As filed with the Securities and Exchange Commission on January 15, 2021Registration No. 333-

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4REGISTRATION STATEMENT

UNDERTHE SECURITIES ACT OF 1933

Galileo NewCo Limited*(Exact Name of Each Registrant as Specified in its Charter)

Island of Guernsey 7990 Not Applicable(State or other jurisdiction of

Incorporation or organization)(Primary Standard IndustrialClassification Code Number)

(I.R.S. EmployerIdentification Number)

Genius Sports Group9th Floor, 10 Bloomsbury Way

London, WC1A 2SLTelephone: +44 (0) 20 7851 4060

(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

Donald J. Puglisi, Esq.Puglisi & Associates

850 Library Avenue #204Newark, Delaware 19711

Telephone: (302) 738-6680(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:Joel L. Rubinstein

Jonathan P. RochwargerEra Anagnosti

White & Case LLP1221 Avenue of the Americas

New York, NY 10020Telephone: (212) 819-8200

Joshua N. Korff, P.C.Ross M. Leff, P.C.Marsha Mogilevich

Kirkland & Ellis LLP601 Lexington AvenueNew York, NY 10022

Telephone: (212) 446-4800

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditionsto the transactions contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering. ‘If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ‘If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ‘Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ‘Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ÈIf an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. † ‘* Upon the closing of the contemplated business combination with dMY Technology Group, Inc. II, registrant will change its name to .† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards

Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of Each Class ofSecurity To Be Registered

AmountTo Be

Registered(1)

ProposedMaximum

Offering PricePer Security(2)

ProposedMaximumAggregate

Offering Price(2)Amount of

Registration Fee

Ordinary Shares(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,500,000 $16.18 $558,210,000 $60,900.71Ordinary Shares(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,200,000 $16.18 $148,856,000 $16,240.19Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $707,066,000 $77,140.90

(1) All securities being registered will be issued by the registrant, Galileo NewCo Limited, an Island of Guernsey company (“NewCo”). In connection with the businesscombination described in the included proxy statement/prospectus, Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo, willmerge with and into dMY Technology Group, Inc. II (“dMY”), a Delaware corporation, with dMY as the surviving company. In consideration for the acquisition ofall of the issued and outstanding equity interests of dMY, Newco will issue an equivalent number of ordinary shares with a par value of $0.01 per share (the“Ordinary Shares”), and dMY’s outstanding warrants will be assumed by NewCo and become exercisable for Ordinary Shares. The number of Ordinary Shares beingregistered represents the estimated maximum number of Ordinary Shares to be issued in connection with the proposed business combination described herein.

(2) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A common stock of dMY (the“Class A Shares”) on the New York Stock Exchange on January 12, 2021 ($16.18 per share). This calculation has been made in accordance with Rule 457(f)(1) ofthe Securities Act of 1933, as amended.

(3) Includes 34,500,000 Ordinary Shares, consisting of (i) 27,600,000 Ordinary Shares issued in exchange for 27,600,000 Class A Shares that were issued as part of units inconnection with dMY’s initial public offering (the “IPO”) and (ii) 6,900,000 Ordinary Shares issued in exchange for 6,900,000 Class A Shares to be issued immediatelyprior to the closing of the business combination upon the automatic conversion of dMY’s outstanding Class B common stock (the “Class B Shares”) into Class A Shares.

(4) Represents Ordinary Shares issuable upon exercise of outstanding dMY warrants that will be assumed by NewCo as part of the business combination transaction,with each such warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per share commencing on the later of (i) 30 days aftercompletion of the business combination described herein and (ii) 12 months after the closing of dMY’s initial public offering (i.e., August 18, 2021).

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall filea further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of theSecurities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, actingpursuant to said Section 8(a), may determine.

PRELIMINARY PROXY STATEMENT/PROSPECTUSSUBJECT TO COMPLETION, DATED JANUARY 15, 2021

DMY TECHNOLOGY GROUP, INC. II1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

NOTICE OF SPECIAL MEETINGOF STOCKHOLDERS OF

DMY TECHNOLOGY GROUP, INC. II

To Be Held On , 2021

To the Stockholders of dMY Technology Group, Inc. II:

NOTICE IS HEREBY GIVEN that a special meeting (the “special meeting”) of stockholders of dMYTechnology Group, Inc. II, a Delaware corporation (“dMY,” the “Company,” “we,” “us” or “our”), will be heldat 10:00 AM, Eastern Time, on , 2021, at http:// (the “special meeting”). In light of ongoingdevelopments related to the novel coronavirus (“COVID-19”), after careful consideration, we have determinedthat the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitatestockholder attendance while safeguarding the health and safety of our stockholders, directors and managementteam. You are cordially invited to attend the special meeting online by visiting https:// and using acontrol number assigned by Continental Stock Transfer & Trust Company. To register and receive access to thevirtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stockbrokerage account or by a bank or other holder of record) will need to follow the instructions applicable to themprovided in this proxy statement.

At the special meeting, you will be asked to consider and vote on proposals to:

(a) Proposal No. 1 — the Business Combination Proposal — to approve and adopt the BusinessCombination Agreement (the “Business Combination Agreement”), dated as of October 27, 2020, byand among dMY, Maven TopCo Limited, a company incorporated under the laws of Guernsey(“TopCo”), Maven Midco Limited, a private limited company incorporated under the laws of Englandand Wales (“MidCo”), Galileo NewCo Limited, a company incorporated under the laws of Guernsey(“NewCo”), Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary ofNewCo (“Merger Sub”), and dMY Sponsor II, LLC, a Delaware limited liability company (the“Sponsor”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forththerein, the following shall occur: (i) effective as of immediately prior to the closing of the BusinessCombination (the “Closing”), dMY’s issued and outstanding shares of dMY Class B common stock(the “Class B Shares”) will convert automatically on a one-for-one basis into shares of dMY Class Acommon stock (the “Class A Shares,” and, together with the Class B Shares, the “common stock”); and(ii) on the date of Closing, Merger Sub will merge with and into dMY, with dMY continuing as thesurviving company, as a result of which (A) dMY will become a wholly-owned subsidiary of NewCo;(B) each issued and outstanding unit of dMY, consisting of one Class A Share and one-third of onewarrant (the “dMY warrants”), shall be automatically detached; (C) in consideration for the acquisitionof all of the issued and outstanding Class A Shares of dMY (as a result of the Business Combination),NewCo will issue one NewCo ordinary share for each dMY Class A Share acquired by virtue of theBusiness Combination; (D) each issued and outstanding dMY warrant to purchase a Class A Share willbe assumed by NewCo and become exercisable for one NewCo ordinary share; and (E) dMY andNewCo will change their names to and , respectively.

The Business Combination Agreement provides, among other things, that TopCo will undergoa pre-closing reorganization (the “Reorganization”), wherein all existing classes of shares of TopCo(except for (i) certain preference shares of TopCo which will be redeemed and cancelled as part of theReorganization (the “TopCo Redemption”) and (ii) certain shares of TopCo which will be contributed

to NewCo in exchange for certain preference share payments (the “Catch-Up Payment”)) will becontributed to NewCo in exchange for newly issued ordinary shares of NewCo (“NewCo ordinaryshares”). As described in the Business Combination Agreement, solely with respect to the shares ofTopCo that remain unvested immediately prior to such reorganization and provided that the holders ofsuch shares have executed and delivered support agreements agreeing to the vesting and restrictionprovisions therein, such shares shall be exchanged for NewCo ordinary shares but shall be subject tothe vesting and restriction summarized therein (the “Restricted Shares”). Following the Reorganization,upon the Closing, the shareholders of TopCo will hold: (1) that number of NewCo ordinary sharesequal to the quotient obtained by dividing (i) $1,400,000,000, less the amount needed to repay certainloans granted by Topco, Midco and other direct and indirect subsidiaries of Topco, less the amountused to pay for the TopCo Redemption, less an amount equal to the Catch-Up Payment and less theamount, if any, to repurchase certain NewCo ordinary shares, in each case, in accordance with theterms of the Business Combination Agreement, by (ii) $10.00; and (2) up to 11,618,401 RestrictedShares issued pursuant to the terms and conditions of the Reorganization as set forth in the BusinessCombination Agreement. The transactions contemplated by the Business Combination Agreement arereferred to herein as the “Business Combination.”

