NEW YORK--(BUSINESS WIRE)--NYSE American LLC ("NYSE American†or the "Exchange†) announced today that the staff of NYSE Regulation has determined to commence proceedings to delist the three securities enumerated below ("Securities†) of dMY Squared Technology Group, Inc. (the "Company†) from NYSE American. Trading in the Company's Securities will be suspended immediately. Symbol Description DMYY Class A common stock, par value $0.0001 per share DMYY.U Units, each consisting of one share of Class. ...

PART I. FINANCIAL INFORMATION [Item 1. Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) The company's unaudited statements show a significant net loss driven by derivative warrant liabilities and a going concern risk [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Condensed Balance Sheets (June 30, 2025 vs. December 31, 2024) | Item | June 30, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Cash | $348 | $309,399 | | Prepaid expenses | $211,581 | $133,023 | | Total current assets | $211,929 | $442,422 | | Cash and Investments held in Trust Account | $26,680,869 | $25,587,986 | | Total Assets | $26,892,798 | $26,030,408 | | Total current liabilities | $4,900,930 | $2,779,200 | | Derivative warrant liabilities | $11,544,350 | $1,450,600 | | Total Liabilities | $19,604,780 | $7,389,300 | | Accumulated deficit | $(19,293,009) | $(6,847,037) | | Total shareholders' deficit | $(19,292,851) | $(6,846,879) | Unaudited Condensed Statements of Operations (Six Months Ended June 30, 2025 vs. 2024) | Item | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | General and administrative expenses | $1,270,961 | $607,780 | | Corporate tax expenses (benefits) | $(3,270) | $267,211 | | Loss from operations | $(1,267,691) | $(874,991) | | Investment income from Trust Account | $532,812 | $669,921 | | Change in fair value of derivative warrant liabilities | $(10,093,750) | $- | | Total other income (expenses) | $(9,560,842) | $323,860 | | Net loss | $(10,931,166) | $(489,515) | | Basic and diluted net loss per share, Class A common stock | $(2.79) | $(0.12) | - The Company is a blank check company with **non-operating income from interest on its IPO proceeds**[19](index=19&type=chunk)[20](index=20&type=chunk) - Management identified a **substantial doubt about its ability to continue as a going concern** due to its liquidity condition[54](index=54&type=chunk) - An **excise tax expense of approximately $420,000** was recorded in Q2 2025 related to a prior share redemption[50](index=50&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses its status as a blank check company, significant net losses, liquidity challenges, and a recent letter of intent [Overview](index=28&type=section&id=Overview) [Tax Withdrawals from Trust Account](index=31&type=section&id=Tax%20Withdrawals%20from%20Trust%20Account) [Excise Tax](index=31&type=section&id=Excise%20Tax) [Letter of Intent](index=32&type=section&id=Letter%20of%20Intent) [Liquidity and Capital Resources; Going Concern Consideration](index=32&type=section&id=Liquidity%20and%20Capital%20Resources%3B%20Going%20Concern%20Consideration) [Risks and Uncertainties](index=32&type=section&id=Risks%20and%20Uncertainties) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) [Contractual Obligations](index=33&type=section&id=Contractual%20Obligations) [Critical Accounting Estimates](index=34&type=section&id=Critical%20Accounting%20Estimates) [Off-Balance Sheet Arrangements and Contractual Obligations](index=35&type=section&id=Off-Balance%20Sheet%20Arrangements%20and%20Contractual%20Obligations) [JOBS Act](index=35&type=section&id=JOBS%20Act) - The Company is a blank check company formed to effect a business combination and **has not commenced operations** as of June 30, 2025[137](index=137&type=chunk)[138](index=138&type=chunk) - A non-binding letter of intent was signed for a business combination with Horizon Quantum Computing, valuing Horizon at **$500 million**[156](index=156&type=chunk) - Management has determined that its liquidity condition and mandatory liquidation clause raise **substantial doubt about its ability to continue as a going concern**[160](index=160&type=chunk) - An **excise tax expense of approximately $420,000** was recorded in Q2 2025 related to the January 2024 redemption of Public Shares[155](index=155&type=chunk) Net Loss Summary (Three and Six Months Ended June 30, 2025 vs. 2024) | Period | Net Loss (2025) | Net Loss (2024) | | :--- | :--- | :--- | | Three months ended June 30 | $(6.4) million | $(321,000) | | Six months ended June 30 | $(10.9) million | $(490,000) | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from market risk disclosures as a smaller reporting company - The Company is a smaller reporting company and is **not required to provide quantitative and qualitative disclosures** about market risk[183](index=183&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to two material weaknesses in financial reporting [Evaluation of Disclosure Controls and Procedures](index=35&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) [Remediation Efforts to Address the Identified Material Weaknesses and Status Update](index=36&type=section&id=Remediation%20Efforts%20to%20Address%20the%20Identified%20Material%20Weaknesses%20and%20Status%20Update) [Changes in Internal Control over Financial Reporting](index=36&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - The Company's disclosure controls and procedures were **not effective as of June 30, 2025**, due to material weaknesses[185](index=185&type=chunk) - A material weakness was identified regarding the **evaluation and recognition of excise tax payable**, leading to a restatement of Q1 2025 financials[186](index=186&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) - Remediation plans include **enhancing documentation and internal review procedures** for non-routine and tax-sensitive transactions[188](index=188&type=chunk)[197](index=197&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no current legal proceedings - There are **no legal proceedings** to report[191](index=191&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) This section updates risks related to international trade and elaborates on material weaknesses in internal controls - **Changes in international trade policies and tariffs** could adversely affect the search for a Business Combination target[193](index=193&type=chunk) - The Company has identified **material weaknesses in its internal control over financial reporting**, which could lead to inaccurate reporting[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk)[200](index=200&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details unregistered sales of Founder Shares and Private Warrants and the use of IPO proceeds - The Sponsor purchased **2,875,000 Founder Shares for $25,000**, with subsequent forfeitures reducing the total to 1,579,750 shares[91](index=91&type=chunk)[201](index=201&type=chunk) - The Initial Public Offering of **6,000,000 units generated gross proceeds of $60.0 million**[21](index=21&type=chunk)[22](index=22&type=chunk)[89](index=89&type=chunk)[93](index=93&type=chunk)[202](index=202&type=chunk)[203](index=203&type=chunk) - Approximately **$64.1 million** from the IPO, Private Placement, and Overfunding Loans was placed in the Trust Account[26](index=26&type=chunk)[142](index=142&type=chunk)[204](index=204&type=chunk) [Item 3. Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There are **no defaults upon senior securities**[205](index=205&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are **not applicable**[206](index=206&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) The company reports no other material information for this period - There is **no other information** to report[207](index=207&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with or incorporated by reference into the quarterly report - Exhibits include **officer certifications and Inline XBRL documents**[209](index=209&type=chunk)

LAS VEGAS, Aug. 22, 2025 (GLOBE NEWSWIRE) -- 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 not in compliance with Section 1007 of the NYSE American Company Guide (the “Rule”) because it has not timely filed its Quarterly Report on Form 10-Q as of and for the three and six months ended June 30, 2025 (th ...

PART I. FINANCIAL INFORMATION This section provides the company's unaudited condensed financial statements and management's analysis of financial condition [Item 1. Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section presents DMY Squared Technology Group's unaudited condensed financial statements and comprehensive notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20March%2031%2C%202025%20(unaudited)%20and%20December%2031%2C%202024) This section presents the company's financial position, detailing assets, liabilities, and shareholders' deficit Balance Sheet Summary (March 31, 2025 vs. December 31, 2024) | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Total Assets | $26,610,324 | $26,030,408 | | Total Liabilities | $12,525,447 | $7,389,300 | | Shareholders' Deficit | $(12,077,608) | $(6,846,879) | | Cash | $528 | $309,399 | | Cash and investments held in Trust Account | $26,262,484 | $25,587,986 | | Derivative warrant liabilities | $5,741,960 | $1,450,600 | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%202024) This section details the company's financial performance, including revenues, expenses, and net loss Statements of Operations Summary (Three Months Ended March 31) | Metric | 2025 | 2024 | | :------------------------------------------ | :------------- | :------------- | | General and administrative expenses | $521,402 | $377,583 | | Corporate tax expenses | $0 | $84,308 | | Loss from operations | $(521,402) | $(461,891) | | Investment income from Trust Account | $264,427 | $346,217 | | Change in fair value of derivative warrant liabilities | $(4,291,360) | $0 | | Net loss | $(4,556,231) | $(168,454) | | Basic and diluted net loss per share, Class A common stock | $(1.16) | $(0.04) | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%202024) This section outlines changes in the company's shareholders' deficit, including net loss and redemption impacts Shareholders' Deficit Changes (Three Months Ended March 31, 2025) | Item | Amount | | :---------------------------------------------------------------- | :------------- | | Balance - December 31, 2024 | $(6,846,879) | | Increase in redemption value of Class A common stock due to extension | $(150,000) | | Remeasurement for Class A common stock subject to redemption | $(524,498) | | Net loss | $(4,556,231) | | Balance - March 31, 2025 (unaudited) | $(12,077,608) | Shareholders' Deficit Changes (Three Months Ended March 31, 2024) | Item | Amount | | :---------------------------------------------------------------- | :------------- | | Balance - December 31, 2023 | $(5,079,018) | | Increase in redemption value of Class A common stock due to extension | $(191,667) | | Remeasurement for Class A common stock subject to redemption | $(209,038) | | Net loss | $(168,454) | | Balance - March 31, 2024 (unaudited) | $(5,648,335) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%202024) This section summarizes the company's cash inflows and outflows from operating, investing, and financing activities Cash Flow Summary (Three Months Ended March 31) | Metric | 2025 | 2024 | | :------------------------------------------ | :------------- | :------------- | | Net cash used in operating activities | $(773,621) | $(59,968) | | Net cash (used in) provided by investing activities | $(410,070) | $42,682,302 | | Net cash provided by (used in) financing activities | $874,820 | $(41,996,207) | | Net change in cash | $(308,871) | $626,127 | | Cash - End of the period | $528 | $626,136 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed explanations and disclosures for the unaudited condensed financial statements, including accounting policies, IPO, and related party transactions [Note 1—Description of Organization and Business Operations](index=8&type=section&id=Note%201%E2%80%94Description%20of%20Organization%20and%20Business%20Operations) This note describes the company's nature as a blank check company, its IPO, and key operational events - DMY Squared Technology Group, Inc. is a **blank check company** formed for a business combination, operating as an **emerging growth company**. It has not commenced operations and generates non-operating income from trust account proceeds[20](index=20&type=chunk)[21](index=21&type=chunk) - The Company's Initial Public Offering (IPO) on October 4, 2022, raised **$60.0 million** gross proceeds from 6,000,000 units, with an additional **$3.2 million** from 319,000 over-allotment units. Total offering