DMYY / dMY Squared Technology Group, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2025 dMY Squared Techn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2025 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41519 DMY SQUARE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2025 dMY Squared Techn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2025 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2025 dMY Squared Techn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2025 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporat

DMY SQUARED TECHNOLOGY GROUP, INC. RECEIVES NYSE AMERICAN NOTICE REGARDING DELAYED FORM 10-Q FILING

Exhibit 99.1 DMY SQUARED TECHNOLOGY GROUP, INC. RECEIVES NYSE AMERICAN NOTICE REGARDING DELAYED FORM 10-Q FILING LAS VEGAS, NV, August 22, 2025 – dMY Squared Technology Group, Inc. (NYSE American: DMYY) (the “Company”) announced today that it received a notice (the “Notice”) on August 20, 2025 from the NYSE Regulation staff of the NYSE American LLC (the “NYSE American”) stating that the Company is

dMY Squared Technology Group, Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-41519 FORM 12b-25 CUSIP NUMBER 233276104 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 dMY Squared Technol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2025 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025 dMY Squared Technol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporatio

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2025 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41519 DMY SQUAR

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2025 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2024 OR ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

Insider Trading Policy

EX-19 Exhibit 19 DMY SQUARED TECHNOLOGY GROUP, INC. POLICY REGARDING INSIDER TRADING AND DISSEMINATION OF INSIDE INFORMATION Effective March 31, 2025 I. INTRODUCTION This Policy Regarding Insider Trading and Dissemination of Inside Information (this “Policy”) describes the policy of dMY Squared Technology Group, Inc. (the “Company”) regarding: • the trading of securities while you are in possessio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):  ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: December 31, 20

NT 10-K SEC FILE NUMBER 001-41519 CUSIP NUMBER 233276104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2025 dMY Squared Techno

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2025 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporati

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2025 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporati

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2025 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorpor

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 dMY Squared Tec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorpor

Horizon Quantum Computing Pte. Ltd. and dMY Squared Technology Group, Inc. Sign Non-Binding Letter of Intent for a Business Combination Combined Company Expected to be Publicly Listed Dr. Joe Fitzsimons, CEO of Horizon Quantum, to Lead Combined Compa

Exhibit 99.1 Horizon Quantum Computing Pte. Ltd. and dMY Squared Technology Group, Inc. Sign Non-Binding Letter of Intent for a Business Combination Combined Company Expected to be Publicly Listed Dr. Joe Fitzsimons, CEO of Horizon Quantum, to Lead Combined Company Horizon Quantum is Pioneering Software Development Tools for Quantum Computers and Laying the Foundations for a Quantum Operating Syst

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2025 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorpora

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2024 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorpor

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 25, 2024 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorpor

DMYY / dMY Squared Technology Group, Inc. / Meteora Capital, LLC Passive Investment

SC 13G/A 1 meteoradmyy093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* dMY Squared Technology Group, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 233276104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of th

DMYY / dMY Squared Technology Group, Inc. / Walleye Capital LLC Passive Investment

SC 13G 1 sc13gdmyy.htm SC 13G/A 1 ef20035629sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* dMY Squared Technology Group, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 233276104 (CUSIP Number) September 30, 2024 (Date of Event W

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       DMY SQUARED TECHNOLOGY GROUP, INC.

DMYY / dMY Squared Technology Group, Inc. / Alberta Investment Management Corp - SC 13G Passive Investment

SC 13G 1 d871911dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) DMY SQUARED TECHNOLOGY GROUP, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 233276104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Che

DMYY / dMY Squared Technology Group, Inc. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d882804dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* dMY Squared Technology Group Inc (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 233276104 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2024 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorpora

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2024 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorpo

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 27, 2024 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from    to DMY SQUARED TECHNOLOGY GROUP, INC. (Exact name of re

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2024 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporatio

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2024 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporatio

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2024 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from         to         DMY SQUARED TECHNOLO

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2024 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporati

Description of Registrant’s Securities

EX-4.5 Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 19344 As of December 31, 2023, we had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our units, each consisting one share of Class A common stock, par value $0.0001 per share (“Class A common stock” or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2023 OR ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commission File

dMY Squared Technology Group, Inc. Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1

EX-97.1 Exhibit 97.1 DMY SQUARED TECHNOLOGY GROUP, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of the NYSE American LLC Company Guide (the “NYSE American Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of dMY Squar

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2024 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporati

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2024 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorpor

DMYY / dMY Squared Technology Group, Inc. / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

DMYY / dMY Squared Technology Group, Inc. / Meteora Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.

