IPO and Fundraising - The company completed its initial public offering on October 4, 2022, selling 6,000,000 units at $10.00 per unit, generating net proceeds of $59,135,000[20]. - An additional 319,000 over-allotment units were sold on October 11, 2022, generating net proceeds of $3,145,340[21]. - The company raised a total of $64,137,850 from the IPO, private placements, and loans, which was placed in a trust account[27]. - As of December 31, 2022, the trust account held $64,703,943 in investments[29]. - The company has conducted private placements of warrants, generating gross proceeds of $2,884,660[22][23]. - The total funds in trust available for the initial business combination amount to $60,900,000[159]. - The company has placed $64,137,850 in the trust account from gross proceeds received from its initial public offering and related sales[181]. Business Combination Plans - The company intends to focus on acquiring businesses in the professional service industry with enterprise valuations between $500 million and $2 billion[32]. - The company plans to structure its initial business combination to acquire 100% of the target business or businesses[35]. - The company has established a due diligence process for evaluating prospective target businesses, which may include meetings with management and financial reviews[36]. - The company has a 15-month period from the closing of its initial public offering to complete the initial business combination, extendable to 21 months if necessary[46]. - The company may only complete one business combination with the proceeds from its initial public offering, which could lead to dependency on a single business and limit diversification[104]. - The company has not selected a specific business combination target but intends to target businesses with enterprise values greater than the net proceeds from its initial public offering[130]. Shareholder Rights and Approvals - The company requires a majority vote from public shareholders, specifically 2,250,001 shares or 37.5% of the 6,000,000 public shares sold, to approve the initial business combination[53]. - The company may not seek shareholder approval for the business combination if not required by law, potentially limiting public shareholders' voting rights[51]. - Redemption rights are limited to 15% of public shares without prior consent, aimed at preventing large shareholders from blocking business combinations[44]. - Initial shareholders own 20% of the outstanding common stock, which may influence the likelihood of obtaining shareholder approval for the business combination[53]. Financial Condition and Risks - The independent auditor has expressed substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by January 4, 2024[64]. - The company may face challenges in completing its initial business combination due to potential shareholder redemption rights, which could limit the cash available for the transaction[57]. - If a significant number of shares are redeemed, the company may need to restructure the transaction or seek third-party financing, potentially leading to dilution of equity[57]. - The company has approximately $239,000 in cash and working capital of approximately $343,000, which includes tax obligations of approximately $242,000[80]. - The company may need to borrow funds from its sponsor or management team to fund its search for a target business if the net proceeds from the initial public offering are insufficient[79]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[103]. Market and Competitive Environment - The company may face competition from other entities with greater financial resources, which could limit its ability to acquire larger target businesses[47]. - The company is subject to significant competition for business combination opportunities, which may hinder its ability to complete a successful acquisition[77]. - Increased competition among special purpose acquisition companies (SPACs) may lead to scarcity of attractive targets, raising costs and complicating business combinations[137]. - Recent inflation increases could lead to price volatility for publicly traded securities, impacting the ability to consummate business combinations[138]. - Military conflict in Ukraine may cause economic disruptions, complicating the identification of business combination partners[139]. Operational and Regulatory Risks - The ongoing COVID-19 pandemic may adversely affect the company's ability to find suitable target businesses and complete transactions due to market volatility and restrictions on meetings[60]. - The company must comply with SEC reporting requirements, including filing annual and quarterly reports[49]. - The company is subject to a 1% excise tax on stock repurchases after December 31, 2022, which may affect the attractiveness of business combination transactions[189]. - If deemed an investment company under the Investment Company Act, the company may face burdensome compliance requirements and restrictions on its activities[183]. - The company intends to avoid being classified as an investment company by limiting its investments to U.S. government securities and maintaining a business plan focused on long-term growth[187]. Management and Governance - The company is dependent on a small group of executive officers and directors, whose loss could adversely affect operations[143]. - Conflicts of interest may arise as executive officers and directors allocate time to other business ventures, affecting the ability to complete business combinations[146]. - The company has not adopted a policy to prohibit conflicts of interest among its directors and executive officers[150]. - Members of the management team may be involved in unrelated litigation, which could divert attention and resources from identifying and selecting a target business[131]. Shareholder Equity and Securities - The company may issue additional shares of Class A common stock or preferred stock to complete its initial business combination, which could dilute existing shareholders[200]. - The nominal purchase price for founder shares may lead to significant dilution of public shares upon the business combination[158]. - The company’s warrants are expected to be accounted for as derivative liabilities, which may adversely affect the market price of Class A common stock[171]. - The company has issued a total of 6,044,160 warrants, including 3,159,500 from the initial public offering and 2,884,660 from a private placement, each exercisable at $11.50 per share[169]. - The company’s unit structure includes one-half of one warrant, which may make its units worth less compared to other special purpose acquisition companies[170]. Trust Account and Redemption - If the company cannot complete the business combination within the specified period, it will redeem public shares at a cash price based on the trust account balance, which must not fall below $5,000,001 in net tangible assets[54]. - If the initial business combination is not completed within the specified time, the company will redeem public shares at a price equal to the amount in the trust account, minus up to $100,000 for dissolution expenses[72]. - The trust account funds may only be invested in U.S. government treasury obligations with a maturity of 185 days or less, or in certain money market funds[181]. - If the trust account balance falls below $64,137,850 due to negative interest rates, the per-share redemption amount may be reduced below $10.15[181]. Miscellaneous - The company has not paid any cash dividends on its common stock to date and does not intend to do so prior to completing its initial business combination[217]. - The company is classified as an emerging growth company, which allows it to take advantage of certain exemptions from disclosure requirements[207]. - Cyber incidents could lead to financial loss and operational disruption, as the company lacks significant investments in data security protection[206]. - The company may face additional risks if it pursues a target company located outside of the United States, including challenges in conducting due diligence and obtaining local government approvals[117].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DMY SQUARED TECHNOLOGY GROUP, INC. (Exact name of registrant as specified in its charter) Massachusetts 88-0748933 (State or other jurisdiction ...