Business context and reporting period
This is dMY Technology Group, Inc. III’s Form 10-Q for the quarter ended September 30, 2020—not an operating-company filing by IonQ, Inc. dMY was a blank-check company incorporated on September 14, 2020 to pursue a business combination. It had not begun operations by quarter-end; all reported activity related to formation and preparation for its IPO.
Financial results and condition
- Revenue: None. The company expected no operating revenue before completing a business combination.
- Net loss: $10,114 from inception through September 30, comprising $1,297 of general and administrative expenses and $8,817 of franchise tax expense. Basic and diluted loss per share was reported as $(0.00).
- Cash flow: Net cash used in operating activities was zero; financing provided $25,000, leaving cash of $25,000 at period-end.
- Liquidity: Working capital deficit was approximately $262,000. Current liabilities totaled $286,834, compared with $25,000 of cash and $301,720 of total assets.
- Debt and obligations: Approximately $297 was outstanding under a non-interest-bearing Sponsor note at September 30. No working-capital loans were outstanding; the company reported no long-term debt or other long-term contractual obligations.
- Margins and other operating metrics: Not meaningful for this pre-operating SPAC; the filing reports no revenue.
Changes and subsequent developments
There is no prior comparable operating period: the company was formed on September 14, 2020. After quarter-end, on November 17, it completed an IPO of 30 million units at $10 each, generating $300 million in gross proceeds, and a private placement of warrants generating approximately $8 million. Approximately $300 million was placed in trust. IPO costs were approximately $16.96 million, including $10.5 million of deferred underwriting commissions. These post-quarter transactions do not represent September 30 balances.
Outlook, risks and unusual items
- Management said available working capital and borrowing capacity should cover needs through the earlier of a business combination or one year from the filing. The SPAC’s stated purpose was to identify and complete a business combination; no target or transaction is identified in this filing.
- The company had 24 months from the IPO closing to complete a business combination—through November 17, 2022—or it was required to redeem public shares and wind up, subject to the filing’s terms.
- Management noted COVID-19 could adversely affect its financial position, operations, or target search, but said the impact was not then determinable.
- The Sponsor could, but was not obligated to, provide future working-capital loans. A $10,000 monthly administrative-services fee was to begin when the securities were listed and continue until a business combination or liquidation.
- Management concluded disclosure controls were effective and reported no material change in internal control over financial reporting. No legal proceedings were reported.
Important facts for investors to verify
- Confirm the filing entity: the 10-Q is for dMY Technology Group, Inc. III, not IonQ, Inc.; do not treat its SPAC financials as IonQ operating results.
- Verify the IPO, trust-account funding, offering costs, and private-placement figures against subsequent filings.
- Review the business-combination deadline, redemption terms, warrant conditions, and Sponsor support arrangements.
- Assess the limited operating history, working-capital deficit, and uncertainty around completing a business combination.