historical past or revenues, which would make it tough to forecast its long run final results of functions
- The execution of Rainwater Tech’s small business product, together with technologies or profitability of its goods and providers, is not nevertheless confirmed
- The rain technology business is in its early stages and is unstable, and if it does not create, if it develops slower than Rainwater Tech expects, if it develops in a way that does not need use of Rainwater Tech’s expert services, if it encounters detrimental publicity or if Rainwater Tech’s remedy does not travel industrial engagement, the expansion of its company will be harmed
- Rainwater Tech has not yet proven its capability to produce and employ new technologies, as very well as the capacity to obtain and manage mental house protections for this sort of technologies
- A sizeable part of Rainwater Tech’s know-how is derived from public-source mental residence and as a result Rainwater Tech may encounter enhanced competitiveness
- Even if Rainwater Tech is productive in developing rainfall era units/technological innovation and executing its approach, other opponents in the market may well attain technological breakthroughs which render Rainwater Tech’s technological know-how obsolete or inferior to other products and solutions
- If Rainwater Tech’s platform fails to present a wide, proven edge in rainfall era, its business, monetary affliction and long term potential customers could be harmed
- Rainwater Tech’s operating and economic results relies on assumptions and analyses developed by third-celebration trials. If these assumptions or analyses confirm to be incorrect, Rainwater Tech’s true functioning outcomes may well be materially various from its forecasted benefits
- Rainwater Tech’s estimates of market place prospect and forecasts of earnings era and market place growth, including estimates of sector opportunity and the capacity to meet the source and desire requires of our shoppers, may perhaps demonstrate to be inaccurate, and even if the current market in which it operates achieves the forecasted growth, Rainwater Tech’s enterprise could are unsuccessful to expand at related costs, if at all
- Rainwater Tech may well be unable to productively manufacture its solutions or scale up producing of its solutions in sufficient quantity and high quality, in a well timed or cost-helpful method, or at all. Unexpected problems affiliated with scaling up and constructing rainfall era techniques at commercially practical stages could negatively affect Rainwater Tech’s monetary ailment and success of operations
- Rainwater Tech could endure disruptions, outages, problems and other general performance and top quality problems with its rainfall generation units or the infrastructure on which it relies
- Provide chain problems, which include a scarcity of satisfactory provide or producing capacity for its units, could have an adverse impression on its organization and functioning benefits
- If Rainwater Tech can not correctly execute on its approach, together with in response to shifting purchaser demands and new systems and other market specifications, or reach its aims in a well timed way, its company, economical problem and effects of operations could be harmed
- Rainwater Tech’s failure to correctly build and increase its income and marketing and advertising abilities could damage its capacity to improve its client base and attain broader sector acceptance of its rain generation engineering
- The possibility of 3rd parties asserting that Rainwater Tech is violating their intellectual house legal rights
- Hazards relating to the output and manufacturing of Rainwater Tech’s know-how, like supply chain troubles to obtain expected resources, supplies and spare parts to establish and operate its platform
- Rainwater Tech will have to defeat major engineering, know-how, functions and climatological problems to produce consistent final results
- Rainwater Tech has not to date received statistically considerable outcomes, and faces challenges and uncertainties relating to its means to receive statistically significant final results and repeat achievement demonstrating its skill to enrich rainfall
- Dangers relating to the effect of competing technologies, which includes desalination and chemical-based mostly cloudseeding technological know-how, on Rainwater Tech’s organization
- Hazards relating to environmental and temperature problems that are correlated with profitable rainfall technology, as perfectly as other ESG-linked issues
- Rainwater Tech could facial area liability for changing environmental and/or temperature conditions, which include problems ensuing from excessive rain
- Challenges relating to the failures of Rainwater Tech’s prospects, equally private and public, to meet up with payment obligations, which includes refusal to fork out for rainfall era products and services that instantly or indirectly gain other close by functions
- Threats of process securities and info protection breaches
- Rainwater Tech is highly dependent on its senior specialized advisors, and its potential to ability to bring in, recruit, and retain senior administration and other critical workers, as perfectly as obtain skilled labor with the individual skills needed to manufacture, operate and progress the system, is critical to its achievements if Rainwater Tech is not able to keep talented, remarkably-capable senior administration and other crucial employees or draw in them when desired, it could negatively effect its organization
- Threats relating to likely variations in legislative and regulatory environments that may perhaps limit the scope of Rainwater Tech’s marketplace, such as land restriction guidelines and its ability to acquire and maintain permits
- Rainwater Tech could facial area political and social opposition to its enterprise and things to do
- Pursuing the consummation of the Company Mix, the put together company will incur important enhanced expenditures and administrative burdens as a community firm, which could negatively affect its enterprise, fiscal affliction and success of functions
- Rainwater Tech’s success could be impacted by the lack of ability of the get-togethers to properly or well timed consummate the proposed Organization Mix, which includes the hazard that any essential regulatory approvals are not acquired, are delayed, or are issue to unanticipated disorders that could adversely have an affect on the blended enterprise or the anticipated benefits of the proposed Enterprise Mixture and
- If the Company Combination’s positive aspects do not satisfy the expectations of traders or securities analysts, the market cost of dMY VI’s securities or, following the closing, the put together entity’s securities, might decrease.
You should diligently look at the threats and uncertainties that will be described in the Securities Law Disclosure Documents and any amendments thereto, once available.
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