DMYY / dMY Squared Technology Group, Inc. / BALYASNY ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 d753232dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* dMY Squared Technology Group, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 233276104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check

DMYY / dMY Squared Technology Group, Inc. / Centiva Capital, LP Passive Investment

SC 13G/A 1 centiva-dmy123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* DMY Squared Technology Group, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 233276104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check

JOINT FILING AGREEMENT

EX-99.1 2 d753232dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of dMY Squared

DMYY / dMY Squared Technology Group, Inc. / Sandia Investment Management LP Passive Investment

SC 13G/A 1 schedule13g.htm SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* dMY Squared Technology Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 233276104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Ru

DMYY / dMY Squared Technology Group, Inc. / dMY Squared Sponsor, LLC - SC 13G Passive Investment

SC 13G 1 d728908dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) dMY Squared Technology Group, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Titles of Class of Securities) 233276104 (CUSIP Number) January 2, 2024 (Date of Event Which Requires Filing of this St

JOINT FILING AGREEMENT

EX-99.1 2 d728908dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT February 13, 2024 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or

Joint Filing Agreement, dated as of February 8, 2024 by and among Wealthspring Capital LLC and Matthew Simpson.

EX-99.1 2 ea192862ex99-1dmysq.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 8, 2024 BY AND AMONG WEALTHSPRING CAPITAL LLC AND MATTHEW SIMPSON Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Sched

DMYY / dMY Squared Technology Group, Inc. / Wealthspring Capital LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea192862-13ga2wealthdmysq.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) dMY Square Technology Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 233276104 (CUSIP Number) December 31, 2023 (Date

DMYY / dMY Squared Technology Group, Inc. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d735092dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* dMY Squared Technology Group Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 233276104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2024 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorpora

Promissory Note, dated January 2, 2024, issued to Mr. Harry L. You (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on January 8, 2024).

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

Certificate of Amendment to the Amended and Restated Articles of Organization (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 00141519), filed with the SEC on January 8, 2024).

Exhibit 3.1 The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 Articles of Amendment (General Laws Chapter 156D, Section 10.06; 950 CMR 113.34) (1) Exact name of the Corporation: dMY Squared Technology Group, Inc. (2) Registered Office Address: 44 School Street, Suite 505, Boston, MA 02108. (number, street, c

Amendment to the Investment Management Trust Agreement, dated January 2, 2024 by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on January 8, 2024).

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of January 2, 2024, to the Investment Management Trust Agreement is made by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as trustee (“Trustee”). WHEREAS, the Comp

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2024 DMY SQUARED TECHNOLOGY GROUP, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2023 DMY SQUARED TEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2023 DMY SQUARED TECHNOLOGY GROUP, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

* * *

November 21, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from         to         DMY SQUARED TECH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DMY SQUARED TECHNOLOGY GROUP, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DMY SQUARED TECHNOLOGY GROUP, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2022 OR ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

Description of Securities

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 19344 As of December 31, 2022, we had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our units; (2) our Class A common stock; and (3) our warrants. The following description of our units, Class A common stock

Letter from Harry L. You, dated March 15, 2023.

EX-17.1 Exhibit 17.1 Harry L. You [address] [email] March 15, 2023 To the Board of Directors of dMY Squared Technology Group, Inc. (the “Company”) 1180 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144 To the Members of the Board of Directors, I am hereby informing you that I am tendering my resignation as a Co-Chief Executive Officer of the Company effective immediately. In order to redu

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on March 15, 2023).

EX-3.4 Exhibit 3.4 AMENDED & RESTATED BYLAWS of dMY SQUARED TECHNOLOGY GROUP, INC. GENERAL Registered Office and Registered Agent. The registered office and registered agent of DMY Squared Technology Group, Inc., a Massachusetts corporation (the “Corporation”) shall be as set forth in the Corporation’s Articles of Organization (as amended and in effect from time to time the “Articles of Organizati

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2023 DMY SQUARED TECHNOLOGY GROUP, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorporati

Sculptor Capital LP - SC 13G/A

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* dMY Squared Technology Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 233276104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the app

BALYASNY ASSET MANAGEMENT LLC - SC 13G

SC 13G 1 d454826dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DMY Squared Technology Group, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 233276104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Shaolin Capital Management LLC

SC 13G 1 dmyy.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* dMY Squared Technology Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 233276203 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

JOINT FILING AGREEMENT

EX-99.1 2 d454826dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of DMY Squared

