[SCHEDULE 13D] dMY Squared Technology Group, Inc. SEC Filing

Rhea-AI Filing Summary

National Philanthropic Trust filed a Schedule 13D reporting receipt of 231,520 shares of dMY Squared Technology Group, Inc. Class A common stock, representing 9.0% of the Class A outstanding after conversion. The shares were donated by Niccolo de Masi after an optional one-for-one conversion of Class B into Class A shares and were received by the Reporting Person for no consideration. The Reporting Person is a charitable 501(c)(3) sponsor of donor-advised funds and states the donation furthers its charitable purpose. The filing discloses the Reporting Person is subject to a Sponsor Support Agreement and certain Insider Letter provisions and anticipates becoming party to a Lock-Up Agreement and a Registration Rights Agreement at closing of the referenced Business Combination. After transfer restrictions expire, the Reporting Person anticipates selling the donated shares in an orderly manner but has not determined timing or amounts.

Positive

• Transparent disclosure of the donation transaction and beneficial ownership of 231,520 Class A shares
• Clarifies origin of shares: conversion of Class B to Class A and subsequent gift from the donor
• Transfer restrictions (Sponsor Support, Insider Letter, anticipated Lock-Up) should limit immediate market impact
• Registration Rights Agreement provides a formal path for orderly resale under registration, reducing informal market disruption

Negative

• Significant potential future supply: the donated block equals 9.0% of Class A and may be sold after restrictions expire
• No defined timeline for sales: Reporting Person has not determined quantity or timing of potential disposals
• Voting and transfer constraints are governed by agreements that could affect shareholder dynamics but details are referenced rather than disclosed in full here

Insights

Financial Analyst

TL;DR: A 9.0% Class A stake was donated to a charitable trust; sale timing is undefined and subject to transfer restrictions.

The donation increases publicly reported Class A float by 231,520 shares and places a significant 9.0% holder in the market once lock-up and registration restrictions expire. The filing clarifies the shares originated from an optional conversion of Class B shares held by the donor and were transferred for no consideration. From a market-impact perspective, the key considerations are the size of the holding (9.0%), the existence of anticipated lock-up and registration agreements that limit immediate transfers, and the Reporting Person's stated intent to sell in an orderly manner at an undetermined future time. These elements create potential for increased supply of Class A shares later, but current transfer restrictions mitigate immediate pressure.

Corporate Governance Expert

TL;DR: Donation follows convertible-share mechanics and binds the recipient to sponsor and insider agreements, limiting immediate transfers.

The Schedule 13D documents governance-related arrangements: the Reporting Person is party to a Sponsor Support Agreement and certain Insider Letter provisions and expects to enter into a Lock-Up Agreement and Registration Rights Agreement at closing of the Business Combination. These contractual arrangements are material for governance and voting because they impose transfer and voting constraints on the donated shares. The disclosure identifies the legal relationships affecting disposition and voting rights without altering beneficial ownership facts. For investors, the most relevant governance points are the contractual transfer restrictions and the Reporting Person's eventual ability to register and liquidate shares under the Registration Rights Agreement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

Christina Hack, CFO
165 Township Line Road, Suite 1200,
Jenkintown, PA, 19046
(215) 277-3010

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/15/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 233276104

1

Name of reporting person

National Philanthropic Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 231,520.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 231,520.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

