Item 7.01
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Regulation FD Disclosure.
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On December 22, 2020, the Chief Executive Officer of dMY Technology Group, Inc. II (dMY II), Niccolo de Masi,
spoke with Mitch Hoch at Benzinga regarding the special purpose acquisition companies that he currently leads, including dMY IIs recently announced business combination (the Business Combination) with Genius Sports Group
(GSG). A copy of the transcript 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 proposed Business Combination, Galileo NewCo Limited (NewCo) intends to file a registration
statement on Form F-4 (the Registration Statement) with the U.S. Securities and Exchange Commission (the SEC), which will include a proxy
statement/prospectus and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of dMY IIs Class A common stock in connection with dMY IIs solicitation of proxies for the vote
by dMY IIs stockholders with respect to the Business Combination and other matters as may be described in the definitive proxy statement, as well as the prospectus relating to the offer and sale of the securities of NewCo to be issued in the
Business Combination. dMY IIs stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive
proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination, as these materials will contain important information about the parties to the Business Combination Agreement, dMY II and
the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to dMY IIs stockholders as of a record date to be established for voting on the Business Combination and
other matters as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy
statement/prospectus, without charge, once available, at the SECs web site at www.sec.gov, or by directing a request to: dMY II Technology Group, Inc. II, 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144, Attention:
Niccolo de Masi.
Participants in the Solicitation
dMY II and its directors and executive officers may be deemed participants in the solicitation of proxies from dMY IIs 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 Registration Statement on Form S-1, which
was filed by dMY II with the SEC on June 26, 2020 and is available free of charge at the SECs web site at www.sec.gov, or by directing a request to dMY II Technology Group, Inc. II, 1180 North Town Center Drive, Suite 100, Las
Vegas, Nevada 89144, Attention: Niccolo de Masi. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
GSGs 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 will be included in the Registration Statement when available.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements.
These forward-looking statements include, without limitation, dMY II and GSGs and NewCos expectations with respect to future performance and anticipated financial impacts of the proposed Business Combination, the