dMY Squared Technology (US:DMYY)2026-03-17 23:54Financial Performance - The company incurred a net loss of approximately $17.8 million for the year ended December 31, 2025, which included $4.4 million in general and administrative expenses and $14.3 million in losses from changes in fair value of derivative warrant liabilities [295]. - The company had a working capital deficit of approximately $8.2 million as of December 31, 2025, indicating liquidity challenges [286]. - The company recognizes non-operating income from investment income in the Trust Account, but will not generate operating revenues until after completing the initial business combination [294]. Initial Public Offering - 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 [256]. - The underwriter received an underwriting discount of $0.14 per Unit, totaling approximately $0.8 million, paid at the closing of the Initial Public Offering [301]. - An additional deferred fee of $0.35 per Unit, amounting to $2.1 million, will be payable to the underwriter upon completion of a business combination [301]. Trust Account and Investments - The company placed approximately $64.1 million in the Trust Account, invested in U.S. government securities with a maturity of 185 days or less [259]. - The company withdrew approximately $1.9 million from the Trust Account for tax liabilities, with $0.89 million paid for 2023 taxes [268]. - The Sponsor extended Overfunding Loans totaling $947,850 to be deposited in the Trust Account, with repayment or conversion options upon the initial business combination [303]. - As of December 31, 2025, the outstanding amount under the Convertible Note was $1,191,667, with all proceeds contributed into the Trust Account [305]. Business Combination and Extensions - Shareholders approved an extension of the deadline for completing the initial business combination from January 4, 2024, to January 29, 2024, with the option for up to twenty-three additional one-month extensions [263]. - Shareholders approved a further amendment to extend the deadline for the initial business combination to January 29, 2026, with the option for five additional one-month extensions [265]. - The Proposed Business Combination with Horizon is expected to close in March 2026, subject to shareholder approvals and other customary closing conditions, including a minimum cash condition of $45 million [278]. - The PIPE Subscription Agreements related to the Proposed Business Combination involve an aggregate investment of approximately $110.4 million, which may increase to approximately $111.9 million due to additional investors [280]. Stock and Trading Information - The trading of the company's Class A common stock was suspended on September 29, 2025, due to failure to complete the initial business combination within the required timeframe [273]. - The company transitioned to trading on the OTCQB Market and OTCID Market effective September 30, 2025, under new symbols [274]. Tax and Regulatory Matters - The Inflation Reduction Act of 2022 introduced a 1% federal excise tax on certain stock repurchases by publicly traded corporations, effective January 1, 2023 [269]. - The company filed its excise tax return related to the January 2024 Redemption, paying approximately $570,000, which included $420,000 in Excise Tax and $150,000 in penalties and interest [271]. Convertible Notes and Warrants - The company issued a non-interest bearing Convertible Note to Harry You with a principal amount of up to $1.75 million, which may be converted into warrants upon the consummation of the initial business combination [264]. - A Convertible Note was issued 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 initial business combination [304]. - The fair value of the embedded conversion option of the Convertible Note was de minimis as of December 31, 2025 [306]. - The warrants issued were recognized as derivative liabilities and will be adjusted to fair value at each reporting period [308]. - The fair value of Public Warrants is measured based on the listed market price, while Private Placement Warrants are valued using the Monte Carlo simulation method [308]. Company Status and Growth - As of December 31, 2025, there were no off-balance sheet arrangements or contractual obligations [309]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [310].