The Closing is subject to certain customary conditions, including, among other things, that we haveMinimum Cash equaling at least $315 million (where Minimum Cash means the cash in dMY’s trustaccount (“trust account”) established in connection with the Company’s initial public offering (“IPO”),less amounts required for the dMY Share Redemptions (as defined in the Business CombinationAgreement), less 33% of the aggregate amount of transaction expenses incurred by the parties to theBusiness Combination Agreement, and plus the aggregate proceeds received by NewCo from the PIPEInvestment (as defined below)) (the foregoing, the “Minimum Cash Condition”).

In order to meet the Closing conditions, NewCo and dMY entered into certain subscription agreements,each dated October 27, 2020 (the “Subscription Agreements”), with certain accredited and institutionalinvestors, pursuant to which such investors have subscribed to purchase an aggregate of 33,000,000NewCo ordinary shares (together, the “Subscriptions”), for a purchase price of $10.00 per share, for anaggregate purchase price of $330,000,000, to be issued immediately prior to or substantiallyconcurrently with the Closing (the “PIPE Investment”); and

(b) Proposal No. 2 — the Adjournment Proposal — to approve the adjournment of the special meeting to alater date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in theevent that there are insufficient votes for, or otherwise in connection with, the approval of the BusinessCombination Proposal.

The above matters are more fully described in the accompanying proxy statement/prospectus, which alsoincludes, as Annex A, a copy of the Business Combination Agreement and the exhibits attached thereto. We urgeyou to read carefully the accompanying proxy statement/prospectus in its entirety, including the Annexes andaccompanying financial statements.

Our units, Class A Shares and warrants are currently listed on the New York Stock Exchange (the “NYSE”)under the symbols “DMYD.U,” “DMYD” and “DMYD WS,” respectively. NewCo intends to apply for listing, tobe effective at Closing, of the NewCo ordinary shares and warrants on the NYSE under the symbols “GENI” and“GENI WS,” respectively. NewCo will not have units traded following the consummation of the BusinessCombination. It is a condition to the consummation of the Business Combination that the NewCo ordinary sharesand warrants are approved for listing on the NYSE, but there can be no assurance such listing condition will bemet. If such listing condition is not met, the Business Combination may not be consummated unless suchcondition is waived by the parties.

Only holders of record of Class A Shares and Class B Shares at the close of business on , 2021(the “record date”) are entitled to notice of and to vote and have their votes counted at the special meeting andany adjournments or postponements of the special meeting. A complete list of our stockholders of record entitledto vote at the special meeting will be available for ten days before the special meeting at our principal executiveoffices for inspection by stockholders during ordinary business hours for any purpose germane to the specialmeeting and electronically during the Special Meeting at .

We are providing the accompanying proxy statement/prospectus and proxy card to our stockholders inconnection with the solicitation of proxies to be voted at the special meeting and at any adjournments orpostponements of the special meeting. Whether or not you plan to attend the special meeting, we urge you toread the accompanying proxy statement/prospectus carefully and submit your proxy to vote on theBusiness Combination. Please pay particular attention to the section entitled “Risk Factors” beginning onpage 29 of the accompanying proxy statement/prospectus.

After careful consideration, our board of directors has unanimously approved the BusinessCombination Agreement and the transactions contemplated thereby and determined that each of theBusiness Combination Proposal and the Adjournment Proposal is in the best interests of the Company andits stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each ofthose proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts ofinterest, including a conflict between what may be in the best interests of the Company and itsstockholders and what may be best for a director’s personal interests when determining to recommendthat stockholders vote for the proposals. See the sections entitled “The Business Combination Proposal —Interests of dMY’s Directors and Officers in the Business Combination” and “Beneficial Ownership ofSecurities” in the accompanying proxy statement/prospectus for a further discussion.

Our “initial stockholders” (consisting of the Sponsor, Darla Anderson, Francesca Luthi and Charles E. Wert)and our other officers and directors entered into a letter agreement at the time of the IPO, pursuant to which theyagreed to vote the Class B Shares purchased by them, as well as any Class A Shares included in the units sold bythe Company in the IPO (the “public shares”) purchased by them during or after the IPO, in favor of the BusinessCombination Proposal. As of the date hereof, our initial stockholders own 20% of our total outstanding shares ofcommon stock.

Pursuant to the Current Charter, a holder of public shares (a “public stockholder”) may request that dMYredeem all or a portion of his, her or its public shares for cash if the Business Combination is consummated. Youwill be entitled to receive cash for any public shares to be redeemed only if you:

(i) (A) hold public shares or (B) hold public shares through units and you elect to separate your units intothe underlying public shares and public warrants prior to exercising your redemption rights with respect to thepublic shares; and

(ii) prior to 10:00 AM, Eastern Time, on , 2021 (two business days prior to the vote at the specialmeeting), (A) submit a written request to Continental Stock Transfer & Trust Company, dMY’s transfer agent(the “transfer agent”), that dMY redeem your public shares for cash and (B) deliver your public shares to thetransfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying public shares and public warrants prior to exercisingredemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm orbank, holders must notify their broker or bank that they elect to separate the units into the underlying publicshares and public warrants, or if a holder holds units registered in its own name, the holder must contact thetransfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion oftheir public shares even if they vote against the Business Combination Proposal. If the BusinessCombination is not consummated, the public shares will not be redeemed for cash. If a public stockholderproperly exercises his, her or its right to redeem his, her or its public shares and timely delivers its shares to thetransfer agent, we will redeem each public share for a per share price, payable in cash, equal to the aggregateamount then on deposit in the trust account, calculated as of two business days prior to the consummation of theBusiness Combination, including interest earned on the funds held in the trust account (net of taxes payable),divided by the number of then-outstanding public shares. For illustrative purposes, as of , 2021, thiswould have amounted to approximately $10. per public share. If a public stockholder exercises its redemptionrights, then it will be exchanging

its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares,once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter,with our consent, until the Closing. Furthermore, if a holder of a public share delivers its certificate in connectionwith an election of its redemption and subsequently decides prior to the applicable date not to elect to exercisesuch rights, it may simply request that we instruct our transfer agent to return the certificate (physically orelectronically). The holder can make such request by contacting the transfer agent, at the address or emailaddress listed in the accompanying proxy statement/prospectus. We will be required to honor such request only ifmade prior to the deadline for exercising redemption requests. See “Special Meeting of dMY Stockholders —Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the proceduresto be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such publicstockholder or any other person with whom such public stockholder is acting in concert or as a “group” (asdefined in Section 13 of the U.S. Securities Exchange Act of 1934, as amended), will be restricted fromredeeming his, her or its public shares with respect to more than an aggregate of 20% of the public shares,without our prior consent. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks toredeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not beredeemed for cash, without our prior consent.