PERISCOPE CAPITAL INC. - SC 13G

SC 13G 1 d372607dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* dMY Squared Technology Group Inc (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 233276104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this St

Wealthspring Capital LLC - SC 13G/A

SC 13G/A 1 tm236316d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) dMY Squared Technology Group, Inc. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 233276104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this S

Centiva Capital, LP

SC 13G 1 centiva-dmy123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DMY Squared Technology Group, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 233276104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the ap

dMY Squared Technology Group, Inc. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing on November 21, 2022

Exhibit 99.1 dMY Squared Technology Group, Inc. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing on November 21, 2022 November 18, 2022 4:00 PM Eastern Standard Time LAS VEGAS—(BUSINESS WIRE)—dMY Squared Technology Group, Inc. (the “Company”) announced today that holders of the units sold in the Company’s initial public offering of 6,319,000 units (the “Units”) c

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2022 DMY SQUARED TECHNOLOGY GROUP, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DMY SQUARED TECHNOLOGY GROUP, IN

Promissory Note, dated October 11, 2022, issued to the Sponsor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on October 12, 2022).

EX-10.1 2 d389732dex101.htm EX-10.1 Exhibit 10.1 Execution THIS PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFA

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d389732d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2022 DMY SQUARED TECHNOLOGY GROUP, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or o

Subscriber Forfeiture Agreement, dated October 11, 2022, between the Company and the Sponsor (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on October 12, 2022).

Exhibit 10.2 SUBSCRIBER FORFEITURE AGREEMENT October 11, 2022 dMY Squared Technology Group, Inc. 1180 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144 Re: Forfeiture of Subscriber?s dMY Squared Technology Group Class B Common Stock Ladies and Gentlemen: This Subscriber Forfeiture Agreement (the ?Agreement?) is entered into as of October 11, 2022 by and between dMY Squared Sponsor, LLC, a

DMY SQUARED TECHNOLOGY GROUP, INC. BALANCE SHEET October 4, 2022 Pro Forma Adjustments As Adjusted (Actual) (Unaudited) (Unaudited) Assets: Current assets: Cash $ 1,500,001 $ 365,872 (h ) $ 1,865,873 Prepaid expenses 26,800 — 26,800 Due from related

EX-99.1 4 d389732dex991.htm EX-99.1 Exhibit 99.1 DMY SQUARED TECHNOLOGY GROUP, INC. BALANCE SHEET October 4, 2022 Pro Forma Adjustments As Adjusted (Actual) (Unaudited) (Unaudited) Assets: Current assets: Cash $ 1,500,001 $ 365,872 (h ) $ 1,865,873 Prepaid expenses 26,800 — 26,800 Due from related party 2,130,872 (2,130,872 ) (h ) — Total current assets 3,657,673 (1,765,000 ) 1,892,673 Cash held i

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of October 11, 2022 is by and among Sandia Investment Management L.P. and Timothy J. Sichler (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2022 (October 4, 2022) DMY SQUARED TECHNOLOGY GROUP, INC. (Exact name of registrant as specified in its charter) Massachusetts 333-267381 88-0748933 (State or other jurisd

DMY SQUARED TECHNOLOGY GROUP, INC. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 4, 2022 F-3 Notes to Financial Statement F-4

Exhibit 99.1 DMY SQUARED TECHNOLOGY GROUP, INC. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 4, 2022 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of dMY Squared Technology Group, Inc. Opinion on the Financial Statement We have audited the accompanying balance sh

Sandia Investment Management LP

SC 13G 1 schedule13g.htm SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* dMY Squared Technology Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 233276203 (CUSIP Number) October 4, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13

Sculptor Capital LP - SC 13G

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* dMY Squared Technology Group, Inc. (Name of Issuer) Units (Title of Class of Securities) 233276203 (CUSIP Number) October 3, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Joint Filing Agreement, dated as of October 7, 2022 by and among Wealthspring Capital LLC, Matthew Simpson and David Gallers.

EX-99.1 2 tm2227780d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including amendmen

Wealthspring Capital LLC - SC 13G

SC 13G 1 tm2227780d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 dMY Squared Technology Group, Inc. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 233276203** (CUSIP Number) September 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the a

Registration Rights Agreement, dated October 4, 2022 between the Company, Sponsor and the Holders signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on October 4, 2022).

Exhibit 10.2 Execution REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of October 4, 2022, is made and entered into by and among dMY Squared Technology Group, Inc., a Massachusetts corporation (the ?Company?), dMY Squared Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature page hereto u

Promissory Note, dated October 4, 2022, issued to the Sponsor (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on October 4, 2022).