231,520.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

With respect to Row (4) above, see Item 3 below. With respect to Row (13) above, see Item 5 below for calculation of the percentage of Class A common stock.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, par value $0.0001 per share
(b)	Name of Issuer: dMY Squared Technology Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1180 NORTH TOWN CENTER DRIVE SUITE 100, LAS VEGAS, NEVADA , 89144.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by National Philanthropic Trust (the "Reporting Person").
(b)	The principal business address of the Reporting Person is 165 Township Line Road, Suite 1200, Jenkintown, Pennsylvania 19046.
(c)	The Reporting Person is a 501(c)(3) charitable organization that, along with its affiliates, accomplishes its and their charitable purposes through the encouragement and facilitation of charitable giving by receiving charitable contributions, by providing support and assistance to encourage charitable contributions, and by making grants for purposes in Section 501(c)(3) of the Internal Revenue Code. The Reporting Person is a sponsoring organization of donor-advised funds.
(d)	During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, the Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a Pennsylvania non-profit, non-stock corporation.
Item 3.	Source and Amount of Funds or Other Consideration
	Prior to the date of the donation of the 231,520 shares of Class A common stock of dMY Squared Technology Group, Inc., a Massachusetts corporation (the "Issuer"), to the Reporting Person disclosed herein, the Reporting Person understands that Niccolo de Masi (the "Donor") received 231,520 shares of the Issuer's Class B common stock as a distribution or other transfer from dMY Squared Sponsor, LLC, of which the Reporting Person understands the Donor to be a member. Subsequently, the Reporting Person understands that the Donor optionally converted (or caused to be optionally converted) such shares of Class B common stock into shares of the Issuer's Class A common stock on a one-for-one basis, resulting in 231,520 shares of the Issuer's Class A common stock being held by the Donor immediately after such conversion (such conversion, the "Donated Shares Conversion"). Thereafter, the Reporting Person received a donation of such 231,520 shares of the Issuer's Class A common stock (the "Donated Shares") as a gift from the Donor for no consideration.
Item 4.	Purpose of Transaction
	As described above, the Reporting Person received the Donated Shares as a donation in furtherance of the Reporting Person's charitable purpose. The Reporting Person is a party to and subject to: (i) that certain Sponsor Support Agreement (the "Sponsor Support Agreement"), dated as of September 9, 2025, by and among the Issuer, dMY Squared Sponsor, LLC, Rose Holdco Pte. Ltd., Horizon Quantum Computing Pte. Ltd., and certain other shareholders of the Issuer (a copy of which was filed by the Issuer as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 9, 2025 (the "Issuer September 9, 2025 Current Report on Form 8-K")), that relates to the business combination (the "Business Combination") described in the Issuer September 9, 2025 Current Report on Form 8-K; and (ii) certain provisions of that certain Insider Letter (the "Insider Letter"), dated as of October 4, 2022, by and among the Issuer, dMY Squared Sponsor, LLC, and the other parties thereto (a copy of which was filed by the Issuer as Exhibit 10.5 to the Issuer's Current Report on Form 8-K, filed with the SEC on October 4, 2022). At the closing of the Business Combination, the Reporting Person anticipates entering into and becoming a party to: (i) that certain Lock-Up Agreement (the "Lock-Up Agreement") (a copy of the form of which was filed by the Issuer as Exhibit 10.3 to the Issuer September 9, 2025 Current Report on Form 8-K), pursuant to which the Reporting Person will be prohibited from making certain transfers of the Donated Shares after the closing of the Business Combination for the period of time specified therein; and (ii) that certain Registration Rights Agreement (the "Registration Rights Agreement") (a copy of the form of which was filed by the Issuer as Exhibit 10.4 to the Issuer September 9, 2025 Current Report on Form 8-K), which pertains, inter alia, to the transfer of the Donated Shares. After the closing of the Business Combination and the expiration or termination of the transfer restrictions to which the Reporting Person is subject pursuant, inter alia, to the Insider Letter and the Lock-Up Agreement, the Reporting Person anticipates selling the Donated Shares in an orderly manner (which may include sales pursuant to a resale registration statement filed by the Issuer pursuant to the Registration Rights Agreement), but has not yet determined the quantity of Donated Shares to be sold or the time period in which such sales may occur.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to Items 7-13 of the cover page to this Schedule 13D are incorporated herein by reference. The percentages in Item 13 of the cover page to this Schedule 13D are based on 2,570,106 shares of Class A common stock issued and outstanding, composed of (i) 2,338,586 shares of Class A common stock issued and outstanding (as reported on the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed by the Issuer with the SEC on August 27, 2025) plus (ii) the additional 231,520 shares of Class A common stock described in the Donated Shares Conversion.
(b)	The response to Item 5(a) is incorporated herein by reference.
(c)	Except as described in this Schedule 13D, there have been no transactions effected by the Reporting Person with respect to the Issuer's Class A common stock that were effected during the past sixty (60) days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	As described in Item 4 above, the Reporting Person: (i) is a party to and subject to the Sponsor Support Agreement, which contains, inter alia, certain provisions concerning transfers and voting of the Donated Shares; (ii) is a party to and subject to certain provisions of the Insider Letter, including provisions concerning transfers and voting of the Donated Shares; (iii) anticipates becoming a party to the Lock-Up Agreement at the closing of the Business Combination; and (iv) anticipates becoming a party to the Registration Rights Agreement at the closing of the Business Combination.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Sponsor Support Agreement, dated as of September 9, 2025, by and among the Issuer, dMY Squared Sponsor, LLC, Rose Holdco Pte. Ltd., Horizon Quantum Computing Pte. Ltd., and certain other shareholders of the Issuer (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on September 9, 2025). Exhibit 2 - Letter Agreement, dated October 4, 2022, by and among the Issuer, dMY Squared Sponsor, LLC, and the other parties thereto (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K, filed with the SEC on October 4, 2022). Exhibit 3 - Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K, filed with the SEC on September 9, 2025). Exhibit 3 - Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Issuer's Current Report on Form 8-K, filed with the SEC on September 9, 2025).

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.

National Philanthropic Trust

Signature:	/s/ Christina Hack
Name/Title:	Christina Hack, Chief Financial Officer
Date:	09/19/2025

FAQ

What did National Philanthropic Trust report in the Schedule 13D for DMYY?

The Reporting Person disclosed receipt of 231,520 Class A shares of dMY Squared (DMYY), representing 9.0% of Class A outstanding after conversion.

How did the Reporting Person acquire the DMYY shares?

The shares were donated by Niccolo de Masi after an optional one-for-one conversion of Class B shares into 231,520 Class A shares, and then gifted to the Reporting Person for no consideration.

Are there restrictions on selling the donated DMYY shares?

Yes. The Reporting Person is subject to a Sponsor Support Agreement and certain provisions of an Insider Letter, and anticipates entering into a Lock-Up Agreement and a Registration Rights Agreement at closing of the Business Combination.

Will National Philanthropic Trust sell the DMYY shares immediately?

No. The filing states the Reporting Person anticipates selling the shares in an orderly manner after transfer restrictions expire but has not determined timing or amounts.

What percentage of Class A does the reported share block represent and what basis was used?

The block represents 9.0% of Class A, calculated using 2,570,106 Class A shares outstanding (2,338,586 reported plus 231,520 from the Donated Shares Conversion).