The Closing is subject to certain customary conditions, including, among other things, that (i) the MinimumCash Condition has been satisfied and (ii) dMY’s stockholders approve the Business Combination Proposal.Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assetsto be less than $5,000,001. See “The Business Combination Agreement.”

Under the Business Combination Agreement, the approval of the Business Combination Proposal is acondition to the consummation of the Business Combination. The Adjournment Proposal is not conditioned onthe approval of any other proposal. If our stockholders do not approve the Business Combination Proposal, theBusiness Combination may not be consummated.

Approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of theoutstanding votes cast by holders of Class A Shares and Class B Shares present in person (which would includepresence at the virtual special meeting) or by proxy at the special meeting and entitled to vote thereon, voting asa single class.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of at least a majority ofthe votes cast by holders of Class A Shares and Class B Shares present in person (which would include presenceat the virtual special meeting) or by proxy at the special meeting and entitled to vote thereon, voting as a singleclass.

All our stockholders are cordially invited to attend the virtual special meeting, which includes presence atthe virtual special meeting. To ensure your representation at the special meeting, however, you are urged tocomplete, sign, date and return the enclosed proxy card as soon as possible.

If you are a stockholder of record holding shares of common stock, you may also cast your vote in person(which would include voting at the virtual special meeting). If your shares are held in an account at a brokeragefirm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend thespecial meeting and vote in person (which would include voting at the virtual special meeting), obtain a proxyfrom your broker or bank.

If you fail to return a proxy card or fail to instruct a broker or other nominee how to vote, and do not attendthe special meeting in person (which would include presence at the virtual special meeting), your shares will notbe counted for purposes of determining whether a quorum is present at the special meeting. If a valid quorum isestablished, any such failure to vote or to provide voting instructions will have no effect on the outcome of anyproposal in the accompanying proxy statement/prospectus.

Your vote is important regardless of the number of shares you own. Whether you plan to attend thespecial meeting or not, please sign, date and return the enclosed proxy card as soon as possible in theenvelope provided.

If your shares are held in “street name” or are in a margin or similar account, you should contact yourbroker to ensure that your shares are represented and voted at the special meeting.

On behalf of our board of directors, I would like to thank you for your support of dMY Technology Group,Inc. II and look forward to a successful completion of the Business Combination.

By Order of the Board of Directors,

Harry L. You, 2021 Chairman

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders tobe held on , 2021: This notice of special meeting and the related proxy statement will be available athttps://www.cstproxy.com/ /2021.

IF YOU RETURN YOUR PROXY CARD SIGNED AND WITHOUT AN INDICATION OF HOWYOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THEPROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD CLASSA SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYINGPUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTIONRIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THETRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIALMEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOURCLASS A SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USINGTHE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN)SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINESDESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESSCOMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BEREDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TOINSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THESHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE“SPECIAL MEETING OF DMY STOCKHOLDERS — REDEMPTION RIGHTS” IN THEACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the SEC nor any state securities commission has approved or disapproved of the transactionsdescribed in the accompanying proxy statement/prospectus, passed upon the merits or fairness of the BusinessCombination Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy ofthe accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated , 2021 and is first being mailed to dMYstockholders on or about , 2021.

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SUBJECT TO COMPLETION, DATED JANUARY 15, 2021

PROXY STATEMENT FOR SPECIAL MEETINGOF STOCKHOLDERS OF

DMY TECHNOLOGY GROUP, INC. II

PROSPECTUS FOR UP TO 34,500,000 ORDINARY SHARESAND 9,200,000 ORDINARY SHARES ISSUABLE UPON THE EXERCISE OF WARRANTS OF

GALILEO NEWCO LIMITED

The board of directors of dMY Technology Group, Inc. II, a Delaware corporation (“dMY,” “we,” “us,” and “our”), has unanimouslyapproved the Business Combination Agreement, dated as of October 27, 2020 (the “Business Combination Agreement”), by and amongdMY, Maven TopCo Limited, a company incorporated under the laws of Guernsey (“TopCo”), Maven Midco Limited, a private limitedcompany incorporated under the laws of England and Wales (“MidCo”), Galileo NewCo Limited, a company incorporated under the lawsof Guernsey (“NewCo”), Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”), anddMY Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which, subject to the satisfaction or waiver ofcertain conditions set forth therein, the following shall occur: (i) effective as of immediately prior to the closing of the BusinessCombination (the “Closing”), dMY’s issued and outstanding shares of dMY Class B common stock (the “Class B Shares”) will convertautomatically on a one-for-one basis into shares of dMY Class A common stock (the “Class A Shares,” and, together with the Class BShares, the “common stock”); and (ii) on the date of Closing, Merger Sub will merge with and into dMY, with dMY continuing as thesurviving company, as a result of which (A) dMY will become a wholly-owned subsidiary of NewCo; (B) each issued and outstanding unitof dMY, consisting of one Class A Share and one-third of one warrant (the “dMY warrants”), shall be automatically detached; (C) inconsideration for the acquisition of all of the issued and outstanding Class A Shares of dMY (as a result of the Business Combination),NewCo will issue one NewCo ordinary share for each dMY Class A Share acquired by virtue of the Business Combination; (D) each issuedand outstanding dMY warrant to purchase a Class A Share will be assumed by NewCo and become exercisable for one NewCo ordinaryshare; and (E) dMY and NewCo will each change their names into and , respectively.

The Business Combination Agreement provides, among other things, that TopCo will undergo a pre-closing reorganization (the“Reorganization”) wherein all existing classes of shares of TopCo (except for (i) certain preference shares of TopCo which will beredeemed and cancelled as part of the Reorganization (the “TopCo Redemption”) and (ii) certain shares of TopCo which will be contributedto NewCo in exchange for certain preference share payments (the “Catch-Up Payment”)) will be contributed to NewCo in exchange fornewly issued ordinary shares of NewCo (“NewCo ordinary shares”). As described in the Business Combination Agreement, solely withrespect to the shares of TopCo that are unvested prior to the Reorganization and provided that the holders of such shares have executed anddelivered support agreements agreeing to the vesting and restriction provisions therein, such shares shall be exchanged for NewCo ordinaryshares but shall be subject to the vesting and restrictions as set forth therein (the “Restricted Shares”). Following the Reorganization, uponthe Closing, the shareholders of TopCo will hold: (1) that number of NewCo ordinary shares equal to the quotient obtained by dividing (i)$1,400,000,000, less the amount needed to repay certain loans granted by Topco, Midco and other direct and indirect subsidiaries of Topco,less the amount used to pay for the TopCo Redemption, less an amount equal to the Catch-Up Payment and less the amount, if any, torepurchase certain NewCo ordinary shares, in each case, in accordance with the terms of the Business Combination Agreement, by (ii)$10.00, and (2) up to 11,618,401 Restricted Shares issued pursuant to the terms and conditions of the Reorganization as set forth in theBusiness Combination Agreement. The transactions contemplated by the Business Combination Agreement are referred to herein as the“Business Combination.”

Immediately following the Closing, it is expected that the dMY public stockholders will own approximately 16.5% of NewCo ordinaryshares outstanding at that time, assuming no redemption of public shares and without giving effect to any dilutive instruments, such as theexercise of the dMY warrants.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will bepresented at the special meeting of stockholders of dMY scheduled to be held at 10:00 AM, Eastern Time, on , 2021, athttp:// (the “special meeting”). In light of ongoing developments related to the novel coronavirus (“COVID-19”), after carefulconsideration, we have determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order tofacilitate stockholder attendance while safeguarding the health and safety of our stockholders, directors and management team. You arecordially invited to attend the special meeting online by visiting https:// and using a control number assigned by Continental StockTransfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (thoseholding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable tothem provided in this proxy statement/prospectus.

