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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 15, 2025
DMY SQUARED TECHNOLOGY GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Massachusetts |
|
001-41519 |
|
88-0748933 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (702)
781-4313
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units,
each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
DMYYU |
|
OTC
Markets Group, Inc. |
| Class
A common stock, par value $0.0001 per share |
|
DMYY |
|
OTC
Markets Group, Inc. |
| Redeemable
warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
DMYYW |
|
OTC
Markets Group, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01 | Entry Into a Material
Definitive Agreement. |
Amendment
to the Investment Management Trust Agreement
As
approved by the shareholders of dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”),
at its special meeting of shareholders held on December 15, 2025 (the “Special Meeting”), the Company and Continental
Stock Transfer & Trust Company (the “Trustee”) entered into an amendment (the “Trust Agreement
Amendment”) to the Investment Management Trust Agreement, dated as of October 4, 2022 (the “Trust Agreement”).
The Trust Agreement Amendment amends the Trust Agreement to extend the date by which the Company must consummate a business combination
(the “Initial Extension”) from December 29, 2025 to January 29, 2026 (the “Extended Date”),
and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors (the “Board”),
to elect to further extend the Extended Date up to five times for an additional one month each time (each, an “Additional
Extension” and, together with the Initial Extension, the “Extension”), until up to June 29, 2026
(the “Additional Extended Date”).
The
foregoing description of the Trust Agreement Amendment is qualified in its entirety by reference to the Trust Agreement Amendment, a
copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The
information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this item to the extent required.
| Item 5.07 | Submission
of Matters to a Vote of Security Holders. |
On
December 15, 2025, the Company held the Special Meeting. At the Special Meeting, the Company’s shareholders approved (1) a proposal
to amend the Company’s Amended and Restated Articles of Organization (the “Charter”) to extend the date
by which the Company must consummate a business combination from December 29, 2025 to January 29, 2026 and to allow the Company, without
another shareholder vote, by resolution of the Board, to elect to further extend the Extended Date up to five times for an additional
one month each time, until up to June 29, 2026 (such proposal, the “Extension Amendment Proposal”); and (2)
a proposal to amend the Trust Agreement to reflect the Extension (the “Trust Agreement Amendment Proposal”).
The
Company’s shareholders voted on and approved each of the proposals brought to a vote at the Special Meeting. A detailed description
of each proposal is included in the revised definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission
on November 25, 2025.
The
final vote tabulation for the Extension Amendment Proposal is set forth below.
| For | |
Against | |
Abstain | |
Broker Non-Vote |
| 2,621,950 | |
81,168 | |
800 | |
0 |
The
final vote tabulation for the Trust Agreement Amendment Proposal is set forth below.
| For | |
Against | |
Abstain | |
Broker Non-Vote |
| 2,622,500 | |
80,618 | |
800 | |
0 |
A
total of 12,599 shares of the Company’s Class A common stock were presented for redemption in connection with the Special Meeting.
As a result, there will be approximately $27 million remaining in the Trust Account following redemptions.
In
addition, on December 15, 2025, the Company filed an amendment to the Charter with the Secretary of State of the State of Massachusetts
and to effectuate the shareholder-approved amendment. A copy of the Charter amendment is attached hereto as Exhibit 3.1.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Articles of Organization of dMY Squared Technology Group, Inc. |
| 10.1 |
|
Amendment to the Investment Management Trust Agreement, dated December 15, 2025, by and between dMY Squared Technology Group, Inc. and Continental Stock Transfer & Trust Company. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
DMY SQUARED TECHNOLOGY GROUP, INC. |
| |
|
| Date: December 15, 2025 |
By: |
/s/ Harry L. You |
| |
Name: |
Harry L. You |
| |
Title: |
Chief Executive Officer, Chief Financial Officer and Chairman |