costs were approximately **$3.7 million** plus **$156,000** for the over-allotment[22](index=22&type=chunk) - The Company's shareholders approved an extension of the business combination deadline from January 4, 2024, to January 29, 2024, with monthly extensions up to December 29, 2025, contingent on Sponsor contributions. In connection with this, **3,980,414 Public Shares** were redeemed for approximately **$42.0 million** on January 4, 2024[38](index=38&type=chunk) - A convertible promissory note for up to **$1.75 million** was issued to an affiliate of the Sponsor. As of March 31, 2025, **$791,667** was outstanding, increasing to **$841,667** post-March 31, 2025, with proceeds contributed to the Trust Account for extensions[41](index=41&type=chunk)[50](index=50&type=chunk)[96](index=96&type=chunk) - Management determined that approximately **$0.69 million** of funds withdrawn from the Trust Account for taxes were improperly used for operating expenses. The Sponsor advanced **$0.73 million** to cover these funds plus interest, and the Company re-contributed **$0.22 million** plus interest to the Trust Account in March 2025[46](index=46&type=chunk) - The Company's management has determined that the liquidity condition, mandatory liquidation if a Business Combination does not occur, and potential subsequent dissolution raise **substantial doubt about its ability to continue as a going concern**[47](index=47&type=chunk)[51](index=51&type=chunk) [Note 2—Summary of Significant Accounting Policies](index=13&type=section&id=Note%202%E2%80%94Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's key accounting policies, including its emerging growth company status and financial instrument treatment - The Company is an **\"emerging growth company\"** and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[57](index=57&type=chunk)[58](index=58&type=chunk) - The Trust Account investments were transferred from U.S. government securities to an interest-bearing bank deposit account in March 2025 to mitigate the risk of being deemed an unregistered investment company. As of March 31, 2025, the trust balance was held in **cash**, compared to U.S. Treasury Bills as of December 31, 2024[61](index=61&type=chunk) - Public and Private Placement Warrants are recognized as **derivative liabilities at fair value**, with changes in fair value recognized in the unaudited condensed statements of operations[66](index=66&type=chunk) - The Company's deferred tax assets of approximately **$1.2 million** (March 31, 2025) and **$949,000** (December 31, 2024) are presented net of a full valuation allowance[78](index=78&type=chunk) - The Company is evaluating the impact of ASU No. 2023-09 (Improvements to Income Tax Disclosures, effective after Dec 15, 2024) and ASU 2024-03 (Disaggregation of Income Statement Expenses, effective after Dec 15, 2026) on its financial statements[82](index=82&type=chunk)[83](index=83&type=chunk) [Note 3—Initial Public Offering](index=18&type=section&id=Note%203%E2%80%94Initial%20Public%20Offering) This note details the company's Initial Public Offering, including gross proceeds and associated offering costs - On October 4, 2022, the Company consummated its Initial Public Offering of **6,000,000 units** at **$10.00 per unit**, generating **$60.0 million** gross proceeds. An additional **319,000 units** were sold on October 11, 2022, for approximately **$3.2 million**. Total offering costs were approximately **$3.7 million** plus **$156,000** for the partial over-allotment[84](index=84&type=chunk) [Note 4—Related Party Transactions](index=18&type=section&id=Note%204%E2%80%94Related%20Party%20Transactions) This note describes transactions with related parties, including founder shares, private placement warrants, and loans - The Sponsor purchased **2,875,000 Class B Founder Shares** for **$25,000**, with subsequent forfeitures reducing the total to **1,579,750 shares**. These shares are subject to transfer restrictions[85](index=85&type=chunk)[87](index=87&type=chunk) - The Company consummated a Private Placement of **2,840,000 Initial Private Placement Warrants** and **44,660 Additional Private Placement Warrants** to the Sponsor at **$1.00 per warrant**, generating approximately **$2.8 million** and **$45,000**, respectively. These warrants are non-redeemable and exercisable on a cashless basis if held by the Sponsor or permitted transferees, and are subject to transfer restrictions[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) - Advances from related parties totaled approximately **$1.1 million** outstanding as of March 31, 2025, increasing to approximately **$1.2 million** subsequent to March 31, 2025[92](index=92&type=chunk) - The Sponsor extended Overfunding Loans totaling **$947,850**, deposited into the Trust Account, which are repayable or convertible into Class A Shares upon a business combination[94](index=94&type=chunk) - A Convertible Promissory Note for up to **$1.75 million** was issued to Harry L. You, an affiliate of the Sponsor. As of March 31, 2025, **$791,667** was outstanding, increasing to **$841,667** post-March 31, 2025, with all proceeds contributed to the Trust Account for extensions[95](index=95&type=chunk)[96](index=96&type=chunk) - The Company pays the Sponsor **$10,000 per month** for administrative services, with **$30,000** recorded for each of the three months ended March 31, 2025 and 2024. The outstanding balance for these fees was **$220,000** as of March 31, 2025[98](index=98&type=chunk) [Note 5—Commitments and Contingencies](index=21&type=section&id=Note%205%E2%80%94Commitments%20and%20Contingencies) This note details the company's commitments, including registration rights and deferred underwriting commissions - Holders of Founder Shares, Private Placement Warrants, and warrants from working capital loans/contributions are entitled to **registration rights**[101](index=101&type=chunk) - Deferred underwriting commissions of **$2.1 million** (from IPO) and **$112,000** (from over-allotment) are payable to the underwriter from the Trust Account solely upon completion of a Business Combination[102](index=102&type=chunk)[103](index=103&type=chunk) [Note 6—Derivative Warrant Liabilities](index=21&type=section&id=Note%206%E2%80%94Derivative%20Warrant%20Liabilities) This note describes the company's derivative warrant liabilities, including outstanding warrants and their exercise and redemption terms - As of March 31, 2025, and December 31, 2024, the Company had an aggregate of **6,044,160 warrants** outstanding, comprising **3,159,500 Public Warrants** and **2,884,660 Private Placement Warrants**[104](index=104&type=chunk) - Public Warrants become exercisable on the later of 30 days after a Business Combination or 12 months from the IPO closing, contingent on an effective registration statement. The exercise price is **$11.50 per share**, subject to adjustments[104](index=104&type=chunk)[106](index=106&type=chunk) - The Company may redeem Public Warrants for **$0.01 per warrant** if the Public Share closing price equals or exceeds **$18.00** for 20 of 30 trading days, or for **$0.10 per warrant** if the price equals or exceeds **$10.00** for 20 of 30 trading days (with a cashless exercise option)[108](index=108&type=chunk) - If a Business Combination is not completed and the Company liquidates, warrant holders will **not receive any funds** from the Trust Account or other assets[111](index=111&type=chunk) [Note 7—Shareholders' Deficit](index=23&type=section&id=Note%207%E2%80%94Shareholders'%20Deficit) This note details the company's authorized and outstanding share capital, including preferred, Class A, and Class B common shares - The Company is authorized to issue **1,000,000 shares of preferred stock** (none outstanding), **35,000,000 Class A Common Shares** (**2,338,586 outstanding**, all subject to redemption), and **5,000,000 Class B Common Shares** (**1,579,750 outstanding**)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - Class B Common Shares are convertible into Class A Common Shares on a **one-for-one basis**, subject to adjustments[116](index=116&type=chunk) [Note 8—Fair Value Measurements](index=24&type=section&id=Note%208%E2%80%94Fair%20Value%20Measurements) This note explains the company's fair value hierarchy for financial instruments, particularly derivative warrant liabilities - The Company uses a three-tier fair value hierarchy (Level 1, 2, 3) for financial instruments. Public Warrants are measured at **Level 2** due to low trading volume, while Private Placement Warrants are measured at **Level 3** using a Monte Carlo simulation method[68](index=68&type=chunk)[120](index=120&type=chunk)[122](index=122&type=chunk) Level 3 Fair Value Inputs (Private Warrants) | Input | March 31, 2025 | December 31, 2024 | | :---------------- | :------------- | :---------------- | | Exercise price | $11.50 | $11.50 | | Stock price | $11.17 | $10.66 | | Volatility | 3.2% | 3.3% | | Risk-free rate | 3.9% | 4.3% | | Expected terms (years) | 5.25 | 5.25 | | Dividend yield | 0.0% | 0.0% | Change in Level 3 Fair Value of Derivative Warrant Liabilities (Private Warrants) | Item | Amount | | :------------------------------------------------ | :------------- | | Balance as of December 31, 2024 | $692,320 | | Change in fair value of derivative warrant liabilities | $2,048,110 | | Balance as of March 31, 2025 | $2,740,430 | [Note 9—Segment Information](index=25&type=section&id=Note%209%E2%80%94Segment%20Information) This note clarifies that the company operates as a single reportable segment, with the CFO reviewing overall results - The Company operates as a **single reportable segment**, with the Chief Financial Officer (CODM) reviewing overall operating results to allocate resources and assess financial performance[124](index=124&type=chunk) - Key metrics reviewed by the CODM include investment income from the Trust Account, general and administrative expenses, tax expenses, other expenses (income), and net loss[126](index=126&type=chunk) [Note 10—Subsequent Events](index=26&type=section&id=Note%2010%E2%80%94Subsequent%20Events) This note discloses significant events occurring after the reporting period, including additional borrowings and advances - Subsequent to March 31, 2025, the Company borrowed an additional **$50,000** under the Convertible Note, increasing the total outstanding to **$841,667**, with proceeds contributed to the Trust Account to extend the Combination Period to May 29, 2025[128](index=128&type=chunk) - The Sponsor advanced an additional **$89,000** to the Company subsequent to March 31, 2025, increasing total advances outstanding to approximately **$1.2 million**[128](index=128&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of the company's financial condition, operational results, liquidity, and going concern [Overview](index=27&type=section&id=Overview) This section provides an overview of the company's blank check status, IPO, and business combination efforts - DMY Squared Technology Group, Inc. is a **blank check company** formed for the purpose of effecting a business combination, operating as an **emerging growth company**. It has not commenced operations as of March 31, 2025, and generates non-operating income from Trust Account proceeds[132](index=132&type=chunk)[133](index=133&type=chunk) - The Company's Initial Public Offering (IPO) on October 4, 2022, raised **$60.0 million** gross proceeds, supplemented by a partial over-allotment of **$3.2 million**. Private Placement Warrants generated approximately **$2.8 million** and **$45,000**, and Overfunding Loans from the Sponsor totaled **$947,850**, with approximately **$64.1 million** initially placed in the Trust Account[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) - Shareholders approved an extension of the business combination deadline to December 29, 2025, contingent on monthly Sponsor contributions. In connection with this, **3,980,414 Public Shares** were redeemed for approximately **$42.0 million** on January 4, 2024[141](index=141&type=chunk) - A non-binding letter of intent (LOI) for a business combination with Horizon Quantum Computing Pte. Ltd. was announced on February 26, 2025, valuing Horizon at a pre-money equity value of approximately **$500 million**[148](index=148&type=chunk) [Liquidity and Capital Resources; Going Concern Consideration](index=30&type=section&id=Liquidity%20and%20Capital%20Resources%3B%20Going%20Concern%20Consideration) This section discusses the company's liquidity, capital resources, and substantial doubt about its ability to continue as a going concern - As of March 31, 2025, the Company had minimal cash and a working capital deficit of approximately **$3.3 million**, raising **substantial doubt about its ability to continue as