Filing Overview
Registrant: dMY Technology Group, Inc. III, a special purpose acquisition company associated with the securities traded under DMYI. The Form 8-K was filed on May 18, 2021, under Item 4.02(a). The filing does not identify IonQ, Inc. as the registrant.
Material Accounting Restatement
Following the SEC Staff’s April 12, 2021 statement regarding SPAC warrant accounting, management and the audit committee reevaluated dMY’s warrants under ASC 815-40. They concluded that the warrants were not sufficiently indexed to the company’s common stock and therefore should have been classified as derivative liabilities rather than equity instruments.
The company announced that previously issued financial statements for the following periods should no longer be relied upon and will be restated:
- The audited balance sheet as of November 17, 2020.
- The unaudited interim financial statements for the quarter ended September 30, 2020.
- The audited financial statements as of December 31, 2020 and for the period from September 14, 2020, the date of inception, through December 31, 2020.
Financial and Liquidity Impact
- The filing does not provide revised revenue, profit, margin, debt, liquidity, or cash balance amounts.
- The change in warrant classification is expected to affect reported balance-sheet and income-statement amounts through derivative-liability accounting and related fair-value changes.
- The filing specifically states that the prior warrant accounting did not affect previously reported operating expenses, cash flows, or cash and cash equivalents.
- No material operating-performance metrics or guidance are provided.
Management Commentary and Risks
Management and the audit committee determined that the prior accounting represented a misapplication of the applicable warrant guidance. The audit committee and management discussed the matter with the company’s independent accountant.
Investors should consider the restatement announcement a reporting and comparability risk. Historical financial statements, investor presentations, stockholder communications, and other communications describing affected financial information should not be relied upon until the restated information is filed.
Key Facts to Verify
- Restated financial statements and the resulting changes to derivative warrant liabilities, equity, net income or loss, and earnings per share.
- The effect of warrant remeasurement on future reported earnings and balance-sheet volatility.
- Whether the restatement affects any transaction, merger, financing, covenant, or regulatory calculations.
- Subsequent filings confirming completion of the restatement and any auditor-related disclosures.
- The relationship, if any, between dMY Technology Group III and IonQ, Inc.; this filing itself does not provide that information.