DMY Technology Group III Shareholders Approve Business Combination with IonQ
LAS VEGAS – (COMMERCIAL THREAD) – dMY Technology Group III (the âCompanyâ or âdMY IIIâ) (NYSE: DMYI) today announced that its shareholders have approved all proposals relating to the previously announced business combination (the âCombination of companies âwith IonQ, a leader in quantum computing, at an extraordinary meeting of its shareholders held today, September 28, 2021. Approximately 97% of the votes cast at the meeting on the proposal Combination, representing approximately 62% of the outstanding shares of dMY III, voted to approve the business combination dMY III was given the option to repurchase approximately 2.5% of the total outstanding shares.
The business combination is expected to close on or around September 30. After Closing, the combined company will operate as IonQ, Inc. and its publicly traded common shares and warrants are expected to trade on the New York Stock Exchange. as of October 1, 2021 under the symbols âIONQâ and âIONQ.WSâ respectively.
IonQ is a leader in quantum computing, using a trapped-ion approach to create the most powerful quantum computers in the world. IonQ employs some of the world’s greatest quantum talent, including their co-founders, Dr Jungsang Kim and Dr Chris Monroe, both of whom were appointed to the National Quantum Initiative Advisory Committee to the White House and have were pioneers in the world. of quantum computing for decades. IonQ is dedicated to making quantum computing not only the technology of the future, but increasingly, the cutting edge technology of today.
âIonQ brings quantum computing to its Fortune 500 customers, and we believe it will positively impact many key areas of valuable applied science over the next decade,â said Niccolo de Masi, CEO of dMY III. “It was a privilege to get to know the IonQ team and we are proud to support this next step in their journey as a public company, where they will be capitalized to continue leading the industry they pioneered. for over two decades. ”
âWe are delighted to have a team like dMY III to partner with, and in particular one who deeply believes in the mission of IonQ,â said Peter Chapman, CEO and President of IonQ. âThe partnership between the dMY III team has combined world-class capital markets and leadership experience in quantum computing and we look forward to welcoming the two directors of dMY – Harry You and Niccolo de Masi – to the board. administration. ”
About dMY Technology Group III.
dMY III. is a special purpose acquisition company founded by Niccolo de Masi and Harry You with the aim of effecting a merger, an exchange of capital, an acquisition of assets, a purchase of shares, a reorganization or a merger of similar companies with one or more companies.
IonQ, Inc. is a leader in quantum computing, with a proven track record in innovation and deployment. IonQ’s next-generation quantum computer is the world’s most powerful trapped-ion quantum computer, and IonQ has defined what it believes is the best way forward to evolve. IonQ is the only company whose quantum systems are available through the cloud on Amazon Braket, Microsoft Azure, and Google Cloud, as well as direct API access. IonQ was founded in 2015 by Christopher Monroe and Jungsang Kim based on 25 years of pioneering research. To learn more, visit www.ionq.com.
ADDITIONAL LEGAL INFORMATION
Important information about the merger and where to find it
This communication may be considered a solicitation document regarding the proposed business combination between dMY III and IonQ (the âBusiness Combinationâ). The business combination has been submitted for the approval of the shareholders of dMY III and IonQ. In connection with the dMY shareholder vote, dMY III Technology Group, Inc. III has filed relevant documents with the SEC, including a registration statement on Form S-4, which includes a proxy statement / a prospectus. This communication does not contain all the information that should be taken into account regarding the proposed business combination and other matters put to a vote at the annual meeting and is not intended to provide the basis for a decision of investment or any other decision regarding these matters. . DMY III shareholders and other interested parties are urged to read carefully and in its entirety the definitive proxy statement dated August 12, 2021 and any other relevant documents filed or provided or that will be filed or will be provided to the SEC. the solicitation of proxies by dMY III for the special meeting to be held to approve the business combination and other related matters, as these documents will contain important information about IonQ and dMY III and the proposed business combination. On or about August 12, 2021, dMY III mailed the proxy circular / final prospectus and a proxy card to each shareholder entitled to vote at the special meeting relating to the transaction. These shareholders can also obtain free copies of these documents on the SEC’s website at http://www.sec.gov, on the company’s website at https: //www.dmytechnology .com / or upon written request to dMY Technology Group, Inc. III, 11100 Santa Monica Blvd., Suite 2000, Los Angeles, CA 90025.