a going concern**[149](index=149&type=chunk)[152](index=152&type=chunk) - Liquidity needs are met through net proceeds held outside the Trust Account and advances from related parties, totaling approximately **$1.1 million** outstanding as of March 31, 2025, and increasing to **$1.2 million** post-March 31, 2025[150](index=150&type=chunk)[151](index=151&type=chunk) - The Convertible Note had an outstanding amount of **$791,667** as of March 31, 2025, increasing to **$841,667** post-March 31, 2025, with all proceeds contributed to the Trust Account for extensions[151](index=151&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, focusing on net loss and key expense drivers for the periods Net Loss and Key Expenses (Three Months Ended March 31) | Metric | 2025 | 2024 | | :------------------------------------------ | :------------- | :------------- | | Net loss | $(4,556,231) | $(168,454) | | General and administrative expenses | $492,000 | $377,000 | | Tax expenses | $37,000 | $137,000 | | Loss from change in fair value of derivative warrant liabilities | ~$4,300,000 | $0 | | Interest income from Trust Account | ~$264,000 | ~$346,000 | - The significant increase in net loss for the three months ended March 31, 2025, compared to the same period in 2024, was primarily driven by a **$4.3 million loss** from the change in fair value of derivative warrant liabilities[156](index=156&type=chunk) [Contractual Obligations](index=32&type=section&id=Contractual%20Obligations) This section details the company's contractual obligations, including administrative fees, deferred underwriting commissions, and loans - The Company has an Administrative Services Agreement to pay the Sponsor **$10,000 per month**, with **$30,000** recorded for each of the three months ended March 31, 2025 and 2024, and an outstanding balance of **$220,000** as of March 31, 2025[158](index=158&type=chunk) - Deferred underwriting commissions of **$2.1 million** (IPO) and **$112,000** (over-allotment) are payable to the underwriter from the Trust Account upon completion of a Business Combination[161](index=161&type=chunk)[162](index=162&type=chunk) - Overfunding Loans from the Sponsor total **$947,850**, deposited in the Trust Account, which are repayable or convertible into Class A Shares upon a Business Combination[163](index=163&type=chunk) - The Convertible Promissory Note, with an outstanding amount of **$791,667** as of March 31, 2025 (increasing to **$841,667** post-March 31, 2025), is repayable upon a Business Combination or liquidation, and up to **$1.5 million** may be converted into warrants[164](index=164&type=chunk)[165](index=165&type=chunk) [Critical Accounting Estimates](index=33&type=section&id=Critical%20Accounting%20Estimates) This section identifies the determination of fair value for derivative warrant liabilities as a critical accounting estimate - The determination of the **fair value of derivative warrant liabilities** is identified as a critical accounting estimate, subject to change based on available information[168](index=168&type=chunk) [Off-Balance Sheet Arrangements and Contractual Obligations](index=33&type=section&id=Off-Balance%20Sheet%20Arrangements%20and%20Contractual%20Obligations) This section confirms the absence of any off-balance sheet arrangements as of the reporting date - As of March 31, 2025, the Company did not have any **off-balance sheet arrangements**[169](index=169&type=chunk) [JOBS Act](index=34&type=section&id=JOBS%20Act) This section highlights the company's emerging growth company status under the JOBS Act and its reporting benefits - As an **\"emerging growth company\"** under the JOBS Act, the Company benefits from relaxed reporting requirements, including delaying the adoption of new accounting standards and exemptions from certain auditor attestation and executive compensation disclosures[170](index=170&type=chunk)[171](index=171&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, DMY Squared Technology Group, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The Company is a **smaller reporting company** and is not required to provide quantitative and qualitative disclosures about market risk[172](index=172&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) This section reports on the effectiveness of disclosure controls and internal control over financial reporting, noting a material weakness and ongoing remediation [Evaluation of Disclosure Controls and Procedures](index=34&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section states that disclosure controls were ineffective due to a material weakness in internal control over financial reporting - As of March 31, 2025, the Company's **disclosure controls and procedures were not effective** due to a **material weakness in internal control over financial reporting**, as initially disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[174](index=174&type=chunk) [Status Update](index=35&type=section&id=Status%20Update) This section outlines management's remediation plan for the identified material weakness in internal control - Management is implementing a remediation plan to address the material weakness, which includes increasing scrutiny over Trust Account balances, enhancing documentation, and improving communication. The material weakness will not be considered remediated until these controls operate effectively for a sufficient period and are tested[176](index=176&type=chunk)[177](index=177&type=chunk) [Changes in Internal Control over Financial Reporting](index=35&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section confirms no material changes in internal control over financial reporting, aside from remediation efforts - Except for the remediation efforts described, there were **no other changes in internal control over financial reporting** during the fiscal quarter ended March 31, 2025, that materially affected or are reasonably likely to materially affect it[178](index=178&type=chunk) PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings as of the date of this report - The Company is **not currently involved in any legal proceedings**[180](index=180&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) This section references previously disclosed risk factors, with an added discussion on international trade policy impacts - Risk factors are primarily those described in the Annual Report on Form 10-K filed April 3, 2025. No material changes except for an additional discussion on the potential adverse effects of changes in international trade policies, tariffs, and treaties on the Company's search for an initial Business Combination target[181](index=181&type=chunk)[182](index=182&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered equity sales, including Founder Shares and Private Placement Warrants, and the use of proceeds - The Sponsor purchased **2,875,000 Founder Shares** for **$25,000** on March 16, 2022, with subsequent forfeitures. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act[183](index=183&type=chunk) - The Initial Public Offering on October 4, 2022, generated net proceeds of **$59,135,000** from **6,000,000 units** at **$10.00 per unit**[184](index=184&type=chunk) - The Company completed an Initial Private Placement of **2,840,000 warrants** and an Additional Private Placement of **44,660 warrants** to the Sponsor at **$1.00 per warrant**, generating gross proceeds of **$2,840,000** and **$44,660**, respectively. Additionally, the Sponsor extended Overfunding Loans totaling **$947,850**. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act[185](index=185&type=chunk) - Approximately **$64.1 million** from the IPO, Private Placement, and Overfunding Loans was placed in the Trust Account[186](index=186&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - The Company has **not defaulted upon any senior securities**[187](index=187&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine safety disclosures are **not applicable** to the Company[187](index=187&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The Company reported no other information required under this item - No other information is reported under this item[188](index=188&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including certifications and Inline XBRL documents - The exhibits include certifications (31.1, 32.1), Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE), and the Cover Page Interactive Data File (104)[190](index=190&type=chunk) - Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 are furnished, not filed, and are not deemed incorporated by reference unless expressly stated[191](index=191&type=chunk) [SIGNATURE](index=39&type=section&id=SIGNATURE) This section contains the signature of Harry L. You, certifying the report on behalf of DMY Squared Technology Group, Inc - The report is signed by Harry L. You, Chairman, Chief Executive Officer, Chief Financial Officer, and Director, on May 15, 2025[195](index=195&type=chunk)

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 Massachusetts 88-0748933 (State or Other Jurisdiction of Incorporation or Organization) 80 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144 (Address of Principal Executive Offices) (Zip Code) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECU ...

Financial Position - As of September 30, 2024, the company had approximately $385,000 in cash and a working capital deficit of approximately $2.2 million[120]. - The company has significant doubt about its ability to continue as a going concern if a Business Combination does not occur[124]. Initial Public Offering - The company generated gross proceeds of $60.0 million from its Initial Public Offering, incurring offering costs of approximately $3.7 million[107]. - The company has broad discretion regarding the application of net proceeds from the Initial Public Offering and Private Placement Warrants[112]. - The underwriter received an underwriting discount of approximately $0.8 million and an additional deferred fee of $2.1 million, contingent upon the completion of a Business Combination[135]. Trust Account and Investments - The company placed approximately $64.1 million in the Trust Account, invested in U.S. government securities[111]. - The company must complete one or more initial Business Combinations with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[112]. Business Combination and Financing - The company issued a Convertible Note with a principal amount of up to $1.75 million to finance transaction costs related to a Business Combination[123]. - The company has extended its liquidation date to November 29, 2024, drawing down $541,667 from the Convertible Note for this purpose[118]. - The company issued a Convertible Note with a principal amount of up to $1.75 million, which may be converted into warrants at a price of $1.00 per warrant upon the consummation of the initial Business Combination[138]. - The company borrowed $491,667 under a Convertible Note through September 2024, with an additional $50,000 borrowed in October 2024, totaling $541,667[139]. Financial Performance - For the three months ended September 30, 2024, the company reported a net income of approximately $146,000, driven by a gain of approximately $242,000 from changes in fair value of derivative warrant liabilities and approximately $335,000 in interest income[128]. - For the nine months ended September 30, 2024, the company experienced a net loss of approximately $344,000, with general and administrative expenses totaling approximately $793,000 and tax expenses of approximately $798,000, partially offset by approximately $1.0 million in interest income[129]. - For the three months ended September 30, 2023, the company reported a net loss of approximately $73,000, with general and administrative expenses of approximately $241,000 and tax expenses of approximately $161,000, offset by approximately $873,000 in interest income[130]. - For the nine months ended September 30, 2023, the company achieved a net income of approximately $1.6 million, supported by approximately $2.2 million in interest income and approximately $967,000 from changes in fair value of derivative warrant liabilities[131]. Administrative Expenses - The company has incurred approximately $30,000 in administrative expenses paid to the Sponsor for both the three and nine months ended September 30, 2024, and September 30, 2023[132]. - The company has an outstanding balance of $160,000 and $70,000 in accrued expenses related to administrative fees as of September 30, 2024, and December 31, 2023, respectively[132]. Derivative Liabilities - The company has recorded non-cash gains and losses related to changes in the fair value measurement of derivative liabilities at each reporting period[126].

