[Form 4] dMY Squared Technology Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

dMY Squared Technology Group insiders reported a share reclassification and ownership disclosure. The Sponsor distributed 416,266 shares of Class B common stock pro rata to a member; those Class B shares are convertible one-for-one into Class A shares and carry no expiration date. Following the reported transaction, 1,163,484 shares of Class A common stock are shown as beneficially owned by the reporting person(s) of record. The Sponsor is the record holder and Harry L. You is disclosed as managing member with voting and investment discretion, though each reporting person disclaims beneficial ownership except for pecuniary interest.

Positive

• Transparency of conversion terms: the filing clearly states Class B shares convert one-for-one into Class A shares with no expiration.
• Clear control disclosure: Harry L. You is identified as managing member with voting and investment discretion, clarifying who controls the record holder.
• Definitive ownership figures: specific share counts are provided (416,266 distributed Class B; 1,163,484 Class A beneficially owned following transaction).

Negative

• None.

Insights

Securities Analyst

TL;DR: Sponsor redistributed convertible Class B shares and the managing member retains control but disclaims full beneficial ownership.

The Form 4 shows a pro rata distribution of 416,266 Class B shares by the Sponsor to a member and records conversion characteristics: Class B shares convert one-for-one into Class A shares with no expiration, subject to antidilution adjustments. The Sponsor remains the record holder and Harry L. You is identified as managing member with voting and investment discretion. The filing includes the statutory disclaimer that each reporting person disclaims beneficial ownership except to the extent of pecuniary interest, which is common in sponsor-member arrangements.

Corporate Governance Expert

TL;DR: Transaction is a structural ownership reallocation with disclosure of control and disclaimers.

The disclosure clarifies mechanics: Class B shares held by the Sponsor are convertible into Class A on a one-for-one basis and were distributed pro rata for no consideration. Harry L. You is documented as managing member with voting and investment discretion over the record-held securities. The filing appropriately notes the Sponsor as record holder and includes the reporting persons' disclaimer of beneficial ownership except for pecuniary interest, which affects how ownership is interpreted under Section 16.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

dMY Squared Sponsor, LLC

(Last) (First) (Middle)

C/O DMY SQUARED TECHNOLOGY GROUP, INC.

1180 NORTH TOWN CENTER DR, SUITE 100

(Street)

LAS VEGAS NV 89144

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
dMY Squared Technology Group, Inc. [ DMYY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	09/15/2025		J(2)			416,266	(1)	(1)	Class A Common Stock	416,266	$0	1,163,484	D(3)

1. Name and Address of Reporting Person^*

dMY Squared Sponsor, LLC

(Last) (First) (Middle)

C/O DMY SQUARED TECHNOLOGY GROUP, INC.

1180 NORTH TOWN CENTER DR, SUITE 100

(Street)

LAS VEGAS NV 89144

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

You Harry L.

(Last) (First) (Middle)

C/O DMY SQUARED TECHNOLOGY GROUP, INC.

1180 NORTH TOWN CENTER DR, SUITE 100

(Street)

LAS VEGAS NV 89144

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, CFO & Chairman

Explanation of Responses:

1. The shares of Class B common stock, par value $0.0001 per share, are convertible for shares of the issuer's Class A common stock, par value $0.0001 per share, at the holder's election at any time and automatically at the time of the closing of the issuer's initial business combination, on a one-for-one basis, subject to adjustment pursuant to certain antidilution rights and have no expiration date.

2. dMY Squared Sponsor, LLC (the "Sponsor") distributed these shares to one of its members, pro rata, for no consideration.

3. The Sponsor is the record holder of the securities reported herein. Harry L. You is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held of record by the Sponsor. Each of the Sponsor and Mr. You is a "Reporting Person" and may be deemed to beneficially own the securities reported herein; however, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. Solely for purposes of Section 16 of the Exchange Act, each Reporting Person may be deemed a "director by deputization".

	/s/ Harry L. You, Name: Harry L. You, Title: Managing Member	09/17/2025
	/s/ Harry L. You	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did DMYY insiders report on Form 4?

The filing reports the Sponsor distributed 416,266 shares of Class B common stock pro rata to a member; those Class B shares are convertible into Class A shares one-for-one.

How many Class A shares are shown as beneficially owned after the transaction for DMYY?

The filing reports 1,163,484 shares of Class A common stock beneficially owned following the reported transaction(s).

Who is the reporting person with control over the shares in the DMYY filing?

The Sponsor is the record holder and Harry L. You is disclosed as the managing member with voting and investment discretion.

Are the Class B shares convertible and do they expire according to the filing?

Yes; the Class B shares are convertible for Class A shares on a one-for-one basis at the holder's election and automatically upon closing of the issuer's initial business combination; they have no expiration date.

Did the reporting persons claim full beneficial ownership of the reported shares?

No; the filing states each reporting person disclaims beneficial ownership of the securities reported except to the extent of their pecuniary interest.