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be made directly in this communication. Certain forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “anticipate”, “expect”, “suggest”, “plan”, “believe”, “intend”, “estimate”, ” targets “,” plans “,” should, “” could “,” would “,” could “,” will “,” expect “and other similar expressions are intended to identify forward-looking statements. Forward-looking statements are predictions , projections and other statements regarding future events that are based on current expectations and assumptions and, therefore, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from forward-looking statements contained in this press release, including, but not limited to: (i) the risk that the transaction will not be completed in a timely manner or at all, which may adversely affect the price of securities of dMY ; (ii) the risk that the tra the action is not carried out before the dMY business combination deadline and the potential impossibility of obtaining an extension of the business combination deadline if dMY so requests; (iii) failure to meet the conditions for the completion of the transaction, including approval of the merger agreement by dMY shareholders, satisfaction of the minimum trust account amount following any buyout by public shareholders of dMY and receipt of certain and regulatory approvals; (iv) the lack of a third party assessment to determine whether or not to proceed with the proposed transaction; (v) the inability to complete the PIPE transaction; (vi) the occurrence of any event, change or other circumstance that may result in termination of the merger agreement; (vii) the effect of the announcement or expectation of the transaction on the business relationships, results of operations and business of IonQ generally; (viii) the risks that the proposed transaction will disrupt IonQ’s current plans and operations; (ix) the outcome of any legal proceedings which may be brought against IonQ or against dMY in connection with the merger agreement or the proposed transaction; (x) the ability to maintain the listing of dMY securities on a national stock exchange; (xi) changes in the competitive industries in which IonQ operates, variations in operating performance between competitors, changes in laws and regulations affecting IonQ’s business and changes in the structure of combined capital; (xii) the ability to implement business plans, forecasts and other expectations after the completion of the proposed transaction, and to identify and realize additional opportunities; (xiii) the risk of market and technology industry downturns including, but not limited to, due to the COVID-19 pandemic; and (xiv) costs associated with the transaction and the inability to realize the expected benefits of the transaction or to achieve the estimated pro forma results and underlying assumptions, including with respect to estimated shareholder buybacks. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties described in the “Risk Factors” section of the registration statement on Form S-4 and other documents filed by dMY from time to time with the DRY. These filings identify and address other significant risks and uncertainties that could cause actual events and results to differ materially from those contained in forward-looking statements. Forward-looking statements speak only as of the date on which they are made. Readers are cautioned not to place undue reliance on forward-looking statements, and dMY and IonQ assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Neither dMY nor IonQ guarantees that dMY or IonQ, or the combined company, will meet its expectations.
No offer or solicitation
This communication is for informational purposes only and does not constitute an offer or invitation to sell or purchase any securities, assets or business described herein or a commitment to the Company or the ‘IonQ with respect to all of the foregoing, and such communication shall not form the basis of a contract, nor a solicitation of vote, consent or approval in any jurisdiction under or in connection with the Consolidation of ‘companies or otherwise, nor will there be any sale, issue or transfer of securities in any jurisdiction in violation of applicable law.
Participants in the solicitation
dMY III and IonQ, and their respective directors and officers, may be considered participants in the solicitation of proxies from the shareholders of dMY III with respect to the business combination. Information about the directors and officers of dMY III is set out in the Company’s dMY III form filed with the SEC. Information about the directors and officers of IonQ and more detailed information regarding the identity of all potential participants, and their direct and indirect interests by title or otherwise, are set out in the proxy circular / final prospectus for business combinations. Additional information regarding the identity of all potential participants in the proxy solicitation of dMY III shareholders in connection with the proposed business combination and other matters to be voted on at the special meeting, and their direct interests and indirect, by title or otherwise, are included in the proxy circular / final prospectus.