Our units, Class A Shares and warrants are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols“DMYD.U,” “DMYD” and “DMYD WS,” respectively. NewCo intends to apply for listing, to be effective at Closing, of the NewCoordinary shares and warrants on the NYSE under the symbols “GENI” and “GENI WS,” respectively. NewCo will not have units tradedfollowing the consummation of the Business Combination. It is a condition to the consummation of the Business Combination that theNewCo ordinary shares and warrants are approved for listing on the NYSE, but there can be no assurance such listing condition will be met.If such listing condition is not met, the Business Combination may not be consummated unless such condition is waived by the parties.

dMY is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply withcertain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Business Combination and othermatters to be considered at the special meeting of dMY’s stockholders. dMY encourages you to carefully read this entiredocument. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 29.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securitiescommission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy oradequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated , 2021, and is first being mailed to dMY stockholders on or about , 2021.

TABLE OF CONTENTS

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ABOUT THIS PROXY STATEMENT/PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iiFINANCIAL STATEMENT PRESENTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iiiCONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS AND

EXCHANGE RATE PRESENTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ivINDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vFREQUENTLY USED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viTRADEMARKS, TRADE NAMES AND SERVICE MARKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ixSUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION . . . . . . . . . . . . . . . . . 1QUESTIONS AND ANSWERS ABOUT THE PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3SUMMARY OF THE PROXY STATEMENT/PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11COMPARATIVE PER SHARE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . 67SPECIAL MEETING OF DMY STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68THE BUSINESS COMBINATION PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75THE BUSINESS COMBINATION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113THE ADJOURNMENT PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128SELECTED HISTORICAL FINANCIAL INFORMATION OF DMY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129SELECTED HISTORICAL FINANCIAL AND OPERATING DATA OF TOPCO . . . . . . . . . . . . . . . . . . 130SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132INFORMATION ABOUT MANAGEMENT, DIRECTORS AND NOMINEES . . . . . . . . . . . . . . . . . . . . . 134OTHER INFORMATION RELATED TO DMY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143BUSINESS OF GENIUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS . . . . . . . . . . . . 177TOPCO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND

RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191BENEFICIAL OWNERSHIP OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . 214DESCRIPTION OF NEWCO’S SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218PRICE RANGE OF SECURITIES AND DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 235COMPARISON OF SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236APPRAISAL RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248SUBMISSION OF STOCKHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 249OTHER STOCKHOLDER COMMUNICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251DELIVERY OF DOCUMENTS TO STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 252INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1ANNEX A — BUSINESS COMBINATION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1ANNEX B — AMENDED AND RESTATED MEMORANDUM OF INCORPORATION OF

NEWCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1ANNEX C —AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NEWCO . . . . . . . C-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities andExchange Commission, or the “SEC,” constitutes a prospectus of NewCo under Section 5 of the U.S. SecuritiesAct of 1933, as amended, or the “Securities Act,” with respect to the NewCo ordinary shares to be issued to dMYstockholders and the NewCo ordinary shares underlying the dMY warrants being assumed by NewCo as part ofthe Business Combination, if the Business Combination described herein is consummated. This document alsoconstitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of1934, as amended, or the “Exchange Act,” with respect to the Special Meeting of dMY stockholders at whichdMY stockholders will be asked to consider and vote upon a proposal to approve the Business Combination bythe adoption of the Business Combination Agreement, among other matters.

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FINANCIAL STATEMENT PRESENTATION

NewCo was incorporated on October 21, 2020 for the purpose of effectuating the Business Combinationdescribed herein. NewCo has no material assets and does not operate any businesses. Accordingly, no financialstatements of NewCo have been included in this proxy statement/prospectus. The Business Combination will firstbe accounted for as a capital reorganization whereby NewCo is the successor to its predecessor TopCo. As aresult of the first step described above, the existing shareholders of TopCo will continue to retain control throughownership of NewCo. The capital reorganization will be immediately followed by the acquisition of dMY, whichis accounted for within the scope of ASC 805, Business Combinations (“ASC 805”). Under this method ofaccounting, dMY will be treated as the “acquired” company for financial reporting purposes. Accordingly, foraccounting purposes, the Business Combination will be treated as the equivalent of NewCo issuing NewCoordinary shares for the net assets of dMY, accompanied by a recapitalization.

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CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS AND EXCHANGERATE PRESENTATION

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

• “$,” “USD” and “U.S. dollar” each refer to the United States dollar;

• “£,” “GBP” and “pounds” each refer to the British pound sterling; and

• “€,” “EUR” and “Euro” each refer to the Euro.

Certain amounts described herein have been expressed in U.S. dollars for convenience, and when expressedin U.S. dollars in the future, such amounts may be different from those set forth herein due to interveningexchange rate fluctuations. The exchange rate used for conversion between U.S. dollars and pounds is based onthe historical exchange rate of the pound released by the Federal Reserve, the central bank of the United States.

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INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding themarkets in which Genius competes, as well as Genius’ statistics, data and other information provided by thirdparties relating to markets, market sizes, market shares, market positions and other industry data pertaining toGenius’ business and markets, including information obtained from Ellers & Krejcik Gaming (collectively,“Industry Analysis”). Such information is supplemented where necessary with Genius’ own internal estimatesand information obtained from H2 Gambling Capital, taking into account publicly available information aboutother industry participants and the judgment of Genius’ management where information is not publicly available.This information appears in “Business of Genius” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain hasbeen obtained from sources believed to be reliable, but that the accuracy and completeness of such information isnot guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to thesame qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus.These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors,including those described under “Risk Factors.” These and other factors could cause results to differ materiallyfrom those expressed in any forecasts or estimates.

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“Adjournment Proposal” means the proposal to adjourn the special meeting to a later date or dates, ifnecessary, to permit further solicitation and vote of proxies if dMY is unable to consummate the BusinessCombination.

“Apax Funds” means certain funds the ultimate general partners of which are advised by Apax PartnersLLP.

“Board” means the board of directors of dMY.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of October 27,2020, by and among dMY, TopCo, MidCo, NewCo, Merger Sub and Sponsor, which is attached hereto as AnnexA, and as may be amended from time to time.

“Business Combination Proposal” means the proposal to approve the Business Combination described inthis proxy statement/prospectus.

“Class A Shares” means dMY’s Class A common stock, par value $0.0001.

“Class B Shares” means dMY’s Class B common stock, par value $0.0001.

“Closing” means the closing of the Business Combination.

“common stock” means the Class A Shares together with the Class B Shares of dMY.

“Continental” means Continental Stock Transfer & Trust Company.

“Current Charter” means dMY’s current amended and restated certificate of incorporation.

“DGCL” means the Delaware General Corporation Law as the same may be amended from time to time.

“dMY Merger” means the merger of dMY into the Merger Sub pursuant to the Business CombinationAgreement.

“dMY unit” means a unit of dMY consisting of (a) one Class A Share and (b) one-third of one dMY publicwarrant.

“dMY warrant” means, collectively, the private and public warrants of dMY, each entitling the holder topurchase one Class A Share per warrant at a price of $11.50 per share.

“DTC” means the Depository Trust Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Founders” means the Sponsor and the following independent directors of dMY: Darla Anderson,Francesca Luthi and Charles E. Wert.

“Founder Shares” means the Class B Shares purchased by the Sponsor and the following independentdirectors of dMY: Darla Anderson, Francesca Luthi and Charles E. Wert.