EX-10.12 16 d400451dex1012.htm EX-10.12 Exhibit 10.12 Execution THIS PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SA

Indemnity Agreement, dated October 4, 2022, between the Company and Constance Weaver.

EX-10.11 15 d400451dex1011.htm EX-10.11 Exhibit 10.11 Execution INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of October 4, 2022, by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Constance Weaver (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as

Indemnity Agreement, dated October 4, 2022, between the Company and Charles Wert.

EX-10.10 14 d400451dex1010.htm EX-10.10 Exhibit 10.10 Execution INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of October 4, 2022, by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Charles Wert (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as dir

dMY Squared Technology Group, Inc. Announces Closing of $60 Million Initial Public Offering

Exhibit 99.1 dMY Squared Technology Group, Inc. Announces Closing of $60 Million Initial Public Offering October 4, 2022 4:05 PM Eastern Standard Time LAS VEGAS?(BUSINESS WIRE)? dMY Squared Technology Group, Inc. (the ?Company?) today announced that it closed its initial public offering of 6,000,000 units, at $10.00 per unit, resulting in gross proceeds of $60 million before fees and expenses. The

Warrant Agreement, dated October 4, 2022 between the Company and Continental (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on October 4, 2022).

EX-4.1 4 d400451dex41.htm EX-4.1 Exhibit 4.1 Execution WARRANT AGREEMENT DMY SQUARED TECHNOLOGY GROUP, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 4, 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated October 4, 2022, is by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York

Underwriting Agreement, dated September 29, 2022, among the Company and the Representative, as representative of the several underwriters named therein.

EX-1.1 2 d400451dex11.htm EX-1.1 Exhibit 1.1 dMY Squared Technology Group, Inc. 6,000,000 Units* Underwriting Agreement September 29, 2022 Needham & Company, LLC 250 Park Avenue, New York, New York 100177 As representative (the “Representative”) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Compan

Letter Agreement, dated October 4, 2022 between the Company, the Sponsor and each of the executive officers and directors of the Company (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on October 4, 2022).

EX-10.5 9 d400451dex105.htm EX-10.5 Exhibit 10.5 Execution October 4 2022 dMY Squared Technology Group, Inc. 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among dMY Squared Te

Administrative Services Agreement, dated October 4, 2022 between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on October 4, 2022).

Exhibit 10.4 Execution DMY SQUARED TECHNOLOGY GROUP, INC. 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 October 4, 2022 dMY Squared Sponsor, LLC 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and among dMY Squared Technology Group, Inc. (the ?Company?) and dMY Squared

Investment Management Trust Agreement, dated October 4, 2022 between the Company and Continental Stock Transfer and Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on October 4, 2022).

EX-10.1 5 d400451dex101.htm EX-10.1 Exhibit 10.1 Execution INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 4, 2022 by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Comp

Indemnity Agreement, dated October 4, 2022, between the Company and Darla Anderson.

Exhibit 10.8 Execution INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of October 4, 2022, by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Darla Anderson (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 4, 2022 (September 29, 2022) DMY SQUARED TECHNOLOGY GROUP, INC. (Exact name of registrant as specified in its charter) Massachusetts 333-267381 88-0748933 (State or other juri

Amended and Restated Articles of Organization (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 00141519), filed with the SEC on October 4, 2022).

Exhibit 3.1 The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 AMENDED AND RESTATED ARTICLES OF ORGANIZATION (General Laws Chapter 156D, Section 2.02; 950 CMR 113.16) (1) Exact name of corporation: dMY Squared Technology Group, Inc. (2) Registered office address: 44 School Street, Suite 505, Boston, Commonwea

Indemnity Agreement, dated October 4, 2022, between the Company and Harry L. You.

Exhibit 10.6 Execution INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 4, 2022, by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the ?Company?), and Harry L. You (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities u

Indemnity Agreement, dated October 4, 2022, between the Company and Francesca Luthi.

Exhibit 10.9 Execution INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of October 4, 2022, by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Francesca Luthi (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacitie

Indemnity Agreement, dated October 4, 2022, between the Company and Niccolo de Masi.

EX-10.7 11 d400451dex107.htm EX-10.7 Exhibit 10.7 Execution INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of October 4, 2022, by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Niccolo de Masi (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as dire

Private Placement Warrants Purchase Agreement, dated October 4, 2022 between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on October 4, 2022).

