dMY Squared Technology (DMYY) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Unaudited Condensed Financial Statements The company's unaudited statements show a significant net loss driven by derivative warrant liabilities and a going concern risk Condensed Balance Sheets Unaudited Condensed Statements of Operations Unaudited Condensed Statements of Changes in Shareholders' Deficit Unaudited Condensed Statements of Cash Flows Notes to Unaudited Condensed Financial Statements 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][20] - Management identified a substantial doubt about its ability to continue as a going concern due to its liquidity condition[54] - An excise tax expense of approximately $420,000 was recorded in Q2 2025 related to a prior share redemption[50] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses its status as a blank check company, significant net losses, liquidity challenges, and a recent letter of intent Overview Tax Withdrawals from Trust Account Excise Tax Letter of Intent Liquidity and Capital Resources; Going Concern Consideration Risks and Uncertainties Results of Operations Contractual Obligations Critical Accounting Estimates Off-Balance Sheet Arrangements and Contractual Obligations JOBS Act - The Company is a blank check company formed to effect a business combination and has not commenced operations as of June 30, 2025[137][138] - A non-binding letter of intent was signed for a business combination with Horizon Quantum Computing, valuing Horizon at $500 million[156] - Management has determined that its liquidity condition and mandatory liquidation clause raise substantial doubt about its ability to continue as a going concern[160] - An excise tax expense of approximately $420,000 was recorded in Q2 2025 related to the January 2024 redemption of Public Shares[155] 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 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] Item 4. Controls and Procedures Management concluded disclosure controls were ineffective due to two material weaknesses in financial reporting Evaluation of Disclosure Controls and Procedures Remediation Efforts to Address the Identified Material Weaknesses and Status Update Changes in Internal Control over Financial Reporting - The Company's disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses[185] - A material weakness was identified regarding the evaluation and recognition of excise tax payable, leading to a restatement of Q1 2025 financials[186][196][197] - Remediation plans include enhancing documentation and internal review procedures for non-routine and tax-sensitive transactions[188][197] PART II. OTHER INFORMATION Item 1. Legal Proceedings The company reports no current legal proceedings - There are no legal proceedings to report[191] Item 1A. Risk Factors 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] - The Company has identified material weaknesses in its internal control over financial reporting, which could lead to inaccurate reporting[194][195][196][197][200] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities 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][201] - The Initial Public Offering of 6,000,000 units generated gross proceeds of $60.0 million[21][22][89][93][202][203] - Approximately $64.1 million from the IPO, Private Placement, and Overfunding Loans was placed in the Trust Account[26][142][204] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - There are no defaults upon senior securities[205] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable[206] Item 5. Other Information The company reports no other material information for this period - There is no other information to report[207] Item 6. Exhibits This section lists all exhibits filed with or incorporated by reference into the quarterly report - Exhibits include officer certifications and Inline XBRL documents[209]