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) Presents unaudited condensed financial statements and notes covering organization, accounting policies, related parties, commitments, and fair value [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20June%2030,%202024%20(unaudited)%20and%20December%2031,%202023) Balance Sheet Data | Metric | June 30, 2024 (unaudited) ($) | December 31, 2023 ($) | |:---|:---|:---| | **Assets:** ||| | Cash | $405,955 | $9 | | Prepaid expenses | $94,375 | $155,625 | | **Total current assets** | **$500,330** | **$155,634** | | **Investments held in Trust Account** | **$24,663,767** | **$67,545,266** | | **Total Assets** | **$25,164,097** | **$67,700,900** | | **Liabilities:** ||| | Accounts payable | $322,136 | $505,955 | | Accrued expenses | $693,285 | $577,446 | | Convertible note—related parties | $341,667 | — | | Advances from related parties | $215,566 | $185,121 | | Corporate tax payable | $267,470 | $374,267 | | Income tax payable | $286,840 | $511,031 | | **Total current liabilities** | **$2,126,964** | **$2,153,820** | | Overfunding loans | $947,850 | $947,850 | | **Derivative warrant liabilities** | **$906,630** | **$906,630** | | Deferred underwriting commissions | $2,211,650 | $2,211,650 | | **Total Liabilities** | **$6,193,094** | **$6,219,950** | | **Shareholders' Deficit:** ||| | Class B common stock | $158 | $158 | | **Accumulated deficit** | **$(5,038,612)** | **$(5,079,176)** | | **Total shareholders' deficit** | **$(5,038,454)** | **$(5,079,018)** | | **Total Liabilities and Shareholders' Deficit** | **$25,164,097** | **$67,700,900** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030,%202024%20and%202023) Statements of Operations Data | Metric | Three Months Ended June 30, 2024 ($) | Three Months Ended June 30, 2023 ($) | Six Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2023 ($) | |:---|:---|:---|:---|:---|\n| General and administrative expenses | $230,197 | $211,272 | $607,780 | $741,507 | | Corporate tax expenses | $182,903 | $40,537 | $267,211 | $120,220 | | **Loss from operations** | **$(413,100)** | **$(251,809)** | **$(874,991)** | **$(861,727)** | | Interest income on operating account | $156 | $8 | $247 | $43 | | Investment income from Trust Account | $323,704 | $668,589 | $669,921 | $1,352,799 | | **Change in fair value of derivative warrant liabilities** | **—** | **$906,620** | **—** | **$1,511,040** | | Total other income | $323,860 | $1,575,217 | $670,168 | $2,863,882 | | Net income (loss) before provision for income taxes | $(89,240) | $1,323,408 | $(204,823) | $2,002,155 | | Provision for income taxes | $231,821 | $132,080 | $284,692 | $283,835 | | **Net income (loss)** | **$(321,061)** | **$1,191,328** | **$(489,515)** | **$1,718,320** | | **Basic and diluted net income (loss) per share, Class A common stock** | **$(0.08)** | **$0.15** | **$(0.12)** | **$0.22** | | **Basic and diluted net income (loss) per share, Class B common stock** | **$(0.08)** | **$0.15** | **$(0.12)** | **$0.22** | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030,%202024%20and%202023) Shareholders' Deficit Data | Metric | December 31, 2023 ($) | March 31, 2024 (unaudited) ($) | June 30, 2024 (unaudited) ($) | |:---|:---|:---|:---|\n| **Total Shareholders' Deficit** | **$(5,079,018)** | **$(4,794,640)** | **$(5,038,454)** | | Increase in redemption value of Class A common stock due to extension | $(191,667) (Q1) | $(150,000) (Q2) | | | Remeasurement for Class A common stock subject to redemption | $644,499 (Q1) | $227,247 (Q2) | | | **Net loss** | **$(168,454)** (Q1) | **$(321,061)** (Q2) | | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030,%202024%20and%202023) Cash Flow Data | Cash Flow Activity | Six Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2023 ($) | |:---|:---|:---|\n| **Net cash used in operating activities** | **$(1,299,267)** | **$(600,345)** | | **Net cash provided by investing activities** | **$43,551,420** | **$304,000** | | **Net cash (used in) provided by financing activities** | **$(41,846,207)** | **$57,812** | | **Net change in cash** | **$405,946** | **$(238,533)** | | Cash - Beginning of the period | $9 | $238,539 | | **Cash - End of the period** | **$405,955** | **$6** | | Supplemental disclosure of noncash activities: Accounts payable paid by related parties | $6,000 | $34,320 | | Supplemental cash flow information: Cash paid for income taxes | $508,883 | $109,000 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [Note 1—Description of Organization and Business Operations](index=8&type=section&id=Note%201%E2%80%94Description%20of%20Organization%20and%20Business%20Operations) DMY Squared Technology Group, Inc. is a blank check company formed for a business combination, operating as an emerging growth company - The Company is a blank check company formed to effect a business combination, and as of June 30, 2024, had not commenced any operations, generating non-operating income from its Trust Account[12](index=12&type=chunk)[13](index=13&type=chunk) - The Company's shareholders approved an amendment to extend the Business Combination period up to December 29, 2025, requiring monthly contributions from the Sponsor, which led to the **redemption of 3,980,414 Public Shares (approximately $42 million)** on January 4, 2024[22](index=22&type=chunk) - Management has determined that the Company's **liquidity condition**, **mandatory liquidation risk** if a Business Combination does not occur, and potential subsequent dissolution raise **substantial doubt about its ability to continue as a going concern**[27](index=27&type=chunk)[30](index=30&type=chunk) [Note 2—Summary of Significant Accounting Policies](index=13&type=section&id=Note%202%E2%80%94Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's accounting practices, including its basis of presentation under GAAP for interim financial information, its status as an emerging growth company electing to delay new accounting standards, and policies for cash, credit risk, investments in the Trust Account, fair value measurements, warrant liabilities, and the convertible note - The Company is an '**emerging growth company**' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, allowing it to adopt standards at the same time as private companies[37](index=37&type=chunk)[38](index=38&type=chunk) - **Investments held in the Trust Account** are comprised of U.S. government securities or money market funds, classified as trading securities or recognized at **fair value**, with gains/losses included in interest income[41](index=41&type=chunk) - **Public Warrants** and **Private Placement Warrants** are recognized as **derivative liabilities** at **fair value**, subject to re-measurement each reporting period, with changes recognized in the statements of operations[45](index=45&type=chunk) - **Public Shares** with **redemption** features are classified outside of permanent equity in accordance with ASC 480, with changes in carrying value impacting additional paid-in capital and **accumulated deficit**[49](index=49&type=chunk) - The Company adopted ASU 2022-03 effective January 1, 2024, which clarifies **fair value measurement** of equity securities subject to contractual sale restrictions, with **no material impact** on its financial statements[57](index=57&type=chunk) [Note 3—Initial Public Offering](index=17&type=section&id=Note%203%E2%80%94Initial%20Public%20Offering) This note details the Initial Public Offering (IPO) completed on October 4, 2022, including the number of units sold, gross proceeds, and associated offering costs - The Company consummated its Initial Public Offering on October 4, 2022, selling 6,000,000 units at **$10.00** per unit, generating **$60.0 million** in **gross proceeds**[58](index=58&type=chunk) - **Offering costs** totaled **approximately $3.7 million**, including **$2.1 million** for **deferred underwriting commissions**[58](index=58&type=chunk) - The underwriter partially exercised its over-allotment option, purchasing an additional 319,000 units for **approximately $3.2 million**[58](index=58&type=chunk) [Note 4—Related Party Transactions](index=17&type=section&id=Note%204%E2%80%94Related%20Party%20Transactions) This note describes various transactions with related parties, including the issuance and forfeiture of Founder Shares, the sale of Private Placement Warrants to the Sponsor, and several loan arrangements - The Sponsor purchased 2,875,000 Founder Shares for **$25,000**, subsequently forfeiting 1,295,000 shares, resulting in **1,579,750 Founder Shares outstanding** as of June 30, 2024[59](index=59&type=chunk) - The Company consummated the Private Placement of **2,884,660 warrants** to the Sponsor at **$1.00** per warrant, generating **approximately $2.8 million in proceeds**[61](index=61&type=chunk) - The Sponsor extended **Overfunding Loans totaling $947,850** to be deposited in the Trust Account, repayable or convertible into **Class A Shares** upon Business Combination[66](index=66&type=chunk) - A **Convertible Promissory Note for up to $1.75 million** was issued to an affiliate of the Sponsor, with **$341,667 borrowed** from January to June 2024 and an **additional $50,000 in July 2024**, all contributed to the Trust Account for extensions[67](index=67&type=chunk)[68](index=68&type=chunk) - The Company pays the Sponsor **$10,000 per month for administrative services**, with an **outstanding balance of $130,000** as of June 30, 2024[69](index=69&type=chunk) [Note 5—Commitments and Contingencies](index=19&type=section&id=Note%205%E2%80%94Commitments%20and%20Contingencies) This note details the company's commitments, including registration rights granted to holders of Founder Shares, Private Placement Warrants, and other convertible securities - Holders of Founder Shares, Private Placement Warrants, and warrants from working capital loans/contributions are entitled to **registration rights**, with the Company bearing filing expenses[71](index=71&type=chunk) - The underwriter received an upfront discount of **approximately $0.8 million** and is entitled to an additional **deferred underwriting commission of $2.1 million**, payable from the Trust Account only upon completion of a Business Combination[73](index=73&type=chunk) [Note 6—Derivative Warrant Liabilities](index=20&type=section&id=Note%206%E2%80%94Derivative%20Warrant%20Liabilities) This note provides details on the 6,044,160 outstanding Public and Private Placement Warrants, including their exercisability conditions, exercise price ($11.50 per share), and potential adjustments - As of June 30, 2024, the Company had **6,044,160 warrants outstanding**, comprising **3,159,500 Public Warrants** and **2,884,660 Private Placement Warrants**[74](index=74&type=chunk) - **Public Warrants** become exercisable on the later of 30 days after a Business Combination or 12 months from the IPO closing, provided an effective registration statement is in place[74](index=74&type=chunk) - The Company may redeem **Public Warrants** for **$0.01** per warrant if the **Public Share closing price equals or exceeds $18.00** for 20 trading days within a 30-day period[78](index=78&type=chunk) - The Company may also redeem **Public Warrants** for **$0.10** per warrant (with cashless exercise option) if the **Public Share closing price equals or exceeds $10.00** for 20 trading days within a 30-day period[79](index=79&type=chunk) [Note 7—Shareholders' Deficit](index=21&type=section&id=Note%207%E2%80%94Shareholders'%20Deficit) This note details the company's authorized and outstanding share capital, including Preferred Stock (none issued), Class A Common Stock (2,338,586 shares outstanding and subject to redemption as of June 30, 2024), and Class B Common Stock (1,579,750 shares outstanding) - As of June 30, 2024, there were **2,338,586 Class A Shares issued and outstanding**, all subject to possible **redemption** and classified outside of permanent equity[82](index=82&type=chunk) - As of June 30, 2024, there were **1,579,750 Class B Shares issued and outstanding**, which have the right to elect all directors prior to a Business Combination and can convert into **Class A Shares** on a one-for-one