EX-10.3 7 d400451dex103.htm EX-10.3 Exhibit 10.3 Execution PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 4, 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”),

$60,000,000 dMY Squared Technology Group, Inc. 6,000,000 Units

Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-267381 PROSPECTUS $60,000,000 dMY Squared Technology Group, Inc. 6,000,000 Units dMY Squared Technology Group, Inc. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which

dMY Squared Technology Group, Inc. Announces Pricing of $60 Million Initial Public Offering

Exhibit 99.1 dMY Squared Technology Group, Inc. Announces Pricing of $60 Million Initial Public Offering September 29, 2022 8:42 PM Eastern Standard Time LAS VEGAS?(BUSINESS WIRE)? dMY Squared Technology Group, Inc. (the ?Company?) announced today the pricing of its initial public offering of 6,000,000 units, at a price of $10.00 per unit. The units will be listed on the NYSE American (the ?NYSE A

dMY Squared Technology Group, Inc. Announces Pricing of $60 Million Initial Public Offering

EX-99.1 2 d514135dex991.htm EX-99.1 Exhibit 99.1 dMY Squared Technology Group, Inc. Announces Pricing of $60 Million Initial Public Offering September 29, 2022 8:42 PM Eastern Standard Time LAS VEGAS—(BUSINESS WIRE)— dMY Squared Technology Group, Inc. (the “Company”) announced today the pricing of its initial public offering of 6,000,000 units, at a price of $10.00 per unit. The units will be list

Subscriber Forfeiture and Amendment No. 2 to the Securities Subscription Agreement dated September 29, 2022 between the Registrant and dMY Squared Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on September 30, 2022).

Exhibit 10.1 Execution SUBSCRIBER FORFEITURE AND AMENDMENT NO.2 TO THE SECURITIES SUBSCRIPTION AGREEMENT September 29, 2022 dMY Squared Technology Group, Inc. 1180 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144 Re: Forfeiture of Subscriber?s dMY Squared Technology Group Class B Common Stock and Amendment to the Securities Subscription Agreement Ladies and Gentlemen: This Subscriber For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2022 DMY SQUARED TE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2022 DMY SQUARED TECHNOLOGY GROUP, INC. (Exact name of registrant as specified in its charter) Massachusetts 333-267381 88-0748933 (State or other jurisdiction of incorp

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2022 DMY SQUARED TECHNOLOGY GROUP, INC. (Exact name of registrant as specified in its charter) Massachusetts 333-267381 88-0748933 (State or other jurisdiction of incorp

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2022 DMY SQUARED TECHNOLOGY GROUP, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-41519 88-0748933 (State or other jurisdiction of incorpo

As filed with the Securities and Exchange Commission on September 29, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SE

As filed with the Securities and Exchange Commission on September 29, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on September 29, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR

8-A12B/A 1 d385256d8a12ba.htm 8-A12B/A As filed with the Securities and Exchange Commission on September 29, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 dMY Squared Technology Group, Inc. (Exact name of registrant a

[Signature Page Follows]

September 27, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Benjamin Holt Pam Howell Re: dMY Squared Technology Group, Inc. Registration Statement on Form S-1 File No. 333-267381 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, the underwr

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September 27, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Benjamin Holt Pam Howell Re: dMY Squared Technology Group, Inc. Registration Statement on Form S-1 File No. 333- 267381 Dear Mr. Holt: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, dMY Squared Te

Form of Amended and Restated Articles of Organization.**

Exhibit 3.2 The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 AMENDED AND RESTATED ARTICLES OF ORGANIZATION (General Laws Chapter 156D, Section 2.02; 950 CMR 113.16) (1) Exact name of corporation: dMY Squared Technology Group, Inc. (2) Registered office address: 44 School Street, Suite 505, Boston, Commonwea

As filed with the U.S. Securities and Exchange Commission on September 21, 2022.

As filed with the U.S. Securities and Exchange Commission on September 21, 2022. Registration No. 333-267381 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 6770 88-0748933 (State or other

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September 20, 2022 BY EDGAR Benjamin Holt Pam Howell Division of Corporation Finance Office of Real Estate & Construction U.

Form of Underwriting Agreement.

Exhibit 1.1 dMY Squared Technology Group, Inc. 7,500,000 Units* Underwriting Agreement [ ], 2022 Needham & Company, LLC 250 Park Avenue, New York, New York 100177 As representative (the “Representative”) of the several Underwriters named in Schedule I hereto,1 Ladies and Gentlemen: dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), proposes, subject to the terms and c

As filed with the U.S. Securities and Exchange Commission on September 20, 2022.

