Item 7.01
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Regulation FD Disclosure.
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On October 27, 2020, dMY Technology Group, Inc. II, a Delaware corporation (dMY), issued a press release
announcing that on October 27, 2020 it executed a business combination agreement (the Business Combination Agreement) with Maven Topco Limited, a company incorporated under the laws of Guernsey (the
Company), Maven Midco Limited, a private limited company incorporated under the laws of England and Wales (MidCo), Galileo NewCo Limited, a company incorporated under the laws of Guernsey
(NewCo), Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (together with the Company, MidCo and NewCo, the Target Companies), and dMY Sponsor II, LLC, a
Delaware limited liability company. The transactions contemplated by the Business Combination Agreement are referred to herein as the Business Combination. A copy of the press release is furnished hereto as Exhibit
99.1. A copy of the Business Combination Agreement will be filed by dMY on a Current Report on Form 8-K within four business days of the date hereof.
Furnished as Exhibit 99.2 hereto is the investor presentation, dated October 27, 2020, that will be used by dMY in connection with
the Business Combination.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached 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, NewCo intends to file a registration statement on Form
F-4 (the Registration Statement) with 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 common stock in connection with dMYs solicitation of proxies for the vote by dMYs 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. dMYs 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 and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed
to dMYs 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
Technology Group, Inc. II, 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144, Attention: Niccolo de Masi.
Participants in the
Solicitation
dMY and its directors and executive officers may be deemed participants in the solicitation of proxies from
dMYs 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 is contained in the Registration Statement on Form S-1, which was filed by dMY 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 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.
The Target Companies directors and executive officers may also be deemed to be participants in the solicitation of proxies from the
stockholders of dMY 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.