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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt
service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
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As indicated in the accompanying financial statements, at September 30, 2020, we had approximately $1.5 million in our operating
bank account. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our Initial Business Combination will be successful.
On October 27, 2020, we 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 dMY Sponsor II, LLC, a Delaware limited liability company, as disclosed in a Form 8-K filed on October 27, 2020.
Results of Operations
Our entire
activity since inception through September 30, 2020 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective Initial Business Combination. We
have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our Initial Business Combination. We will generate non-operating
income in the form of interest income on cash and cash equivalents. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
expenses.
For the three months ended September 30, 2020, we had net loss of approximately $304,000, which consisted of approximately
$32,000 in gain on marketable securities (net), dividends and interest held in Trust Account, offset by approximately $287,000 in general and administrative expenses and $49,000 in franchise tax expense.
For the period from June 18, 2020 (inception) through September 30, 2020, we had net loss of approximately $312,000, which consisted
of approximately $32,000 in gain on marketable securities (net), dividends and interest held in Trust Account, offset by approximately $288,000 in general and administrative expenses and $56,000 in franchise tax expense.
Liquidity and Capital Resources
As of
September 30, 2020, we had approximately $1.5 million in our operating bank account, working capital of approximately $1.2 million, and approximately $32,000 of interest income available in the Trust Account for our tax obligations.
Our liquidity needs to date had been satisfied through the receipt of $25,000 from our Sponsor to purchase the Founder Shares, and a loan
of approximately $200,000 pursuant to a note agreement issued to our Sponsor, an advance from related parties of approximately $11,000, for an aggregate loan and advance balance of approximately $211,000, and the proceeds from the consummation of
the Private Placement not held in the Trust Account. The outstanding balance of the note was repaid in August 2020. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor may, but is not obligated
to, provide us working capital loans. As of September 30, 2020, there were no amounts outstanding under any working capital loan.
Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our Sponsor to meet our
needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying accounts payable, identifying and evaluating prospective initial Business
Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
Our management continues to evaluate the impact of the COVID-19 pandemic on the
industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as
of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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