Table of Contents As filed with the U.S. Securities and Exchange Commission on September 20, 2022. Registration No. 333-267381 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 6770 88-074893

Form of Indemnity Agreement.

Exhibit 10.5 FORM OF INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2022, by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided

Form of Administrative Services Agreement between the Registrant and dMY Squared Sponsor, LLC.

EX-10.9 19 d530439dex109.htm EX-10.9 Exhibit 10.9 DMY SQUARED TECHNOLOGY GROUP, INC. 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 , 2022 dMY Squared Sponsor, LLC 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 Re: Form of Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and among dMY Squared Technology Group, Inc. (the “

Form of Compensation Committee Charter.

Exhibit 99.2 DMY SQUARED TECHNOLOGY GROUP, INC. FORM OF COMPENSATION COMMITTEE CHARTER Effective , 2022 I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of dMY Squared Technology Group, Inc. (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and app

Form of Nominating & Corporate Governance Committee Charter.

EX-99.3 26 d530439dex993.htm EX-99.3 Exhibit 99.3 DMY SQUARED TECHNOLOGY GROUP, INC. FORM OF NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective , 2022 I. INTRODUCTION The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of dMY Squared Technology Group, Inc. (the “Company”) to: (i) identify and screen individuals quali

Power of Attorney (included on signature page).

Table of Contents As filed with the U.S. Securities and Exchange Commission on September 12, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 dMY Squared Technology Group, Inc. (Exact name of registrant as specified in its charter) Massachusetts 6770 88-0748933 (State or other jurisd

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September 12, 2022 BY EDGAR Benjamin Holt Pam Howell Division of Corporation Finance Office of Real Estate & Construction U.

Consent of Darla Anderson.

EX-99.4 27 d530439dex994.htm EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by dMY Squared Technology Group, Inc.of the Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I

Form of Promissory Note (Over-Allotment) between Registrant and dMY Squared Sponsor, LLC (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form S-1 (File No. 333-6770), filed with the SEC on September 12, 2022).

EX-10.11 21 d530439dex1011.htm EX-10.11 Exhibit 10.11 THIS PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form S-1 (File No. 333-6770), filed with the SEC on September 12, 2022).

EX-4.1 6 d530439dex41.htm EX-4.1 Exhibit 4.1 NUMBER UNITS U SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] DMY SQUARED TECHNOLOGY GROUP, INC. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one s

Form of Audit Committee Charter.

EX-99.1 24 d530439dex991.htm EX-99.1 Exhibit 99.1 DMY SQUARED TECHNOLOGY GROUP, INC. FORM OF AUDIT COMMITTEE CHARTER Effective , 2022 I. PURPOSES The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of dMY Squared Technology Group, Inc. (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and t

Consent of Constance Weaver.

EX-99.5 28 d530439dex995.htm EX-99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by dMY Squared Technology Group, Inc. of the Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I

Filing Fees Table.

EX-FILING FEES 31 d530439dexfilingfees.htm EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) dMY Squared Technology Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggreg

Form of Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14 to the Company’s Current Report on Form S-1 (File No. 333-6770), filed with the SEC on September 12, 2022).

EX-14 22 d530439dex14.htm EX-14 Exhibit 14 DMY S QUARED TECHNOLOGY GROUP, INC. FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective , 2022 I. INTRODUCTION The Board of Directors (the “Board”) of dMY Squared Technology Group, Inc. has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors,

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form S-1 (File No. 3336770), filed with the SEC on September 12, 2022).

Exhibit 4.4 FORM OF WARRANT AGREEMENT DMY SQUARED TECHNOLOGY GROUP, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2022 THIS WARRANT AGREEMENT (this “Agreement”), dated , 2022, is by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the

Subscriber Forfeiture and Amendment No. 1 to the Securities Subscription Agreement between the Registrant and dMY Squared Sponsor, LLC.

Exhibit 10.8 SUBSCRIBER FORFEITURE AND AMENDMENT NO.1 TO THE SECURITIES SUBSCRIPTION AGREEMENT September 8, 2022 dMY Squared Technology Group, Inc. 1180 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144 Re: Forfeiture of Subscriber’s dMY Squared Technology Group Class B Common Stock and Amendment to the Securities Subscription Agreement Ladies and Gentlemen: This Subscriber Forfeiture and

Securities Subscription Agreement between the Registrant and dMY Squared Sponsor, LLC.