basis[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk) [Note 8—Fair Value Measurements](index=22&type=section&id=Note%208%E2%80%94Fair%20Value%20Measurements) This note provides a breakdown of the company's financial liabilities measured at fair value, categorized by the three-tier fair value hierarchy (Level 1, 2, and 3) Fair Value Measurements Summary | Description | Level 1 (June 30, 2024) ($) | Level 2 (June 30, 2024) ($) | Level 3 (June 30, 2024) ($) | |:---|:---|:---|:---|\n| **Investments held in Trust Account** - U.S. Treasury Securities | **$24,663,767** | — | — | | **Derivative warrant liabilities** - Public Warrants | — | **$473,930** | — | | **Derivative warrant liabilities** - Private Warrants | — | — | **$432,700** | Fair Value Measurements Summary | Description | Level 1 (December 31, 2023) ($) | Level 2 (December 31, 2023) ($) | Level 3 (December 31, 2023) ($) | |:---|:---|:---|:---|\n| **Investments held in Trust Account** - U.S. Treasury Securities | **$67,545,266** | — | — | | **Derivative warrant liabilities** - Public Warrants | — | **$473,930** | — | | **Derivative warrant liabilities** - Private Warrants | — | — | **$432,700** | - The **fair value measurement** for **Public Warrants** was transferred to **Level 2** as of June 30, 2024, due to low trading volume, while **Private Placement Warrants** are valued using a Monte Carlo simulation method with **Level 3 inputs**[88](index=88&type=chunk)[89](index=89&type=chunk) Level 3 Fair Value Inputs | Level 3 Fair Value Inputs | June 30, 2024 | December 31, 2023 | |:---|:---|:---|\n| Exercise price | $11.50 | $11.50 | | Stock price | $10.72 | $10.60 | | Volatility | 5.4% | 5.1% | | Risk-free rate | 4.24% | 3.77% | | Dividend yield | 0.0% | 0.0% | [Note 9— Subsequent Events](index=24&type=section&id=Note%209%E2%80%94%20Subsequent%20Events) This note discloses events occurring after June 30, 2024, including additional borrowings from related parties and a further draw on the Convertible Note - Subsequent to June 30, 2024, the Company borrowed an **additional $6,000** from related parties, increasing the **total outstanding advances to approximately $221,000**[92](index=92&type=chunk) - An **additional $50,000** was borrowed in July 2024 under the **Convertible Note**, increasing the **total outstanding to $391,667**, with all proceeds contributed to the Trust Account to extend the Combination Period to August 29, 2024[92](index=92&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, operational results, and outlook, covering IPO, liquidity, going concern, risks, and accounting policies [Cautionary Note Regarding Forward-Looking Statements](index=25&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) - The report includes forward-looking statements based on current expectations, which are subject to known and unknown risks, uncertainties, and assumptions that may cause actual results to differ materially[93](index=93&type=chunk) - Readers are advised to refer to 'Item 1A. Risk Factors' in the Annual Report on Form 10-K for the year ended December 31, 2023, for important factors that could cause actual results to differ[93](index=93&type=chunk) [Overview](index=25&type=section&id=Overview) - The Company is a blank check company with no operations as of June 30, 2024, focused on identifying a business combination, and generates non-operating income from its Trust Account[94](index=94&type=chunk) - The Initial Public Offering generated **$60.0 million**, with **approximately $64.1 million placed in the Trust Account**, invested in U.S. government securities or money market funds[95](index=95&type=chunk)[99](index=99&type=chunk) - Shareholders approved an extension of the Business Combination period until December 29, 2025, requiring monthly contributions from the Sponsor and resulting in **approximately $42.0 million in Public Share redemptions** on January 4, 2024[102](index=102&type=chunk) - A **convertible promissory note for up to $1.75 million** was issued to an affiliate of the Sponsor to fund extensions, with **$391,667 drawn** and deposited into the Trust Account as of July 2024[105](index=105&type=chunk)[106](index=106&type=chunk) [Liquidity and Capital Resources; Going Concern Consideration](index=27&type=section&id=Liquidity%20and%20Capital%20Resources;%20Going%20Concern%20Consideration) - As of June 30, 2024, the Company had **approximately $406,000 in cash** and a **working capital deficit of approximately $1.6 million**[108](index=108&type=chunk) - **Liquidity** needs have been met through net proceeds from the IPO and Private Placement held outside the Trust Account, and advances from related parties (**approximately $216,000 outstanding** as of June 30, 2024, increasing to **$222,000 post-period**)[109](index=109&type=chunk) - Management has determined that the Company's **liquidity condition**, **mandatory liquidation risk**, and potential dissolution raise **substantial doubt about its ability to continue as a going concern**[112](index=112&type=chunk) [Risks and Uncertainties](index=28&type=section&id=Risks%20and%20Uncertainties) - United States and global markets are experiencing volatility and disruption due to geopolitical instability from the Russia-Ukraine and Israel-Hamas conflicts[113](index=113&type=chunk) - These factors could adversely affect the Company's search for an initial Business Combination and any target business[114](index=114&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Statements of Operations Data | Metric | Three Months Ended June 30, 2024 ($) | Three Months Ended June 30, 2023 ($) | Six Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2023 ($) | |:---|:---|:---|:---|:---|\n| **Net income (loss)** | **$(321,000)** | **$1.2 million** | **$(490,000)** | **$1.7 million** | | General and administrative expenses | $230,000 | $211,000 | $608,000 | $742,000 | | Tax expenses | $415,000 | $172,000 | $937,000 | $404,000 | | Interest income from operating account and Trust Account | $324,000 | $669,000 | $670,000 | $1.4 million | | **Change in fair value of derivative warrant liabilities** | **—** | **$907,000** | **—** | **$1.5 million** | [Contractual Obligations](index=29&type=section&id=Contractual%20Obligations) - The Company pays its Sponsor **$10,000 per month for administrative services**, with an **outstanding balance of $130,000** as of June 30, 2024[120](index=120&type=chunk) - **Deferred underwriting commissions of $2.1 million** are payable to the underwriter from the Trust Account only upon completion of a Business Combination[124](index=124&type=chunk) - **Overfunding Loans totaling $947,850** from the Sponsor are repayable or convertible into **Class A Shares** upon a Business Combination[125](index=125&type=chunk) - A **Convertible Note** with a principal amount up to **$1.75 million** was issued to an affiliate of the Sponsor, with **$391,667 outstanding** as of July 2024, used for Trust Account contributions to extend the Combination Period[126](index=126&type=chunk)[127](index=127&type=chunk) [Critical Accounting Policies](index=31&type=section&id=Critical%20Accounting%20Policies) - **Warrant liabilities** for **Public** and **Private Placement Warrants** are recognized as **derivative liabilities** at **fair value**, with changes recognized in the statements of operations[129](index=129&type=chunk) - **Fair value** is measured using models like Black-Scholes and Monte Carlo simulation, with inputs such as expected stock-price volatility, expected life, risk-free interest rate, and dividend yield[129](index=129&type=chunk) [Off-Balance Sheet Arrangements and Contractual Obligations](index=31&type=section&id=Off-Balance%20Sheet%20Arrangements%20and%20Contractual%20Obligations) - As of June 30, 2024, the Company did not have any off-balance sheet arrangements or additional contractual obligations[130](index=130&type=chunk) [JOBS Act](index=31&type=section&id=JOBS%20Act) - The Company qualifies as an '**emerging growth company**' under the JOBS Act and has elected to delay the adoption of new or revised accounting standards, potentially making its financial statements not comparable to non-emerging growth companies[131](index=131&type=chunk) - As an **emerging growth company**, the Company is exempt from certain reporting requirements, including auditor's attestation reports on internal controls, full executive compensation disclosure, and PCAOB rules on audit firm rotation[132](index=132&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, DMY Squared Technology Group, Inc. is exempt from providing quantitative and qualitative disclosures about market risk - The Company is a **smaller reporting company** and is not required to provide quantitative and qualitative disclosures about market risk[134](index=134&type=chunk) [Item 4. Disclosure Controls and Procedures](index=32&type=section&id=Item%204.%20Disclosure%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2024, with no material changes in internal control - The Company's Chief Executive Officer and Chief Financial Officer concluded that **disclosure controls and procedures were effective** as of June 30, 2024[136](index=136&type=chunk) - There were **no material changes in internal control over financial reporting** during the fiscal quarter ended June 30, 2024[137](index=137&type=chunk) [PART II. OTHER INFORMATION](index=32&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - There are **no legal proceedings** to report[138](index=138&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) The company refers to its Annual Report on Form 10-K for a comprehensive list of risk factors and states that there have been no material changes to these factors since December 31, 2023 - Factors that could cause actual results to differ materially are described in the Annual Report on Form 10-K filed on April 1, 2024[139](index=139&type=chunk) - As of the date of this report, there have been **no material changes to the risk factors** disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023[139](index=139&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered sales of Founder Shares and Private Placement Warrants, including their issuance, subsequent forfeitures, and the proceeds generated - The Company issued 2,875,000 Founder Shares to its Sponsor for **$25,000**, with subsequent forfeitures reducing the **outstanding amount**[140](index=140&type=chunk) - The Company completed an Initial Private Placement of 2,840,000 warrants and an Additional Private Placement of 44,660 warrants to its Sponsor, generating **gross proceeds of approximately $2.88 million**[143](index=143&type=chunk) - The Sponsor extended **Overfunding Loans totaling $947,850**, which were deposited into the Trust Account[143](index=143&type=chunk) - **Approximately $64.1 million of net proceeds** from the IPO, Private Placement, and **Overfunding Loans** were placed in the Trust Account[144](index=144&type=chunk) [Item 3. Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There are **no defaults upon senior securities**[144](index=144&type=chunk) [Item 4. Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is **not applicable** to the Company[144](index=144&type=chunk) [Item 5. Other Information](index=33&type=section&id=Item%205.%20Other%20Information) The company reports no other information - There is **no other information to report**[144](index=144&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including Inline XBRL documents and certifications from the Principal Executive Officer and Principal Financial Officer - The exhibits include Inline XBRL Instance, Schema, Calculation, Definition, Label, and Presentation Linkbase Documents[145](index=145&type=chunk)[146](index=146&type=chunk) - Certifications of the Principal Executive Officer and Principal Financial Officer are furnished pursuant to Rule 13a-14(a) and 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002[145](index=145&type=chunk) [SIGNATURES](index=35&type=section&id=SIGNATURES) The report is duly signed on behalf of DMY Squared Technology Group, Inc. by its Chief Executive Officer, Niccolo de Masi, and Chief Financial Officer, Harry L. You, as of August 14, 2024 - The report is signed by Niccolo de Masi, Chief Executive Officer, and Harry L. You, Chief Financial Officer, on August 14, 2024[149](index=149&type=chunk)

