Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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dMY Squared Technology Group, Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
233276104 (CUSIP Number) |
09/15/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 233276104 |
| 1 | Names of Reporting Persons
dMY Squared Sponsor, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,163,484.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
29.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 233276104 |
| 1 | Names of Reporting Persons
Harry L. You | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,163,484.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
29.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) dMY Squared Sponsor, LLC (the "Sponsor"), owns 1,163,484 shares of Class B common stock of the Issuer ("Class B Common Stock"), which are convertible into shares of Class A common stock of the Issuer ("Class A Common Stock") (i) at any time and from time to time at the election of the holder and (ii) automatically concurrently with or immediately following the consummation of the Issuer's initial business combination on a one-for-one basis, in each case subject to adjustment. Harry L. You is the manager of the Sponsor and shares voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. You disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (2) Excludes 2,884,660 shares of Class A Common Stock issuable upon exercise of 2,884,660 warrants held by the Sponsor, each exercisable at $11.50 per share, that are not exercisable within 60 days of the date hereof. (3) Based on an aggregate of 2,754,852 shares of Class A Common Stock outstanding as of the date of this Report, based on the records of the Issuer, plus 1,163,484 shares of Class A Common Stock issuable upon the conversion of 1,163,484 shares of Class B Common Stock held by the Sponsor.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
dMY Squared Technology Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of dMY Squared Sponsor, LLC and Harry L. You (the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows: c/o dMY Squared Technology Group, Inc. 1180 North Town Center Drive, Suite 100 Las Vegas, NV 89144 | |
| (c) | Citizenship:
See responses to row 4 on each cover page. | |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
233276104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to row 9 on each cover page. | |
| (b) | Percent of class:
See responses to row 11 on each cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to row 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to row 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to row 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to row 8 on each cover page. The securities are held directly by dMY Squared Sponsor, LLC (the "Sponsor"). Harry L. You is the manager of the Sponsor and shares voting and dispositive control over the securities held directly by the Sponsor. Mr. You disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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