Filing Summary
Business Context and Reporting Period
This Form 8-K was filed by DMY Technology Group, Inc. III, not IonQ, Inc., and reports an event occurring January 12, 2021. The report was filed January 19, 2021. DMY III was a special purpose acquisition company and identified itself as an emerging growth company.
Material Event and Legal Contingency
dMY Sponsor II, LLC, dMY Technology Group, Inc. II, dMY Sponsor III, LLC, and DMY III accepted service of a lawsuit in which DMY III and related parties were named as counterclaim defendants.
- The matter is identified as dMY Sponsor, LLC et al. v. Carter Glatt et al., Index No. 653903/2020, in the Supreme Court of New York County.
- The underlying action seeks a declaratory judgment that Carter Glatt and Captains Neck Holdings LLC are not entitled to Class Y Units of dMY Sponsor LLC and includes claims relating to Glatt’s termination from GTY Technology Holdings, Inc., including alleged theft or misappropriation of confidential information, breach of contract, breach of fiduciary duty, and conversion.
- Glatt added Harry L. You, Niccolo de Masi, DMY II, and DMY III as counterclaim defendants and asserted claims including breach of contract, fraudulent and negligent misrepresentation, tortious interference, quantum meruit, and unjust enrichment.
- DMY III stated that it had never employed Glatt and had no business agreements with him. DMY II and DMY III deny the claims and intend to defend themselves vigorously.
Financial Metrics, Liquidity, and Outlook
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, operating results, guidance, or an estimate of potential loss or financial exposure from the litigation.
Forward-Looking Statements and Risks
The filing includes customary cautionary language stating that statements regarding DMY II’s and DMY III’s intentions concerning the claims are forward-looking and subject to risks and conditions described in their IPO registration statements. The companies stated that they undertake no obligation to update such statements except as required by law.
Investor Verification Checklist
- Verify that the filing entity is DMY Technology Group, Inc. III, whereas the request metadata identifies IonQ, Inc.
- Review the underlying lawsuit and counterclaims for the asserted causes of action and current procedural status.
- Determine whether subsequent filings disclose settlement, dismissal, liability, legal fees, or a reasonably estimable financial exposure.
- Review DMY III’s IPO registration statement and risk factors referenced in the filing.