“Genius” means Genius Sports Group Limited.

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“Guernsey Companies Law” means the Companies (Guernsey) Law, 2008 (as amended).

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means dMY’s August 18, 2020 initial public offering of units, with each unit consisting of oneClass A Share and one-third of one warrant, raising total gross proceeds of approximately $276,000,000.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Merger Sub” means Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary ofNewCo.

“MidCo” means Maven Midco Limited, a private limited company incorporated under the laws of Englandand Wales.

“NewCo” means Galileo NewCo Limited, a company incorporated under the laws of Guernsey, and itssubsidiaries when the context requires, that will change its name to in connection with the BusinessCombination.

“NewCo Board” means the board of directors of Newco, upon the consummation of the BusinessCombination.

“NewCo Governing Documents” means the NewCo Amended and Restated Memorandum of Incorporationand the NewCo Amended and Restated Articles of Incorporation.

“NewCo ordinary shares” means the ordinary shares of NewCo, par value $0.01.

“NYSE” means the New York Stock Exchange.

“Ordinary Resolution” means a resolution passed as an ordinary resolution in accordance with the GuernseyCompanies Law by a simple majority of the votes of the shareholders entitled to vote and voting in person or byattorney or by proxy at a meeting or by a simple majority of the total voting rights of eligible shareholders (beingthe shareholders entitled to vote on the circulation of the written resolution) by written resolution.

“private placement warrants” means the warrants issued to the Sponsor in a private placementsimultaneously with the closing of the IPO, with each such warrant entitling the holder thereof to purchase oneClass A Share at a price of $11.50 per share.

“public shares” means the Class A Shares issued in the IPO held by public shareholders other than theFounders.

“public warrants” means the 9,200,000 redeemable warrants sold as part of the units in the IPO.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“special meeting” means the special meeting of dMY stockholders, called for the purpose of approving theBusiness Combination and the other proposals set forth herein.

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“Special Resolution” means a resolution passed as a special resolution in accordance with the GuernseyCompanies Law by a majority of not less than seventy five percent of the votes of the shareholders entitled tovote and voting in person or by attorney or by proxy at a meeting or by seventy five percent of the total votingrights of eligible shareholders (being the shareholders entitled to vote on the circulation of the written resolution)by written resolution.

“Sponsor” means dMY Sponsor II, LLC, a Delaware limited liability company.

“Target Companies” means, collectively, TopCo, MidCo, NewCo, Merger Sub and all direct and indirectsubsidiaries of TopCo.

“TopCo” means Maven Topco Limited, a company incorporated under the laws of Guernsey.

“TopCo Redemption” means the redemption and cancellation of certain preference shares of TopCo as partof the Reorganization.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“warrants” means the private placement warrants and public warrants.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

TopCo, MidCo, NewCo, Merger Sub, dMY and their respective subsidiaries own or have rights totrademarks, trade names and service marks that they use in connection with the operation of their businesses. Inaddition, their names, logos and website names and addresses are their trademarks or service marks. Othertrademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of theirrespective owners. Solely for convenience, in some cases, the trademarks, trade names and service marksreferred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but suchreferences are not intended to indicate, in any way, that we or the owners thereof will not assert, to the fullestextent under applicable law, our or their rights to these trademarks, trade names and service marks.

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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

Pursuant to the Business Combination Agreement, (i) effective as of immediately prior to the Closing, eachissued and outstanding Class B Share will convert automatically on a one-for-one basis into a Class A Share; and(ii) on the date of Closing, Merger Sub will merge with and into dMY, with dMY continuing as the survivingcompany, as a result of which (A) dMY will become a wholly-owned subsidiary of NewCo; (B) each issued andoutstanding unit of dMY, consisting of one Class A Share and one-third of one dMY warrant, shall beautomatically detached; (C) in consideration for the acquisition of all of the issued and outstanding Class Ashares of dMY (as a result of the Business Combination), NewCo will issue one NewCo ordinary share for eachdMY Class A Share acquired by virtue of the Business Combination; (D) each issued and outstanding dMYwarrant to purchase a Class A Share will be assumed by NewCo and become exercisable for one NewCoordinary share; and (E) dMY and NewCo will each change their names into and ,respectively. Accordingly, at the Closing, the dMY public shareholders will hold approximately 16.5% of theissued and outstanding NewCo ordinary shares, the Founders will hold approximately 4.1% of the issued andoutstanding NewCo ordinary shares and the Sellers (as defined below) will hold approximately 59.7% of theissued and outstanding NewCo ordinary shares (assuming no public shares are redeemed as described in thisproxy statement/prospectus).

In addition, prior to the Closing, TopCo will undergo the Reorganization wherein all existing classes ofshares of TopCo (except for (i) certain preference shares of TopCo which will be redeemed in the TopCoRedemption and (ii) certain shares of TopCo which will be contributed to NewCo in exchange for an amountequal to the Catch-Up Payment) will be contributed to NewCo in exchange for newly issued NewCo ordinaryshares. As described in the Business Combination Agreement, solely with respect to the shares of TopCo that areunvested prior to the Reorganization and provided that the holders of such shares have executed and deliveredsupport agreements agreeing to the vesting and restriction provisions therein, such shares shall be exchanged forNewCo ordinary shares but shall be subject to the vesting and restrictions as set forth therein. Following theReorganization, upon the Closing, the shareholders of TopCo will hold: (1) that number of NewCo ordinaryshares equal to the quotient obtained by dividing (i) $1,400,000,000, less the amount needed to repay certainloans granted by Topco, Midco and other direct and indirect subsidiaries of Topco, less the amount used to payfor the TopCo Redemption, less an amount equal to the Catch-Up Payment and less the amount, if any, torepurchase certain NewCo ordinary shares, in each case, in accordance with the terms of the BusinessCombination Agreement, by (ii) $10.00; and (2) up to 11,618,401 Restricted Shares issued pursuant to the termsand conditions of the Reorganization as set forth in the Business Combination Agreement. See the sectionentitled “The Business Combination Agreement.”

The Closing is subject to certain customary conditions, including, among other things, that (i) the MinimumCash Condition has been satisfied and (ii) dMY’s stockholders approve the Business Combination Proposal.

The Business Combination Agreement also contemplates the execution by the parties of various agreementsat the Closing, including, among others, the below.

Founder Holders Forfeiture Agreement

Concurrently with the execution of the Business Combination Agreement, the Founders, NewCo and dMYentered into the Founder Holders Forfeiture Agreement, pursuant to which, among other things, the Foundershave agreed to forfeit for no consideration up to 1,035,000 Class A Shares (which Class A Shares are issuedimmediately prior to the Closing upon the automatic conversion of the Class B Shares held by the Founders), inthe aggregate, to the extent that the Minimum Cash (as defined in the Business Combination Agreement) is lessthan $415,000,000, as more fully described in the Founder Holders Forfeiture Agreement.

Founder Holders Consent Letter

Concurrently with the execution of the Business Combination Agreement, the Founders, NewCo and dMYentered into the Founder Holders Consent Letter, pursuant to which, among other things, the Founders have

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agreed to waive any and all anti-dilution rights described in the Current Charter with respect to Class A Sharesheld by the Founders (which Class A Shares are issued immediately prior to the Closing upon the automaticconversion of the Class B Shares held by the Founders), as more fully described in the Founder Holders ConsentLetter.