Exhibit 10.7 dMY Squared Technology Group, Inc. March 3, 2022 dMY Squared Sponsor, LLC RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into as of March 3, 2022 by and between dMY Squared Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Com

Form of Letter Agreement among the Registrant, dMY Squared Sponsor, LLC and each of the executive officers and directors of the Registrant.

EX-10.1 11 d530439dex101.htm EX-10.1 Exhibit 10.1 , 2022 dMY Squared Technology Group, Inc. 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among dMY Squared Technology Group, I

Form of Private Placement Warrants Purchase Agreement between the Registrant and dMY Squared Sponsor, LLC.

Exhibit 10.4 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and dMY Squared Sponsor, LLC, a Delaware limite

Consent of Charles Wert.

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by dMY Squared Technology Group, Inc. of the Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438

Articles of Organization.

Exhibit 3.1 The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 ARTICLES OF ORGANIZATION (General Laws Chapter 156D, Section 2.02; 950 CMR 113.16) Article I?Name The exact name of the corporation is: dMY Squared Technology Group, Inc. (the ?Corporation?) Article II ? Purpose The purpose for which the Corporati

Form of Amended and Restated Articles of Organization.

Exhibit 3.2 The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 AMENDED AND RESTATED ARTICLES OF ORGANIZATION (General Laws Chapter 156D, Section 2.02; 950 CMR 113.16) (1) Exact name of corporation: dMY Squared Technology Group, Inc. (2) Registered office address: 44 School Street, Suite 505, Boston, Commonwea

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form S-1 (File No. 333-6770), filed with the SEC on September 12, 2022).

Exhibit 4.2 SHARES NUMBER C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] DMY SQUARED TECHNOLOGY GROUP, INC. CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), transferable on the books of the Comp

Form of Underwriting Agreement.

Exhibit 1.1 dMY Squared Technology Group, Inc. 7,500,000 Units* Underwriting Agreement [], 2022 Needham & Company, LLC 250 Park Avenue, New York, New York 100177 As representative (the “Representative”) of the several Underwriters named in Schedule I hereto,1 Ladies and Gentlemen: dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), proposes, subject to the terms and co

Promissory Note issued to dMY Squared Sponsor, LLC.

Exhibit 10.6 THIS PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMP

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2022 by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File

Consent of Francesca Luthi.

EX-99.6 29 d530439dex996.htm EX-99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by dMY Squared Technology Group, Inc. of the Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I

Form of Registration Rights Agreement among the Registrant, dMY Squared Sponsor, LLC and the Holders signatory thereto.

Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2022, is made and entered into by and among dMY Squared Technology Group, Inc., a Massachusetts corporation (the ?Company?), dMY Squared Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature page hereto under ?Holde

BYLAWS dMY SQUARED TECHNOLOGY GROUP, INC. ARTICLE I

EX-3.3 5 d530439dex33.htm EX-3.3 Exhibit 3.3 BYLAWS of dMY SQUARED TECHNOLOGY GROUP, INC. ARTICLE I GENERAL 1.1 Registered Office and Registered Agent. The registered office and registered agent of DMY Squared Technology Group, Inc., a Massachusetts corporation (the “Corporation”) shall be as set forth in the Corporation’s Articles of Organization (as amended and in effect from time to time the “A

Form of Promissory Note between Registrant and dMY Squared Sponsor, LLC.

EX-10.10 20 d530439dex1010.htm EX-10.10 Exhibit 10.10 THIS PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY

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August 18, 2022 BY EDGAR Benjamin Holt Pam Howell Division of Corporation Finance Office of Real Estate & Construction U.

As confidentially submitted to the Securities and Exchange Commission on August 18, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 18, 2022.

dMY Squared Technology Group, Inc. 10,000,000 Units* Underwriting Agreement

EX-1.1 2 filename2.htm Exhibit 1.1 dMY Squared Technology Group, Inc. 10,000,000 Units* Underwriting Agreement [ ], 2022 Needham & Company, LLC 250 Park Avenue, New York, New York 100177 As representative (the “Representative”) of the several Underwriters named in Schedule I hereto,1 Ladies and Gentlemen: dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), proposes, su

Consent to be Named as a Director Nominee

EX-99.5 16 filename16.htm Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by dMY Squared Technology Group, Inc. of the Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby con

FORM OF REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2022, is made and entered into by and among dMY Squared Technology Group, Inc., a Massachusetts corporation (the ?Company?), dMY Squared Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature page hereto under ?Holde