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed financial statements and management's discussion of financial condition and operations [Item 1. Unaudited Condensed Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Financial%20Statements) This section presents DMY Squared Technology Group's unaudited condensed financial statements and notes, detailing its financial position and accounting policies [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20March%2031%2C%202024%20%28unaudited%29%20and%20December%2031%2C%202023) This section provides the unaudited condensed balance sheets, detailing assets, liabilities, and shareholders' deficit as of March 31, 2024, and December 31, 2023 | Metric | March 31, 2024 (unaudited) | December 31, 2023 | | :-------------------------------- | :------------------------- | :------------------ | | **Assets:** | | | | Cash | $626,136 | $9 | | Total current assets | $729,886 | $155,634 | | Investments held in Trust Account | $25,209,181 | $67,545,266 | | Total Assets | $25,939,067 | $67,700,900 | | **Liabilities and Shareholders' Deficit:** | | | | Total current liabilities | $2,580,873 | $2,153,820 | | Total Liabilities | $6,647,003 | $6,219,950 | | Total shareholders' deficit | $(4,794,640) | $(5,079,018) | - Cash significantly increased from **$9** at December 31, 2023, to **$626,136** at March 31, 2024[9](index=9&type=chunk) - Investments held in the Trust Account decreased substantially from **$67.5 million** to **$25.2 million**, primarily due to redemptions[9](index=9&type=chunk) - Total Assets decreased from **$67.7 million** to **$25.9 million**[9](index=9&type=chunk) - Total current liabilities increased from **$2.15 million** to **$2.58 million**[9](index=9&type=chunk) - Shareholders' Deficit improved from **$(5,079,018)** to **$(4,794,640)**[9](index=9&type=chunk) [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202024%20and%20March%2031%2C%202023) This section presents the unaudited condensed statements of operations for the three months ended March 31, 2024, and March 31, 2023, detailing revenues, expenses, and net income or loss | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | General and administrative expenses | $377,583 | $530,235 | | Corporate tax expenses | $84,308 | $79,683 | | Loss from operations | $(461,891) | $(609,918) | | Investment income from Trust Account | $346,217 | $684,210 | | Change in fair value of derivative warrant liabilities | $0 | $604,420 | | Net income (loss) | $(168,454) | $526,992 | | Basic and diluted net income (loss) per share, Class A common stock | $(0.04) | $0.07 | - The company reported a net loss of **$(168,454)** for Q1 2024, a significant decrease from a net income of **$526,992** in Q1 2023[12](index=12&type=chunk) - General and administrative expenses decreased from **$530,235** in Q1 2023 to **$377,583** in Q1 2024[12](index=12&type=chunk) - Investment income from the Trust Account decreased from **$684,210** in Q1 2023 to **$346,217** in Q1 2024[12](index=12&type=chunk) - The change in fair value of derivative warrant liabilities was **$0** in Q1 2024, compared to a gain of **$604,420** in Q1 2023[12](index=12&type=chunk) [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202024%20and%20March%2031%2C%202023) This section outlines changes in shareholders' deficit for the three months ended March 31, 2024, and March 31, 2023, including net loss and redemption impacts | Metric | December 31, 2023 | March 31, 2024 (unaudited) | | :---------------------------------------------------------------- | :------------------ | :------------------------- | | Balance—December 31, 2023 | $(5,079,018) | N/A | | Increase in redemption value of Class A common stock due to extension | $(191,667) | N/A | | Remeasurement for Class A common stock subject to possible redemption | $644,499 | N/A | | Net loss | $(168,454) | N/A | | Balance—March 31, 2024 (unaudited) | N/A | $(4,794,640) | - Total shareholders' deficit improved from **$(5,079,018)** at December 31, 2023, to **$(4,794,640)** at March 31, 2024[14](index=14&type=chunk) - The increase in redemption value of Class A common stock due to extension was **$(191,667)**, while remeasurement for Class A common stock subject to possible redemption resulted in a gain of **$644,499**[14](index=14&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202024%20and%20March%2031%2C%202023) This section details cash flows from operating, investing, and financing activities for the three months ended March 31, 2024, and March 31, 2023 | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(59,968) | $(237,323) | | Net cash provided by investing activities | $42,682,302 | $0 | | Net cash used in financing activities | $(41,996,207) | $0 | | Net change in cash | $626,127 | $(237,323) | | Cash—End of the period | $626,136 | $1,216 | - Net cash used in operating activities decreased from **$(237,323)** in Q1 2023 to **$(59,968)** in Q1 2024[17](index=17&type=chunk) - Net cash provided by investing activities was **$42,682,302** in Q1 2024, primarily due to withdrawals from the Trust Account for redemptions and taxes[17](index=17&type=chunk) - Net cash used in financing activities was **$(41,996,207)** in Q1 2024, mainly due to the redemption of Class A common stock[17](index=17&type=chunk) - Cash at the end of the period increased significantly to **$626,136** in Q1 2024 from **$1,216** in Q1 2023[17](index=17&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed notes explaining the company's organization, significant accounting policies, related party transactions, and other financial instruments [Note 1—Description of Organization and Business Operations](index=8&type=section&id=Note%201%E2%80%94Description%20of%20Organization%20and%20Business%20Operations) This note describes DMY Squared Technology Group, Inc.'s formation as a blank check company, its IPO, Trust Account, and going concern risks - DMY Squared Technology Group, Inc. is a blank check company formed for a business combination, operating as an emerging growth company[20](index=20&type=chunk) - The company has not commenced operations and generates non-operating income from interest on IPO proceeds held in a Trust Account[21](index=21&type=chunk) - The Initial Public Offering (IPO) in October 2022 raised **$60.0 million** from **6,000,000 units** at **$10.00 per unit**, with an additional **$3.2 million** from a partial over-allotment[22](index=22&type=chunk) - Simultaneously, a private placement of **2,840,000 warrants** generated **$2.8 million**, with an additional **$45,000** from over-allotment warrants[23](index=23&type=chunk) - Approximately **$64.1 million** from IPO, private placement, and overfunding loans was placed in a Trust Account, invested in U.S. government securities[25](index=25&type=chunk) - Shareholders approved an extension of the business combination period up to **December 29, 2025**, requiring the Sponsor to deposit **$41,667** initially and **$50,000** for each subsequent monthly extension[35](index=35&type=chunk) - In connection with the extension, **3,980,414 Public Shares** were redeemed for approximately **$42 million** on January 4, 2024[35](index=35&type=chunk) - A convertible promissory note up to **$1.75 million** was issued to an affiliate of the Sponsor to fund extensions and working capital, with **$241,667** drawn and deposited into the Trust Account as of April 2024[37](index=37&type=chunk)[38](index=38&type=chunk)[44](index=44&type=chunk) - Management's assessment indicates substantial doubt about the company's ability to continue as a going concern due to liquidity conditions and mandatory liquidation if a business combination is not completed[47](index=47&type=chunk) - The company acknowledges risks from geopolitical conflicts (Russia-Ukraine, Israel-Hamas) and the potential impact of the Inflation Reduction Act's **1% excise tax** on stock repurchases/redemptions[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) [Note 2—Summary of Significant Accounting Policies](index=13&type=section&id=Note%202%E2%80%94Summary%20of%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies, including fair value measurements, warrant accounting, and revenue recognition, applied in the financial statements - The financial statements are prepared in accordance with GAAP for interim information, with certain disclosures condensed or omitted[54](index=54&type=chunk) - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[56](index=56&type=chunk)[57](index=57&type=chunk) - Investments held in the Trust Account are classified as trading securities or recognized at fair value (money market funds), with gains/losses included in interest income[61](index=61&type=chunk) - Warrants are recognized as derivative liabilities at fair value and re-measured each reporting period, with changes recognized in the statements of operations[64](index=64&type=chunk) - The fair value of Public Warrants is based on listed market price (Level 2), while Private Placement Warrants use a Monte Carlo simulation with Level 3 inputs[64](index=64&type=chunk)[124](index=124&type=chunk) - Public Shares subject to possible redemption are classified outside of permanent equity in accordance with ASC 480[71](index=71&type=chunk) - Net income (loss) per common share is calculated pro rata for Class A and Class B shares, excluding warrants due to anti-dilutive effect or contingency[74](index=74&type=chunk) - Deferred tax assets of approximately **$584,000** (March 31, 2024) and **$505,000** (December 31, 2023) are presented net of a full valuation allowance[76](index=76&type=chunk) - The company adopted ASU 2022-03 (Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions) effective **January 1, 2024**, with no material impact[81](index=81&type=chunk) [Note 3—Initial Public Offering](index=17&type=section&id=Note%203%E2%80%94Initial%20Public%20Offering) This note details the Initial Public Offering, including units issued, proceeds generated, and associated offering costs - The IPO on **October 4, 2022**, involved **6,000,000 units** at **$10.00 each**, generating **$60.0 million**, with offering costs of **$3.7 million**[82](index=82&type=chunk) - A partial over-allotment exercise on **October 11, 2022**, added **319,000 units**, generating **$3.2 million** and incurring **$156,000** in additional offering costs[82](index=82&type=chunk) - Each unit consists of one Public Share and one-half of one Public Warrant, exercisable at **$11.50 per share**[82](index=82&type=chunk) [Note 4—Related Party Transactions](index=17&type=section&id=Note%204%E2%80%94Related%20Party%20Transactions) This note describes transactions with related parties, including Founder Shares, Private Placement Warrants, Overfunding Loans, and administrative service fees - The Sponsor purchased **2,875,000 Founder Shares** for **$25,000**, which were subsequently adjusted to **1,579,750 shares** due to forfeitures related to the over-allotment option[83](index=83&type=chunk)[116](index=116&type=chunk) - Private Placement Warrants totaling **2,884,660** were sold to the Sponsor for approximately **$2.8 million**, with proceeds added to the Trust Account[87](index=87&type=chunk) - The Sponsor extended Overfunding Loans totaling **$947,850** to be deposited in the Trust Account, repayable or convertible into Class A Shares upon business combination[92](index=92&type=chunk)[165](index=165&type=chunk) - A convertible promissory note up to **$1.75 million** was issued to an affiliate of the Sponsor, with **$191,667** borrowed from January to March 2024 and an additional **$50,000** in April 2024, all contributed to the Trust Account for extensions[95](index=95&type=chunk)[96](index=96&type=chunk)[167](index=167&type=chunk) - The company pays the Sponsor **$10,000 per month** for administrative services, totaling **$30,000** for the three months ended March 31, 2024 and 2023[98](index=98&type=chunk)[160](index=160&type=chunk) - Outstanding advances from related parties were approximately **$173,000** as of March 31, 2024, increasing to **$178,000** by April 