Investor Rights Agreement

At the Closing, dMY, the Founders, Maven TopHoldings SARL (“Maven”), certain shareholders who areofficers and employees of the Target Companies (“Management”), certain other existing shareholders of TopCo(the “Co-Investors” and, together with Maven and Management, the “Sellers”) and NewCo will enter into anInvestor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, (i) dMYand the Founders will agree to terminate the Registration Rights Agreement, dated as of August 13, 2020, enteredinto in connection with the IPO; (ii) NewCo will provide certain registration rights for the NewCo ordinaryshares and warrants held by the parties to the Investor Rights Agreement; (iii) at the Closing, the board ofdirectors of NewCo will be comprised of two directors designated by the Sponsor, six directors designated by theSellers and the Chief Executive Officer of NewCo; and (iv) Management, the Founders, Maven andthe Co-Investors will agree not to transfer, sell, assign or otherwise dispose of the NewCo ordinary shares heldby such person as of the Closing Date for 12 months following the Closing (with respect to Management and theFounders) and 6 months following the Closing (with respect to Maven and the Co-Investors), in each case,subject to certain exceptions and as more fully described in the Investor Rights Agreement.

Transaction Support Agreements

Concurrently with the execution of the Business Combination Agreement, NewCo, TopCo, dMY and theTopCo shareholders party thereto (the “TSA Shareholders”) entered into Transaction Support Agreements (the“TSAs”), pursuant to which, among other things, the TSA Shareholders agreed to vote their outstanding shares ofTopCo at any meeting of TopCo’s shareholders in favor of the transactions contemplated by the BusinessCombination Agreement and provided a power of attorney to Maven to take certain actions in connection withthe transactions contemplated by the Business Combination Agreement on behalf of such shareholders. TheTSAs also set out a summary of the terms on which the holders of Restricted Shares will hold such RestrictedShares, which is set out more fully in the Galileo NewCo Limited 2021 Restricted Share Plan and the Form ofRestricted Share Agreement under the Galileo NewCo Limited 2021 Restricted Share Plan.

Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, NewCo and dMY entered intocertain subscription agreements, each dated October 27, 2020 (the “Subscription Agreements”), with a number ofaccredited and institutional investors (the “PIPE Investors”), pursuant to which such PIPE Investors havesubscribed to purchase an aggregate of 33,000,000 NewCo ordinary shares (together, the “Subscriptions”), for apurchase price of $10.00 per share, for an aggregate purchase price of $330,000,000, to be issued immediatelyprior to or substantially concurrently with the Closing (the “PIPE Investment”). The obligations of each party tothe Subscription Agreements to consummate the Subscriptions are conditioned upon, among other things,customary closing conditions and the consummation of the transactions contemplated by the BusinessCombination Agreement. The NewCo ordinary shares to be issued in connection with the SubscriptionAgreements and the transactions contemplated thereby will not be registered under the Securities Act and will beissued in reliance upon the exemption from registration requirements thereof provided by Section 4(a)(2) of theSecurities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a publicoffering.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectusand only briefly address some commonly asked questions about the special meeting and the proposals to bepresented at the special meeting, including with respect to the Business Combination. The following questionsand answers do not include all the information that is important to dMY stockholders. Stockholders are urged toread carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred toherein, to fully understand the Business Combination and the voting procedures for the special meeting.

Q. Why am I receiving this proxy statement/prospectus?

A. dMY and the Sellers have agreed to a business combination under the terms of the Business CombinationAgreement that is described in this proxy statement/prospectus. A copy of the Business CombinationAgreement is attached to this proxy statement/prospectus as Annex A, and dMY encourages its stockholdersto read it in its entirety. dMY’s stockholders are being asked to consider and vote upon a proposal to adoptthe Business Combination Agreement. See the sections entitled “The Business Combination Proposal” and“The Business Combination Agreement.”

Consummation of the Business Combination Proposal requires the approval of holders of at least amajority of the Class A Shares and Class B Shares that are voted in person (which would include presence atthe virtual special meeting) or by proxy at the special meeting. Additionally, dMY must provide all holdersof public shares with the opportunity to have their public shares redeemed in connection with its initialbusiness combination. Holders who wish to exercise their redemption rights must, prior to 10:00 AM,Eastern Time, on , 2021 (two business days prior to the vote at the special meeting): (i) submit awritten request to the Transfer Agent that dMY redeem their public shares for cash and (ii) deliver theirpublic shares to the Transfer Agent physically or electronically using the Depository Trust Company’s(“DTC”) Deposit and Withdrawal at Custodian (“DWAC”) system.

YOUR VOTE IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIESAS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q. Are there any other matters being presented to stockholders at the special meeting?

A. In addition to voting on the Business Combination, the stockholders of dMY will vote to adjourn the specialmeeting to a later date or dates to permit further solicitation and vote of proxies if dMY is unable toconsummate the Business Combination. See the section entitled “The Adjournment Proposal.”

dMY will hold the special meeting to consider and vote upon this proposal. This proxy statement/prospectuscontains important information about the Business Combination and the other matters to be acted upon atthe special meeting. Stockholders should read it carefully.

Consummation of the Business Combination is conditional on approval of the Business CombinationProposal.

Q. I am a holder of dMY public shares. Why am I receiving this proxy statement/prospectus?

A. Upon consummation of the Business Combination, and without any action on the part of any party or anyother person, in consideration for the acquisition of all of the issued and outstanding dMY Class A Shares(as a result of the Business Combination), NewCo will issue one NewCo ordinary share for each dMYClass A Share acquired by virtue of the Business Combination (the “Merger Consideration”). Immediatelyfollowing the Closing, it is expected that the dMY public shareholders will own approximately 16.5% ofNewCo’s ordinary shares outstanding at that time, without giving effect to any dilutive instruments, such asthe exercise of the dMY Warrants. This proxy statement/prospectus includes important information about

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NewCo and the business of NewCo and its subsidiaries following consummation of the BusinessCombination. dMY urges you to read the information contained in this proxy statement/prospectuscarefully.

Q. I am a dMY warrant holder. Why am I receiving this proxy statement/prospectus?

A. Upon consummation of the Business Combination, the dMY warrants will, by their terms, be assumed byNewCo and thereby entitle the holders to purchase NewCo ordinary shares (and not dMY) at a purchaseprice of $11.50 per share. This proxy statement/prospectus includes important information about NewCoand the business of NewCo and its subsidiaries following consummation of the Business Combination. dMYurges you to read the information contained in this proxy statement/prospectus carefully.

Q. Why is dMY proposing the Business Combination?

A. dMY is a blank check company formed to effect a merger, share exchange, asset acquisition, sharepurchase, reorganization or similar business combination with one or more businesses.

On August 18, 2020, dMY completed its IPO of units, with each unit consisting of one Class A Share andone-third of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase oneClass A Share at a price of $11.50 per share, raising total gross proceeds of approximately $276,000,000.Since the IPO, dMY’s activity has been limited to the evaluation of business combination target companies.

The prospectus for dMY’s IPO provided the general criteria and guidelines that dMY intended to use toevaluate potential acquisition targets. Based on its due diligence investigations of NewCo and the industryin which it operates, dMY believes that NewCo generally meets such criteria and guidelines. For moreinformation, see the section entitled “The Business Combination Proposal — The Board’s Reasons for theApproval of the Business Combination.”

Q. Did the Board obtain a third-party valuation or fairness opinion in determining whether or not toproceed with the Business Combination?

A. The Board did not obtain a third-party valuation or fairness opinion in connection with its determination toapprove the Business Combination. The officers and directors of dMY and dMY’s advisors have substantialexperience in evaluating the operating and financial merits of companies from a wide range of industriesand concluded that their experience and backgrounds, together with the experience and sector expertise ofdMY’s financial advisors, enabled them to make the necessary analyses and determinations regarding theBusiness Combination. In addition, dMY’s officers and directors and dMY’s advisors have substantialexperience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment ofthe Board and dMY’s advisors in valuing TopCo’s business.

