Item 1. Business.
Introduction
We are a blank check company formed as a
Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the business combination). We have neither
engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a shell company as defined under the Exchange Act of 1934 (the Exchange Act) because we have no operations and
nominal assets consisting almost entirely of cash.
On August 17, 2020, we consummated our initial public offering (the initial public
offering) of 27,600,000 units (the units), including the issuance of 3,600,000 units as a result of the underwriters exercise of their over-allotment option in full. Each unit consists of one share of Class A common
stock and one- third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross
proceeds of $276,000,000.
Simultaneously with the consummation of the initial public offering, we completed the private sale (the private
placement) of an aggregate of 5,013,333 warrants (the private placement warrants) to the Sponsor at a purchase price of $1.50 per warrant, generating gross proceeds of $7,520,000.
Prior to the consummation of the initial public offering, on June 18, 2020, we issued an aggregate of 5,750,000 shares (the founder shares)
of our Class B common stock to the Sponsor for an aggregate purchase price of $25,000 in cash. On August 13, 2020, dMY effected a 1:1.2 stock split of the Class B common stock, resulting in an aggregate of 6,900,000 founder shares
outstanding. The initial stockholders agreed to forfeit up to 900,000 founder shares to the extent that the over-allotment option was not exercised in full by the underwriters in the initial public offering. The forfeiture would be adjusted to the
extent that the over-allotment option was not exercised in full by the underwriters so that the founder shares would represent 20.0% of the common stock after the initial public offering. The underwriters exercised their over-allotment option in
full; thus, no founder shares were forfeited.
A total of $276,000,000, comprised of $270,480,000 of the proceeds from the initial public offering (which
amount includes $9,660,000 of the underwriters deferred discount) and $5,520,000 of the proceeds of the sale of the private placement warrants, was placed in a U.S.-based trust account (the trust account) at J.P. Morgan Chase Bank,
N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.
The funds held in the trust account are invested in U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the Investment Company Act), with a maturity of 185 days or less or in money market funds meeting the
conditions of Rule 2a-7 of the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the consummation of an initial business combination or
(ii) the distribution of the trust account, as described below.
As of December 31, 2020, there was $276,096,910 in investments and cash held in
the trust account, which includes interest income available to us for franchise and income tax obligations of approximately $99,000 and $978,000 of cash held outside the trust account. As of December 31, 2020, we have not withdrawn any of
interest earned from the trust account to pay taxes.
On October 27, 2020, the Company executed a business combination agreement (the Business
Combination Agreement) with Maven Topco Limited, a company incorporated under the laws of Guernsey, Maven Midco Limited, a private limited company incorporated under the laws of England and Wales, Galileo NewCo Limited, a company incorporated
under the laws of Guernsey, Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo, and the Sponsor, as disclosed in a Form 8-K filed on October 27, 2020. For additional
information regarding the agreement, see the Companys Form 8-K filed by us on October 27, 2020.
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