2024[91](index=91&type=chunk)[128](index=128&type=chunk)[149](index=149&type=chunk) [Note 5—Commitments and Contingencies](index=19&type=section&id=Note%205%E2%80%94Commitments%20and%20Contingencies) This note outlines the company's commitments and contingencies, including registration rights and deferred underwriting commissions - Holders of Founder Shares, Private Placement Warrants, and warrants from working capital loans/contributions are entitled to registration rights[100](index=100&type=chunk)[162](index=162&type=chunk) - The underwriter received an upfront discount of **$0.8 million** and is entitled to a deferred underwriting commission of **$2.1 million** (plus **$112,000** from over-allotment) payable only upon completion of a Business Combination[101](index=101&type=chunk)[103](index=103&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk) [Note 6—Derivative Warrant Liabilities](index=20&type=section&id=Note%206%E2%80%94Derivative%20Warrant%20Liabilities) This note details the outstanding derivative warrant liabilities, including Public and Private Placement Warrants, their exercise terms, and redemption conditions - As of March 31, 2024, there were **6,044,160 warrants** outstanding, comprising **3,159,500 Public Warrants** and **2,884,660 Private Placement Warrants**[104](index=104&type=chunk) - Public Warrants become exercisable **30 days** after a business combination or **12 months** from IPO closing, subject to an effective registration statement[104](index=104&type=chunk) - Warrants have an exercise price of **$11.50 per share** and expire **five years** after a business combination or earlier upon redemption/liquidation[105](index=105&type=chunk) - The company may redeem Public Warrants for **$0.01 per warrant** if the Public Share price equals or exceeds **$18.00** for **20 trading days** within a **30-day period**[109](index=109&type=chunk) - Alternatively, Public Warrants may be redeemed for **$0.10 per warrant** if the Public Share price equals or exceeds **$10.00**, with cashless exercise option[109](index=109&type=chunk) - Private Placement Warrants are non-transferable and non-redeemable (unless held by non-Sponsor transferees) as long as held by the Sponsor or permitted transferees[106](index=106&type=chunk) [Note 7—Shareholders' Deficit](index=21&type=section&id=Note%207%E2%80%94Shareholders%27%20Deficit) This note describes the components of shareholders' deficit, including authorized and outstanding shares, redemptions, and share conversions - The company is authorized to issue **1,000,000 shares** of preferred stock, but none were issued or outstanding as of March 31, 2024, and December 31, 2023[111](index=111&type=chunk) - As of March 31, 2024, **2,338,586 Class A Shares** were issued and outstanding, all subject to possible redemption, down from **6,319,000 shares** at December 31, 2023[112](index=112&type=chunk)[113](index=113&type=chunk) - A total of **3,980,414 Public Shares** were redeemed for approximately **$42 million** on January 4, 2024[113](index=113&type=chunk) - **1,579,750 Class B Shares** were issued and outstanding as of March 31, 2024, and December 31, 2023[116](index=116&type=chunk) - The Charter was amended to allow Class B Shares to convert into Class A Shares on a **one-for-one basis** at the holder's election[117](index=117&type=chunk) [Note 8—Fair Value Measurements](index=22&type=section&id=Note%208%E2%80%94Fair%20Value%20Measurements) This note provides fair value measurements for investments and derivative warrant liabilities, categorized by valuation input levels Fair Value Measurements as of March 31, 2024 | Description | March 31, 2024 (Level 1) | March 31, 2024 (Level 2) | March 31, 2024 (Level 3) | | :------------------------------------ | :----------------------- | :----------------------- | :----------------------- | | Investments held in Trust Account—U.S. Treasury Securities | $25,209,181 | $— | $— | | Derivative warrant liabilities—Public Warrants | $— | $473,930 | $— | | Derivative warrant liabilities—Private Warrants | $— | $— | $432,700 | Fair Value Measurements as of December 31, 2023 | Description | December 31, 2023 (Level 1) | December 31, 2023 (Level 2) | December 31, 2023 (Level 3) | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | | Investments held in Trust Account—U.S. Treasury Securities | $67,545,266 | $— | $— | | Derivative warrant liabilities—Public Warrants | $— | $473,930 | $— | | Derivative warrant liabilities—Private Warrants | $— | $— | $432,700 | - Public Warrants were transferred from Level 3 to Level 1 in December 2022, then to Level 2 as of March 31, 2024, and December 31, 2023, due to low trading volume[122](index=122&type=chunk) - Private Placement Warrants are valued using a Monte Carlo simulation method with Level 3 inputs, with a fair value of **$432,700** as of March 31, 2024, and December 31, 2023[124](index=124&type=chunk)[125](index=125&type=chunk) Level 3 Fair Value Measurement Inputs | Level 3 Fair Value Measurement Inputs | March 31, 2024 | December 31, 2023 | | :------------------------------------ | :------------- | :---------------- | | Exercise price | $11.50 | $11.50 | | Stock price | $10.63 | $10.60 | | Volatility | 7.0% | 5.1% | | Risk-free rate | 4.12% | 3.77% | | Dividend yield | 0.00% | 0.0% | [Note 9— Subsequent Events](index=24&type=section&id=Note%209%E2%80%94%20Subsequent%20Events) This note discloses significant events occurring after the balance sheet date, including additional borrowings and contributions to the Trust Account - Subsequent to March 31, 2024, the company borrowed an additional **$5,000** from related parties, increasing total advances to approximately **$178,000**[128](index=128&type=chunk) - An additional **$50,000** was borrowed under the Convertible Note in April 2024, increasing the total outstanding to **$241,667**, and contributed to the Trust Account for extensions[128](index=128&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operational results, covering liquidity, share redemptions, and geopolitical and regulatory risks - The company is a blank check company with no operations, focused on identifying a business combination, and generates non-operating income from Trust Account investments[132](index=132&type=chunk)[133](index=133&type=chunk)[157](index=157&type=chunk) - Shareholders approved an extension of the business combination period up to **December 29, 2025**, requiring monthly contributions from the Sponsor to the Trust Account[141](index=141&type=chunk)[144](index=144&type=chunk) - In connection with the extension, **3,980,414 Public Shares** were redeemed on **January 4, 2024**, resulting in approximately **$40.4 million** paid out[142](index=142&type=chunk) - A convertible promissory note up to **$1.75 million** was issued to an affiliate of the Sponsor, with **$241,667** drawn and deposited into the Trust Account for extensions as of April 2024[144](index=144&type=chunk)[145](index=145&type=chunk)[150](index=150&type=chunk) - As of March 31, 2024, the company had **$626,000** in cash and a working capital deficit of approximately **$1.9 million**, raising substantial doubt about its ability to continue as a going concern[147](index=147&type=chunk)[151](index=151&type=chunk) - The company reported a net loss of approximately **$(168,000)** for the three months ended March 31, 2024, compared to a net income of **$527,000** for the same period in 2023[158](index=158&type=chunk)[159](index=159&type=chunk) - Geopolitical events (Russia-Ukraine, Israel-Hamas) and the Inflation Reduction Act's excise tax on stock repurchases pose risks, with their specific financial impact not yet determinable[152](index=152&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) - The company pays **$10,000 monthly** to its Sponsor for administrative services, totaling **$30,000** for Q1 2024 and Q1 2023[160](index=160&type=chunk) - The company qualifies as an 'emerging growth company' under the JOBS Act, allowing it to delay adoption of new accounting standards and benefit from reduced reporting requirements[172](index=172&type=chunk)[173](index=173&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, DMY Squared Technology Group, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[174](index=174&type=chunk) [Item 4. Disclosure Controls and Procedures](index=32&type=section&id=Item%204.%20Disclosure%20Controls%20and%20Procedures) Management evaluated the effectiveness of disclosure controls and procedures as of March 31, 2024, concluding they were effective with no material changes - The CEO and CFO concluded that disclosure controls and procedures were effective as of **March 31, 2024**[176](index=176&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter ended **March 31, 2024**[177](index=177&type=chunk) [PART II. OTHER INFORMATION](index=32&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides other required information, including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) This section confirms that there are no legal proceedings to report for the company - The company has no legal proceedings to report[178](index=178&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to the previously disclosed risk factors - No material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended **December 31, 2023**, as of the date of this report[179](index=179&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details unregistered equity sales, including Founder Shares and private placement warrants, and the use of IPO proceeds in the Trust Account - Founder Shares were initially issued to the Sponsor for **$25,000** and subsequently adjusted to **1,725,000 shares**, then **1,579,750 shares** due to forfeitures[180](index=180&type=chunk) - The Initial Public Offering on **October 4, 2022**, generated net proceeds of **$59,135,000** from **6,000,000 units** at **$10.00 per unit**[181](index=181&type=chunk) - A private placement of **2,840,000 warrants** generated **$2,840,000**, with an additional **44,660 warrants** generating **$44,660**[182](index=182&type=chunk) - Overfunding Loans totaling **$947,850** were extended by the Sponsor and deposited into the Trust Account[182](index=182&type=chunk) - Approximately **$64.1 million** from the IPO, private placement, and overfunding loans was placed in the Trust Account[183](index=183&type=chunk) [Item 3. Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms that there are no defaults upon senior securities to report - The company has no defaults upon senior securities[184](index=184&type=chunk) [Item 4. Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[185](index=185&type=chunk) [Item 5. Other Information](index=33&type=section&id=Item%205.%20Other%20Information) This section confirms that there is no other information to report - No other information is reported in this section[186](index=186&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q | Exhibit Number | Description | | :------------- | :---------- | | 3.1 | Amended and Restated Articles of Organization | | 3.2 | Certificate of Amendment to the Amended and Restated Articles of Organization | | 10.1 | Amendment to the Investment Management Trust Agreement | | 10.2 | Promissory Note, dated January 2, 2024, between dMY Squared Technology Group, Inc. and Harry L. You | | 31.1* | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) | | 31.2* | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) | | 32.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 | | 32.2** | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 | | 101.INS* | Inline XBRL Instance Document | | 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File | [SIGNATURES](index=35&type=section&id=SIGNATURES) This section contains the signatures of the principal executive and financial officers, certifying the report's accuracy - The report is signed by Niccolo de Masi, Chief Executive Officer, and Harry L. You, Chief Financial Officer, on **May 15, 2024**[193](index=193&type=chunk)[194](index=194&type=chunk)

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 Number: 001-41519 DMY SQUARED TECHNOLOGY GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Massachusetts 88 ...

