UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 1620, 2021

DMY TECHNOLOGY GROUP, INC. II

(Exact name of registrant as specified in its charter)

Delaware	001-39444	84-1502857
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (702) 781-4313

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	DMYD.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	DMYD	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	DMYD WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 57.0701 ~~Submission~~Regulation ofFD ~~Matters to a Vote of Security Holders~~Disclosure.

On April 1620, 2021, dMY ~~held~~Technology aGroup, ~~special~~Inc. ~~meeting~~II, ofa ~~stockholders~~Delaware corporation (the “~~Special Meeting~~Company”)., Atand ~~the~~Genius ~~Special~~Sports ~~Meeting~~Limited, a ~~total of~~company ~~26,741,165~~incorporated ~~(approximately~~under ~~77%)~~the oflaws ~~dMY’s issued and outstanding shares~~ of ~~common stock held of record as of March 12~~Guernsey, ~~2021,~~ ~~the~~jointly ~~record~~issued ~~date~~a ~~for~~press ~~the~~release ~~Special~~announcing ~~Meeting,~~that ~~were~~they ~~present~~have ~~either~~closed intheir ~~person~~previously orannounced bybusiness ~~proxy, which constituted a quorum~~combination. ~~dMY’s~~ ~~stockholders~~A ~~voted~~copy onof the ~~following~~press ~~proposal~~release atis ~~the~~attached ~~Special~~as ~~Meeting,~~Exhibit ~~which was approved and described in more detail in dMY’s definitive proxy statement filed with the U~~99.S.1 ~~Securities~~hereto and ~~Exchange~~incorporated ~~Commission~~by ~~on March 26, 2021~~reference ~~(the “Proxy Statement”)~~herein. ~~The final vote tabulation for the proposal is set forth below.~~

The ~~Business~~information ~~Combination~~in ~~Proposal. To~~this ~~approve~~Item 7.01 and ~~adopt~~Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the ~~Business~~Securities ~~Combination~~Exchange ~~Agreement~~Act of 1934, ~~pursuant~~as toamended ~~which~~(the “Exchange Act”), or otherwise subject to ~~the~~liabilities ~~satisfaction~~under orthat ~~waiver~~section, ofand ~~certain~~shall ~~conditions~~not ~~set~~be ~~forth~~deemed ~~therein,~~to ~~dMY~~be ~~will~~incorporated ~~consummate~~by ~~the~~reference ~~Business~~into ~~Combination.~~the ~~The~~filings ~~Business~~of ~~Combination~~the ~~Proposal~~Company ~~was~~under ~~approved.~~the ~~The~~Securities ~~final~~Act ~~voting~~of ~~tabulation~~1933, ~~for~~as ~~this~~amended ~~proposal~~(the ~~was~~“Securities asAct”) ~~follows:~~or the Exchange Act, regardless of any general incorporation language in such filings.

Votes For		Votes Against		Abstentions		Broker Non-Votes
26,454,573		5,390		11,202		0

Item 9.01

Financial Statements and Exhibits.

~~Item~~(d) 8Exhibits.01 ~~Other Events.~~

In connection with the Business Combination, holders of 1,296 shares of dMY’s Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of $12,966.05.


Exhibit No.		Description
99.1		Press Release, dated April 20, 2021.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

dMY TECHNOLOGY GROUP, INC. II

/s/ Niccolo de Masi

Dated: April 16, 2021

Name: Niccolo de Masi

Dated: April 20, 2021

Name: Niccolo de Masi

Title: Chief Executive Officer

Filing Compare · dMY Technology Group, Inc. II