dMY Squared Technology (DMYY) - 2025 Q3 - Quarterly Report

Financial Operations - As of September 30, 2025, the company had not commenced any operations and generated non-operating income from the Initial Public Offering proceeds[146] - The Initial Public Offering raised gross proceeds of $60.0 million from the sale of 6,000,000 Units at $10.00 per Unit, with offering costs of approximately $3.7 million[147] - The company placed approximately $64.1 million in the Trust Account, invested in U.S. government securities, pending a Business Combination[150] - The company has broad discretion regarding the application of net proceeds from the Initial Public Offering, primarily intended for consummating a Business Combination[151] - The company incurred additional offering costs of approximately $156,000 related to the underwriter's partial exercise of its over-allotment option[147] - The underwriter received an underwriting discount of approximately $0.8 million upon the closing of the Initial Public Offering[187] Business Combination - Shareholders approved an extension of the deadline to complete a Business Combination from January 4, 2024, to January 29, 2024, with potential further extensions until December 29, 2025[154] - The proposed Business Combination with Horizon requires a minimum cash condition of $45 million plus transaction expenses[169] - The trading of the company's securities was suspended on the NYSE American exchange due to failure to complete the initial Business Combination by the deadline[164] Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of approximately $931,000, including $2.0 million in general and administrative expenses[180] - For the nine months ended September 30, 2025, the company had a net loss of approximately $11.9 million, with $3.2 million in general and administrative expenses[181] - As of September 30, 2025, the company had a working capital deficit of approximately $6.9 million[172] Tax and Liabilities - The company withdrew approximately $1.9 million from the Trust Account for tax liabilities and estimates, with $0.89 million paid for 2023 taxes[159] - The company recorded an excise tax expense of approximately $420,000 related to the January 2024 redemption of Public Shares[163] - The company accrued approximately $126,000 in penalties and late fees related to the excise tax[162] - The company is subject to a 1% federal excise tax on stock repurchases, effective from January 1, 2023, as per the Inflation Reduction Act of 2022[160] Debt Instruments - The company issued a convertible promissory note to the CEO for up to $1.75 million, which may be converted into warrants upon the completion of a Business Combination[156] - The company issued a Convertible Note with a principal amount of up to $1.75 million, with an outstanding amount of $1,141,667 as of September 30, 2025[174] - As of September 30, 2025, the outstanding amount under the Convertible Note was $1,091,667, which increased to $1,141,667 after borrowing an additional $50,000[191] - The Convertible Note issued has a principal amount of up to $1.75 million and is convertible into warrants at a price of $1.00 per warrant upon the initial Business Combination[190] - The fair value of the embedded conversion option of the Convertible Note was de minimis as of the funding date and September 30, 2025[192] Derivative Liabilities - Warrant liabilities are recognized as derivative liabilities and are subject to re-measurement at each balance sheet date, with changes in fair value recognized in the statements of operations[194] - The estimated fair value of the Public Warrants is based on the listed market price, while the Private Placement Warrants are valued using the Monte Carlo simulation method[194] Company Classification - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[196] - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[198] - The Company is not required to provide certain disclosures related to executive compensation due to its status as an emerging growth company[197] Funding and Loans - The Sponsor extended an Overfunding Loan to the Company totaling $900,000, with an additional $47,850 on October 11, 2022, bringing the total to $947,850[189] - The company has incurred significant costs in pursuit of acquisition plans and expects to continue doing so[172] - As of September 30, 2025, the Company had no off-balance sheet arrangements or contractual obligations[195]