Q. Do I have redemption rights?

A. If you are a holder of public shares, you have the right to demand that dMY redeem such shares for a prorata portion of the cash held in dMY’s trust account, including interest earned on the trust account. dMYsometimes refers to these rights to demand redemption of the public shares as “redemption rights.” dMY’sinitial stockholders entered into a letter agreement, pursuant to which they have agreed to waive theirredemption rights with respect to their Founder Shares and public shares in connection with the completionof a business combination.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate or any other person withwhom he, she or it is acting in concert or as a partnership, syndicate or other group, will be restricted fromseeking redemption with respect to more than 20% of the issued and outstanding public shares. Accordingly,

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all public shares in excess of 20% held by a stockholder, together with any affiliate of such holder or anyother person with whom such holder is acting in concert or as a “group” (as contemplated under Section 13of the Exchange Act), will not be redeemed.

Additionally, dMY’s Current Charter provides that dMY may not redeem its public shares in an amount thatwould cause its net tangible assets to be less than $5,000,001 (such that dMY is not subject to the SEC’s“penny stock” rules). The Closing is subject to certain customary conditions, including, among other things,that (i) the Minimum Cash Condition has been satisfied and (ii) dMY’s stockholders approve the BusinessCombination Proposal. Consequently, if accepting all properly submitted redemption requests would causedMY’s net tangible assets to be less than $5,000,0001 as described above or make dMY unable to satisfy theMinimum Cash Condition, the Business Combination may not be consummated.

Q. Will my ability to exercise redemption rights be impacted by how I vote on the Business CombinationProposal?

A. No. You may exercise your redemption rights irrespective of whether you vote your public shares for oragainst the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who willredeem their public shares and no longer remain stockholders, leaving stockholders who choose not toredeem their public shares holding shares in a company with a less liquid trading market, fewerstockholders, less cash and the potential inability to meet the listing standards of NYSE.

Q. How do I exercise my redemption rights?

A. If you are a holder of public shares or units and wish to exercise your redemption rights, you must, (i) if youhold your public shares through units, elect to separate your units into the underlying public shares andwarrants and (ii) prior to 5:00 PM, Eastern Time, on , 2021, (A) submit a written request to theTransfer Agent that dMY redeem your public shares for cash and (B) deliver your public shares to theTransfer Agent physically or electronically using the DTC’s DWAC System. Any holder of public shareswill be entitled to demand that such holder’s public shares be redeemed for a full pro rata portion of theamount then in the trust account, including interest earned on the trust account (which, for illustrativepurposes, was approximately $ , or $ per public share, as of , 2021). Suchamount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly uponconsummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up tothe deadline for submitting redemption requests and thereafter, with dMY’s consent, until the Closing. Ifyou deliver your public shares for redemption to the Transfer Agent and later decide to withdraw suchrequest prior to the deadline for submitting redemption requests, you may request that the Transfer Agentreturn the shares (physically or electronically). You may make such request by contacting the TransferAgent at the address listed at the end of this section.

Any corrected or changed proxy card or written demand of redemption rights must be received by theTransfer Agent prior to the vote taken on the Business Combination Proposal at the special meeting. Nodemand for redemption will be honored unless the holder’s public shares have been delivered (eitherphysically or electronically) to the Transfer Agent prior to the deadline for submitting redemption requests.

If the redemption demand is properly made as described above, then, if the Business Combination isconsummated, dMY will redeem these public shares for a pro rata portion of funds deposited in the trustaccount. If you exercise your redemption rights, then you will be exchanging your public shares for cash andwill not be entitled to NewCo ordinary shares upon consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss ofany warrants that you may hold. Your warrants will become exercisable to purchase NewCo ordinary sharesin lieu of Class A Shares for a purchase price of $11.50 per share upon consummation of the BusinessCombination.

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Q. What are the U.S. federal income tax consequences of exercising my redemption rights?

A. Whether the redemption is subject to U.S. federal income tax depends on the particular facts andcircumstances. Please see the section entitled “The Business Combination Proposal — Material U.S.Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the taxconsequences of exercising your redemption rights.

Q. What are the U.S. federal income tax consequences as a result of the Business Combination?

A. Subject to the limitations and qualifications described in “The Business Combination Proposal — MaterialU.S. Federal Income Tax Considerations —U.S. Federal Income Taxation of U.S. Holders — TaxConsequences to U.S. Holders of the dMY Merger” below, the Business Combination is generally intendedto be tax-deferred to U.S. Holders and Non-U.S. Holders (as defined in “The Business CombinationProposal Certain Material Tax Considerations — Material U.S. Federal Income Tax Considerations”) ofClass A Shares and public warrants for U.S. federal income tax purposes, except to the extent that such U.S.Holders and Non-U.S. Holders of Class A Shares receive cash pursuant to the exercise of redemption rights.

Section 367(a) of the U.S. Tax Code and the Treasury Regulations promulgated thereunder, in certaincircumstances, may impose additional requirements for certain U.S. Holders to qualify for tax-deferredtreatment with respect to the exchange of Class A Shares and/or the assumption of public warrants byNewCo in the Business Combination.

The tax consequences of the Business Combination are complex and will depend on your particularcircumstances. For a more complete discussion of the U.S. federal income tax considerations of theBusiness Combination, including the application of Section 367(a) of the U.S. Tax Code, see the sectionsentitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations to U.S.Holders — Tax Consequences to U.S. Holders of the dMY Merger.” and “The Business CombinationProposal Certain Material Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S.Federal Income Taxation of U.S. Holders — Additional Requirements for Tax Deferral.” If you are a U.S.Holder whose Class A Shares are exchanged, or whose public warrants are assumed by NewCo, in theBusiness Combination, you are urged to consult your tax advisor to determine the tax consequences thereof.

The summary above is qualified in its entirety by the more detailed discussion provided in the sectionentitled “The Business Combination Proposal Certain Material Tax Considerations — Material U.S.Federal Income Tax Considerations.”

Q. Do I have appraisal rights if I object to the proposed Business Combination?

A. No. Neither our stockholders nor our warrant holders have appraisal rights in connection with the BusinessCombination under the DGCL.

Q. What happens to the funds deposited in the trust account after consummation of the BusinessCombination?

A. Upon consummation of the IPO, dMY deposited $276,000,000 in the trust account. Upon consummation ofthe Business Combination, the funds in the trust account will be used to pay holders of the public shareswho properly exercise redemption rights or to fund NewCo’s or its subsidiaries’ working capital, growthand general corporate purposes, to pay fees and expenses incurred in connection with the BusinessCombination (including aggregate fees of $9,660,000 as deferred underwriting commissions), to repaycertain loans granted by Topco, Midco and other direct and indirect subsidiaries of Topco, to make certainpreference share payments to certain TopCo shareholders and to pay for the TopCo Redemption.

Q. What happens if the Business Combination is not consummated?

A. If dMY does not complete the Business Combination for whatever reason, dMY would search for anothertarget business with which to complete a Business Combination. If dMY does not complete an initial

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business combination by August 18, 2022, dMY must redeem 100% of the outstanding public shares, at aper share price, payable in cash, equal to the amount then held in the trust account, including interest earnedon the funds held in the trust account and not previously released to dMY (less taxes payable and up to$100,000 of interest to pay dissolution expenses), divided by the number of outstanding public shares. TheFounders have no redemption rights in respect of their Class A Shares contained in the private placementwarrants or their Class B Shares in the event a business combination is not effected in the required timeperiod, and, accordingly, such shares will be worthless. Additionally, in the event of such liquidation, therewill be no distribution with respect to dMY’s outstanding warrants. Accordingly, the warrants will expireworthless.

