[SCHEDULE 13G/A] dMY Squared Technology Group, Inc. SEC Filing

Rhea-AI Filing Summary

dMY Squared Sponsor, LLC and its manager Harry L. You report shared beneficial ownership of 1,163,484 shares of Class A common stock (or convertible Class B shares) representing 29.7% of the class. The Sponsor holds the shares of record and the shares are convertible one-for-one from Class B to Class A at the holder's election or automatically upon the issuer's initial business combination, subject to adjustment. The filing also notes the Sponsor holds 2,884,660 warrants exercisable at $11.50 that are not exercisable within 60 days. The beneficial ownership figures are presented based on 2,754,852 shares outstanding plus the convertible Class B shares.

Positive

• Clear disclosure of the Sponsor's and manager's shared voting and dispositive power over 1,163,484 shares
• Explicit conversion terms noted: Class B shares are convertible one-for-one into Class A, clarifying potential future voting structure
• Warrants disclosed with strike price and exercisability timing ($11.50 strike; not exercisable within 60 days), providing transparency on potential dilution timing

Negative

• High ownership concentration: the Sponsor and manager collectively represent 29.7% of the class, indicating significant control by a single holder
• Potential dilution exists from 2,884,660 warrants even though they are not currently exercisable within 60 days

Insights

Financial Analyst

TL;DR Significant concentrated stake: Sponsor and manager control nearly 30% of voting power through convertible shares.

The reported 29.7% position is material for investors because it reflects concentrated ownership and potential voting influence following conversion of Class B into Class A on a one-for-one basis. The Sponsor also holds 2,884,660 warrants at an $11.50 strike that are not exercisable within 60 days, so near-term dilution from those warrants is not immediate. The ownership calculation uses a base of 2,754,852 outstanding Class A shares plus the convertible Class B shares.

Corporate Governance Expert

TL;DR Manager-level control with shared voting/dispositive power creates governance influence while formal beneficial ownership is partially disclaimed.

The manager, Harry L. You, is identified as sharing voting and dispositive control over the Sponsor's holdings but disclaims beneficial ownership except for any pecuniary interest. That distinction matters for governance because voting discretion resides with the Sponsor and its manager, which could affect shareholder votes after conversion. The document expressly quantifies shared voting/dispositive power as 1,163,484 shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

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)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

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)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,163,484.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,163,484.00

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)

11

Percent of class represented by amount in row (9)

29.7 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

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)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,163,484.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,163,484.00

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)

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

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);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
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.
(c)	Number of shares as to which the person has:
	(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
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
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

dMY Squared Sponsor, LLC

Signature:	/s/ Harry L. You
Name/Title:	Harry L. You, Managing Member
Date:	09/17/2025

Harry L. You

Signature:	/s/ Harry L. You
Name/Title:	Harry L. You
Date:	09/17/2025

FAQ

How many shares does dMY Squared Sponsor, LLC beneficially own in DMYY?

The Sponsor beneficially owns 1,163,484 shares, representing 29.7% of the class.

Who is reported as sharing voting and dispositive power over the Sponsor's shares?

Harry L. You is identified as the manager who shares voting and investment discretion over the securities held by the Sponsor.

Are there additional convertible securities or warrants disclosed in the filing for DMYY?

Yes. The Sponsor holds 2,884,660 warrants exercisable at $11.50 per share that are not exercisable within 60 days of the filing.

On what basis is the percent ownership calculated in the filing?

Percent ownership is calculated using 2,754,852 outstanding Class A shares plus the 1,163,484 shares issuable upon conversion of Class B shares.

Does Harry L. You claim direct beneficial ownership of the Sponsor's shares?

Mr. You disclaims beneficial ownership of the securities held by the Sponsor except to the extent of any pecuniary interest he may have, directly or indirectly.