Consent to be Named as a Director Nominee

EX-99.7 18 filename18.htm Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by dMY Squared Technology Group, Inc. of the Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby con

July 7, 2022

DRSLTR 1 filename1.htm July 7, 2022 BY EDGAR Benjamin Holt Pam Howell Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: dMY Squared Technology Group, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted May 24, 2022 CIK No. 0001915380 Dear Mr. Holt and Ms. Howell: We set f

DMY SQUARED TECHNOLOGY GROUP, INC. CLASS A COMMON STOCK

EX-4.2 Exhibit 4.2 SHARES NUMBER C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] DMY SQUARED TECHNOLOGY GROUP, INC. CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), transferable on the books of t

As confidentially submitted to the Securities and Exchange Commission on July 7, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Table of Contents As confidentially submitted to the Securities and Exchange Commission on July 7, 2022.

PROMISSORY NOTE Principal Amount: Up to $200,000 Dated as of March 3, 2022

EX-10.6 8 filename8.htm Exhibit 10.6 THIS PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE A

DMY SQUARED TECHNOLOGY GROUP, INC. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK

EX-4.1 2 filename2.htm Exhibit 4.1 NUMBER UNITS U SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] DMY SQUARED TECHNOLOGY GROUP, INC. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of Cl

DMY SQUARED TECHNOLOGY GROUP, INC. FORM OF AUDIT COMMITTEE CHARTER Effective , 2022

EX-99.1 12 filename12.htm Exhibit 99.1 DMY SQUARED TECHNOLOGY GROUP, INC. FORM OF AUDIT COMMITTEE CHARTER Effective , 2022 I. PURPOSES The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of dMY Squared Technology Group, Inc. (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’

DMY SQUARED TECHNOLOGY GROUP, INC. FORM OF NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective , 2022

EX-99.3 14 filename14.htm Exhibit 99.3 DMY SQUARED TECHNOLOGY GROUP, INC. FORM OF NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective , 2022 I. INTRODUCTION The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of dMY Squared Technology Group, Inc. (the “Company”) to: (i) identify and screen individuals qualified to ser

Consent to be Named as a Director Nominee

EX-99.6 17 filename17.htm Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by dMY Squared Technology Group, Inc. of the Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby con

DMY SQUARED TECHNOLOGY GROUP, INC. 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144

EX-10.8 10 filename10.htm Exhibit 10.8 DMY SQUARED TECHNOLOGY GROUP, INC. 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 , 2022 dMY Squared Sponsor, LLC 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 Re: Form of Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and among dMY Squared Technology Group, Inc. (the “Company”) a

dMY Squared Technology Group, Inc.

EX-10.7 9 filename9.htm Exhibit 10.7 dMY Squared Technology Group, Inc. March 3, 2022 dMY Squared Sponsor, LLC RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into as of March 3, 2022 by and between dMY Squared Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and dMY Squared Technology Group, Inc., a Massachuset

DMY SQUARED TECHNOLOGY GROUP, INC. FORM OF COMPENSATION COMMITTEE CHARTER Effective , 2022

EX-99.2 13 filename13.htm Exhibit 99.2 DMY SQUARED TECHNOLOGY GROUP, INC. FORM OF COMPENSATION COMMITTEE CHARTER Effective , 2022 I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of dMY Squared Technology Group, Inc. (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, includi

[Signature Page Follows]

EX-10.1 4 filename4.htm Exhibit 10.1 , 2022 dMY Squared Technology Group, Inc. 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among dMY Squared Technology Group, Inc., a Massac

FORM OF INDEMNITY AGREEMENT

EX-10.5 7 filename7.htm Exhibit 10.5 FORM OF INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2022, by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities u

EX-10.4

Exhibit 10.4 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2022 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among dMY Squared Technology Group, Inc., a Massachusetts corporation (the ?Company?), and dMY Squared Sponsor, LLC, a Delaware limite

Consent to be Named as a Director Nominee

EX-99.4 15 filename15.htm Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by dMY Squared Technology Group, Inc.of the Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby cons

DMY S QUARED TECHNOLOGY GROUP, INC. FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective , 2022

EX-14 11 filename11.htm Exhibit 14 DMY S QUARED TECHNOLOGY GROUP, INC. FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective , 2022 I. INTRODUCTION The Board of Directors (the “Board”) of dMY Squared Technology Group, Inc. has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers

As confidentially submitted to the Securities and Exchange Commission on May 24, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 24, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1

As confidentially submitted to the Securities and Exchange Commission on May 5, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 5, 2022.