Q. How do the Founders intend to vote on the proposals?

A. Pursuant to the terms of the letter agreement entered into at the time of the IPO, the Founders agreed to votetheir Founder Shares, and any public shares purchased by them, in favor of the Business CombinationProposal. As of the date of this proxy statement/prospectus, the Founders own an aggregate of 6,900,000shares of dMY common stock, which, in the aggregate, represents 20% of dMY’s total outstanding shareson the date of this proxy statement/prospectus.

Q. When do you expect the Business Combination to be completed?

A. It is currently anticipated that the Business Combination will be consummated as soon as practicablefollowing the special meeting which is set for , Eastern Time, on , 2021; however, such meetingcould be adjourned, as described above. For a description of the conditions to the completion of theBusiness Combination, see the section entitled “The Business Combination Agreement — Conditions to theClosing of the Business Combination.”

Q: Can dMY waive the conditions to the consummation of the Business Combination?

A: dMY may agree to waive, in whole or in part, one or more of the conditions to dMY’s obligations tocomplete the Business Combination, to the extent permitted by dMY’s Current Charter and bylaws andapplicable laws. dMY may not waive the condition that dMY public stockholders approve the BusinessCombination Proposal. See the section entitled “The Business Combination Agreement — Conditions to theClosing of the Business Combination.”

Q: Following the Business Combination, will dMY’s securities continue to trade on a stock exchange?

A: No. dMY anticipates that, following consummation of the Business Combination, the dMY units willautomatically separate into their component parts, the Class A Shares will be delisted from the NYSE, thedMY warrants will automatically convert into warrants exercisable for an equivalent number of NewCoordinary shares and dMY will deregister its Class A Shares under the Exchange Act. However, NewCointends to apply to list the NewCo ordinary shares and warrants on the NYSE under the symbols “GENI”and “GENI WS,” respectively, upon the Closing.

Q. What impact will the COVID-19 pandemic have on the Business Combination?

A. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of theCOVID-19 pandemic on the businesses of dMY, TopCo and NewCo, and there is no guarantee that effortsby dMY, TopCo and NewCo to address the adverse impacts of COVID-19 will be effective. The extent ofsuch impact will depend on future developments, which are highly uncertain and cannot be predicted,including new information which may emerge concerning the severity of COVID-19 and actions taken tocontain COVID-19 or its impact, among others. In the event of any business disruption, if dMY or theTarget Companies are unable to recover on a timely basis, the Business Combination and NewCo’s

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business, financial condition and results of operations following the completion of the BusinessCombination may be adversely affected. The Business Combination may also be delayed and adverselyaffected by COVID-19 and become more costly. Each of dMY, TopCo and NewCo may also incuradditional costs to remedy damages caused by any disruptions, which could adversely affect their respectivefinancial condition and results of operations.

Q. What do I need to do now?

A. dMY urges you to read carefully and consider the information contained in this proxy statement/prospectus,including the annexes, and to consider how the Business Combination will affect you as a stockholderand/or warrant holder of dMY. Stockholders should then vote as soon as possible in accordance with theinstructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q. How do I vote?

A. The special meeting will be held via live webcast at 10:00 AM, Eastern Time, on , 2021. Thespecial meeting can be accessed by visiting , where you will be able to listen to the specialmeeting live and vote during the special meeting. Please note that you will only be able to access the specialmeeting by means of remote communication.

If you are a holder of record of shares of common stock on the record date, you may vote at the specialmeeting or by submitting a proxy for the special meeting. You may submit your proxy by completing,signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paidenvelope. Any stockholder wishing to attend the virtual meeting should register for the special meeting by

, 2021. To register for the special meeting, please follow these instructions as applicable to thenature of your ownership of common stock:

• If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wishto attend the virtual meeting, go to https:// , enter the 12-digit control number included on yourproxy card or notice of the special meeting and click on the “Click here to preregister for the onlinemeeting” link at the top of the page. Just prior to the start of the special meeting you will need to log backinto the special meeting site using your control number. Pre-registration is recommended but is not requiredin order to attend.

• Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or otherholder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting theiraccount representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (alegible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficialstockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allowthem to register to attend and participate in the virtual meeting. After contacting Continental StockTransfer & Trust Company, a beneficial holder will receive an e-mail prior to the special meeting with alink and instructions for entering the virtual meeting. Beneficial stockholders should contact ContinentalStock Transfer & Trust Company at least five business days prior to the special meeting date in order toensure access.

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my sharesfor me?

A. No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to votein accordance with the information and procedures provided to you by your broker, bank or nominee.

Q. What constitutes a quorum?

A. A quorum of our stockholders is necessary to hold a valid meeting. The presence, in person (which wouldinclude presence at the virtual special meeting) or by proxy, of stockholders holding a majority of the voting

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power of all outstanding shares of capital stock of the company entitled to vote at such meeting constitutes aquorum at the special meeting. In the absence of a quorum, the chairperson of the special meeting has thepower to adjourn the special meeting. There are currently 34,500,000 shares of common stock outstanding,and therefore, as of the record date for the special meeting, 17,250,001 shares of dMY common stock wouldbe required to achieve a quorum.

Q. What vote is required to approve each proposal at the special meeting?

A. The following votes are required for each proposal at the special meeting:

• Business Combination Proposal: Approval of the Business Combination Proposal requires theaffirmative vote of holders of a majority of the outstanding votes cast by holders of the shares ofClass A common stock and Class B common stock present in person (which would include presence atthe virtual special meeting) or by proxy at the special meeting and entitled to vote thereon, voting as asingle class.

• Adjournment Proposal: Approval of the Adjournment Proposal requires the affirmative vote of theholders of at least a majority of the votes cast by holders of the shares of Class A common stock andClass B common stock present in person (which would include presence at the virtual special meeting)or by proxy at the special meeting and entitled to vote thereon, voting as a single class.

Q. What happens if I sell my dMY Class A Shares before the special meeting?

A. The record date for the special meeting is earlier than the date of the special meeting and earlier than thedate that the Business Combination is expected to be completed. If you transfer your dMY Class A Sharesafter the applicable record date, but before the special meeting, unless you grant a proxy to the transferee,you will retain your right to vote at the special meeting.

Q. May I change my vote after I have mailed my signed proxy card?

A. Yes. Stockholders may send a later-dated, signed proxy card to the Transfer Agent at the address set forth atthe end of this section, so that it is received prior to the vote at the special meeting, or attend the specialmeeting in person (which would include presence at the virtual special meeting) and vote. Stockholders alsomay revoke their proxy by sending a notice of revocation to dMY’s Chief Executive Officer, which must bereceived prior to the vote at the special meeting. However, if your shares are held in “street name” by yourbroker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q. What happens if I fail to take any action with respect to the special meeting?

A. If you fail to take any action with respect to the special meeting and the Business Combination is approvedby stockholders and consummated, you will become a shareholder of NewCo and/or your dMY warrantswill be assumed by NewCo and will entitle you to purchase NewCo ordinary shares on the same terms asyour dMY warrants. However, if you fail to take any action with respect to the special meeting, you willnonetheless be able to elect to redeem your public shares in connection with the Business Combination,provided you follow the instructions in this proxy statement for redeeming your shares. If you fail to takeany action with respect to the special meeting and the Business Combi