PART I. FINANCIAL INFORMATION This section provides comprehensive financial data and disclosures for the reporting period [Item 1. Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents unaudited condensed financial statements and notes on the company's financial position and operations [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) | Metric | Sep 30, 2023 (unaudited) | Dec 31, 2022 | | :-------------------------- | :----------------------- | :------------- | | Total Assets | $66,941,260 | $65,507,954 | | Total Liabilities | $6,111,860 | $6,323,935 | | Shareholders' Deficit | $(5,092,433) | $(5,178,055) | | Investments held in Trust Account | $66,625,243 | $64,703,943 | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | Period from Feb 15, 2022 (inception) through Sep 30, 2022 | | :-------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :----------------------------------------------------------------------- | | General and administrative expenses | $240,703 | $2,914 | $982,210 | $43,914 | | Loss from operations | $(240,703) | $(2,914) | $(1,102,430) | $(43,914) | | Interest income from investments held in Trust Account | $872,501 | — | $2,225,300 | — | | Change in fair value of derivative warrant liabilities | $(543,980) | — | $967,060 | — | | Net income (loss) | $(72,939) | $(2,914) | $1,645,381 | $(43,914) | | Basic and diluted net income (loss) per share, Class A common stock | $(0.01) | — | $0.21 | — | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) | Metric | Balance—December 31, 2022 | Balance—September 30, 2023 (unaudited) | | :--------------------------------------- | :------------------------ | :--------------------------------------- | | Total Shareholders' Deficit | $(5,178,055) | $(5,092,433) | | Accretion for Class A common stock to redemption amount (9 months) | N/A | $(1,559,759) | | Net income (9 months) | N/A | $1,645,381 | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) | Metric | 9 Months Ended Sep 30, 2023 | Period from Feb 15, 2022 (inception) through Sep 30, 2022 | | :--------------------------------------- | :-------------------------- | :----------------------------------------------------------------------- | | Net income (loss) | $1,645,381 | $(43,914) | | Net cash (used in) provided by operating activities | $(600,342) | $4 | | Net cash provided by investing activities | $304,000 | — | | Net cash provided by financing activities | $57,812 | $40,439 | | Net change in cash | $(238,530) | $40,443 | | Cash—End of the period | $9 | $40,443 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [Note 1—Description of Organization and Business Operations](index=8&type=section&id=Note%201%E2%80%94Description%20of%20Organization%20and%20Business%20Operations) - dMY Squared Technology Group, Inc. is a blank check company (SPAC) formed for a business combination, with no operations commenced as of September 30, 2023[20](index=20&type=chunk)[21](index=21&type=chunk)[135](index=135&type=chunk) - The company raised approximately **$63.2 million** from its Initial Public Offering (IPO) and Partial Over-Allotment, with **$64.1 million** placed in a Trust Account[22](index=22&type=chunk)[25](index=25&type=chunk)[136](index=136&type=chunk) - Management has identified substantial doubt about the company's ability to continue as a going concern due to de minimis cash, a working capital deficit of approximately **$1.1 million**, and the mandatory liquidation if a business combination is not completed by **January 4, 2024** (or **July 4, 2024**, with extensions)[37](index=37&type=chunk)[39](index=39&type=chunk)[44](index=44&type=chunk) [Note 2—Summary of Significant Accounting Policies](index=12&type=section&id=Note%202%E2%80%94Summary%20of%20Significant%20Accounting%20Policies) - The company is an "emerging growth company" and has elected to use the extended transition period for complying with new or revised financial accounting standards, which may affect comparability[55](index=55&type=chunk)[56](index=56&type=chunk)[169](index=169&type=chunk) - Investments held in the Trust Account are classified as trading securities or money market funds and recognized at fair value, with gains and losses included in interest income[61](index=61&type=chunk) - Derivative warrant liabilities are recognized at fair value, with subsequent changes in fair value recognized in the condensed statements of operations each reporting period[66](index=66&type=chunk)[68](index=68&type=chunk) [Note 3—Initial Public Offering](index=17&type=section&id=Note%203%E2%80%94Initial%20Public%20Offering) | IPO Event | Date | Units/Warrants | Price per Unit/Warrant | Gross Proceeds | | :-------------------------- | :----------- | :------------- | :--------------------- | :------------- | | Initial Public Offering | Oct 4, 2022 | 6,000,000 units | $10.00 | $60.0 million | | Partial Over-Allotment | Oct 11, 2022 | 319,000 units | $10.00 | $3.2 million | - Each unit consists of one share of Class A common stock and one-half of one redeemable Public Warrant, exercisable at **$11.50** per share[89](index=89&type=chunk) [Note 4—Related Party Transactions](index=17&type=section&id=Note%204%E2%80%94Related%20Party%20Transactions) - The Sponsor initially purchased **2,875,000** Founder Shares for **$25,000**, which were subsequently adjusted to **1,579,750** shares outstanding as of September 30, 2023, due to surrenders and forfeitures[90](index=90&type=chunk)[118](index=118&type=chunk) - The Sponsor purchased **2,884,660** Private Placement Warrants for approximately **$2.8 million**, which are non-redeemable and exercisable on a cashless basis while held by the Sponsor[92](index=92&type=chunk)[95](index=95&type=chunk)[137](index=137&type=chunk) - The Sponsor provided Overfunding Loans totaling **$947,850**, deposited into the Trust Account, which will be repaid or converted into Class A common stock upon a business combination[24](index=24&type=chunk)[98](index=98&type=chunk)[139](index=139&type=chunk) - The company pays the Sponsor **$10,000** per month for office space, administrative and support services[103](index=103&type=chunk)[160](index=160&type=chunk) [Note 5—Commitments and Contingencies](index=19&type=section&id=Note%205%E2%80%94Commitments%20and%20Contingencies) - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans and Extension Loans are entitled to registration rights[105](index=105&type=chunk)[162](index=162&type=chunk) | Underwriting Fee Type | Amount | Payment Condition | | :-------------------- | :----- | :---------------- | | Initial Discount | $0.8 million | Upon IPO closing | | Deferred Commission | $2.1 million | Upon Business Combination completion | | Over-Allotment Fee | $45,000 | Upon Partial Over-Allotment closing | | Deferred Over-Allotment Commission | $112,000 | Upon Business Combination completion | [Note 6—Derivative Warrant Liabilities](index=20&type=section&id=Note%206%E2%80%94Derivative%20Warrant%20Liabilities) - The company has **6,044,160** warrants outstanding, comprising **3,159,500** Public Warrants and **2,884,660** Private Placement Warrants[109](index=109&type=chunk) - Warrants have an exercise price of **$11.50** per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation[110](index=110&type=chunk) - Public Warrants can be redeemed by the company if Class A common stock price reaches **$18.00** (for **$0.01** per warrant) or **$10.00** (for **$0.10** per warrant, with cashless exercise option)[112](index=112&type=chunk)[114](index=114&type=chunk) [Note 7—Shareholders' Deficit](index=21&type=section&id=Note%207%E2%80%94Shareholders'%20Deficit) | Stock Class | Par Value | Authorized Shares | Issued & Outstanding (Sep 30, 2023) | | :---------- | :-------- | :---------------- | :---------------------------------- | | Preferred | $0.0001 | 1,000,000 | None | | Class A | $0.0001 | 35,000,000 | 6,319,000 (all redeemable) | | Class B | $0.0001 | 5,000,000 | 1,579,750 | - Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment[122](index=122&type=chunk) [Note 8—Fair Value Measurements](index=22&type=section&id=Note%208%E2%80%94Fair%20Value%20Measurements) | Financial Instrument | Sep 30, 2023 Fair Value | Dec 31, 2022 Fair Value | Fair Value Hierarchy Level (Sep 30, 2023) | | :------------------- | :---------------------- | :---------------------- | :---------------------------------------- | | Investments held in Trust Account | $66,625,243 | $64,703,943 | Level 1 | | Public Warrants | $789,880 | $1,295,400 | Level 2 | | Private Warrants | $721,170 | $1,182,710 | Level 3 | - The fair value measurement for Public Warrants was transferred to **Level 2** as of September 30, 2023, due to low trading volume, after being a **Level 1** measurement in December 2022[126](index=126&type=chunk) - The estimated fair value of the Private Placement Warrants is determined using the Monte Carlo simulation method with **Level 3** unobservable inputs[128](index=128&type=chunk)[129](index=129&type=chunk) [Note 9—Subsequent Events](index=23&type=section&id=Note%209%E2%80%94Subsequent%20Events) - No subsequent events requiring adjustment to or disclosure in the unaudited condensed financial statements were identified up to the date of issuance[131](index=131&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, operations, IPO, going concern status, and key risks [Overview](index=24&type=section&id=Overview) - The company is a blank check company (SPAC) with no operating revenues, focused on completing a business combination[135](index=135&type=chunk) - The IPO raised **$60.0 million**, with an additional **$3.2 million** from a partial over-allotment, and **$64.1 million** was placed in a Trust Account[136](index=136&type=chunk)[140](index=140&type=chunk) - The company has **15 months** from the IPO closing (**January 4, 2024**) to complete a business combination, extendable up to **21 months** (**July 4, 2024**) with additional Sponsor funding; failure to do so will result in liquidation[143](index=143&type=chunk)[144](index=144&type=chunk) [Going Concern Consideration](index=26&type=section&id=Going%20Concern%20Consideration) - Substantial doubt exists about the company's ability to continue as a going concern due to de minimis cash, a **$1.1 million** working capital deficit, and the risk of mandatory liquidation[146](index=146&type=chunk)[149](index=149&type=chunk) - Liquidity needs were satisfied through net proceeds from the IPO and Private Placement held outside the Trust Account, and advances from related parties totaling approximately **$173,000** as of September 30, 2023[147](index=147&type=chunk) [Risks and Uncertainties](index=26&type=section&id=Risks%20and%20Uncertainties) - The company is evaluating the impact of the COVID-19 pandemic and the Russia-Ukraine conflict, but their specific financial impacts are not yet determinable[150](index=150&type=chunk)[151](index=151&type=chunk) - The Inflation Reduction Act of 2022 imposes a **1%** excise tax on certain stock repurchases after December 31, 2022, which could reduce cash available for a business combination or redemptions[153](index=153&type=chunk) - Interim guidance (Notice 2023-2) clarifies some aspects of the excise tax, excluding distributions upon complete liquidation, but other aspects remain unclear[154](index=154&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) - The company generates non-operating income from investments in the Trust Account and incurs expenses for public company compliance and due diligence[155](index=155&type=chunk) | Metric | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Period from Feb 15, 2022 (inception) through Sep 30, 2022 | | :-------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :----------------------------------------------------------------------- | | Net income (loss) | $(73,000) | $1.6 million | $(3,000) | $(44,000) | | General and administrative expenses | $241,000 | $982,000 | $3,000 | $44,000 | | Interest income from Trust Account | $873,000 | $2.2 million | — | — | | Change in fair value of derivative warrant liabilities | $(544,000) | $967,000 | — | — | [Contractual Obligations](index=28&type=section&id=Contractual%20Obligations) - The company pays its Sponsor **$10,000** per month for office space, administrative and support services[160](index=160&type=chunk) - Deferred underwriting commissions totaling **$2.212 million** are payable to the underwriter only upon the completion of a business combination[163](index=163&type=chunk)[164](index=164&type=chunk) - Overfunding Loans of **$947,850** from the Sponsor are repayable or convertible into Class A common stock upon the closing of an initial Business Combination[165](index=165&type=chunk) [Critical Accounting Estimates](index=29&type=section&id=Critical%20Accounting%20Estimates) - The determination of the fair value of derivative warrant liabilities is a significant accounting estimate, subject to change and potential significant differences from actual results[167](index=167&type=chunk) [Off-Balance Sheet Arrangements and Contractual Obligations](index=29&type=section&id=Off-Balance%20Sheet%20Arrangements%20and%20Contractual%20Obligations) - As of September 30, 2023, the company had no off-balance sheet arrangements or additional contractual obligations beyond those already disclosed[168](index=168&type=chunk) [JOBS Act](index=29&type=section&id=JOBS%20Act) - As an "emerging growth company" under the JOBS Act, the company has elected to delay the adoption of new accounting standards and is exempt from certain reporting requirements, including auditor attestation on internal controls and full executive compensation disclosure[169](index=169&type=chunk)[170](index=170&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, DMY Squared Technology Group, Inc. is not required to provide market risk disclosures - As a smaller reporting company, the registrant is exempt from providing quantitative and qualitative disclosures about market risk[171](index=171&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) This section evaluates disclosure controls and procedures and reports on internal control changes [Evaluation of Disclosure Controls and Procedures](index=29&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of September 30, 2023[174](index=174&type=chunk) [Changes in Internal Control over Financial Reporting](index=30&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were no material changes in the company's internal control over financial reporting during the fiscal quarter ended September 30, 2023[175](index=175&type=chunk) PART II. OTHER INFORMATION This section includes legal, risk, equity, and control information not covered in financial statements [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings as of the date of this Quarterly Report on Form 10-Q - There are no legal proceedings to report[176](index=176&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) This section confirms no material changes to previously disclosed risk factors - No material changes to previously disclosed risk factors were identified as of the report date[177](index=177&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - There were no unregistered sales of equity securities or use of proceeds to report[178](index=178&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were no defaults upon senior securities to report[179](index=179&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[180](index=180&type=chunk) [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reported no other information - No other information to report[181](index=181&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the report, including executive certifications and XBRL documents - The report includes various exhibits, such as certifications from the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents[182](index=182&type=chunk)[183](index=183&type=chunk)[185](index=185&type=chunk) SIGNATURE This section contains the official signatures certifying the accuracy of the report - The report was signed by Harry L. You (Chief Financial Officer) and Niccolo de Masi (Chief Executive Officer) on November 14, 2023[190](index=190&type=chunk)