dMY Squared Tech Reports New Debt, Equity Sales, Material Agreement

TL;DR

**dMY Squared just took on new debt and might have sold more stock, watch for dilution.**

AI Summary

dMY Squared Technology Group, Inc. filed an 8-K on January 8, 2024, reporting events from January 2, 2024. The filing indicates the company entered into a material definitive agreement, created a direct financial obligation, and potentially engaged in unregistered sales of equity securities. This matters to investors because these actions, especially the creation of a financial obligation and potential equity sales, could impact the company's capital structure and future financial health, potentially diluting existing shareholders or increasing debt burden.

Why It Matters

This filing signals significant corporate actions, including new financial obligations and potential equity sales, which can directly affect shareholder value and the company's financial stability.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation and potential unregistered sales of equity securities introduce financial and dilution risks for existing shareholders.

Analyst Insight

An investor should investigate the specifics of the 'Material Definitive Agreement' and the 'Direct Financial Obligation' to understand their impact on the company's balance sheet and future cash flows. The mention of 'Unregistered Sales of Equity Securities' warrants further scrutiny for potential shareholder dilution.

Key Numbers

• $0.0001 — Class A Common Stock Par Value (This is the nominal value per share of the company's Class A common stock.)
• $11.50 — Redeemable Warrant Exercise Price (This is the price at which each whole redeemable warrant can be exercised for one share of Class A Common Stock.)

Key Players & Entities

• dMY Squared Technology Group, Inc. (company) — the registrant filing the 8-K
• January 2, 2024 (date) — date of the earliest event reported
• January 8, 2024 (date) — date the 8-K was filed
• $0.0001 (dollar_amount) — par value per share of Class A Common Stock
• $11.50 (dollar_amount) — exercise price per share for redeemable warrants

Forward-Looking Statements

• The new financial obligation could lead to increased interest expenses for dMY Squared Technology Group, Inc. (dMY Squared Technology Group, Inc.) — high confidence, target: 2024-12-31
• Unregistered sales of equity securities, if substantial, will result in dilution for existing shareholders. (dMY Squared Technology Group, Inc.) — medium confidence, target: 2024-06-30

FAQ

Key Financial Figures

• $0.0001 — rican Class A common stock, par value $0.0001 per share DMYY NYSE American Rede
• $11.50 — mon stock, each at an exercise price of $11.50 per share DMYY.WS NYSE American In
• $41,667 — to the Initial Extension, an amount of $41,667, and (ii) one business day following th
• $50,000 — such Additional Extension, an amount of $50,000. The foregoing description of the Tru
• $1,750,000 — Payee ") with a principal amount up to $1,750,000 (the " Note "). The Note bears no inter
• $1.00 — converted into warrants, at a price of $1.00 per warrant, at the option of the Payee
• $5,000,001 — y's net tangible assets to be less than $5,000,001 and (ii) the limitation that the Compan
• $24.7 million — s a result, there will be approximately $24.7 million remaining in the Trust Account followin

Filing Documents

• d611250d8k.htm (8-K) — 52KB
• d611250dex31.htm (EX-3.1) — 23KB
• d611250dex101.htm (EX-10.1) — 15KB
• d611250dex102.htm (EX-10.2) — 26KB
• 0001193125-24-004522.txt ( ) — 315KB
• dmyy-20240102.xsd (EX-101.SCH) — 5KB
• dmyy-20240102_def.xml (EX-101.DEF) — 15KB
• dmyy-20240102_lab.xml (EX-101.LAB) — 26KB
• dmyy-20240102_pre.xml (EX-101.PRE) — 16KB
• d611250d8k_htm.xml (XML) — 8KB

01

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 January 2, 2024 (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 January 2, 2024 to January 29, 2024 (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 twenty-three (23) times for an additional one (1) month each time (each, an " Additional Extension " and, together with the Initial Extension, the " Extension ") until up to December 29, 2025 (the " Additional Extended Date "), provided that dMY Squared Sponsor, LLC (the " Sponsor ") or its affiliates or permitted designees deposit into the trust account (the " Trust Account ") established by the Company in connection with its initial public offering (the " IPO ") as a loan (a " Contribution "), (i) on or before January 4, 2024, with respect to the Initial Extension, an amount of $41,667, and (ii) one business day following the public announcement by the Company disclosing that the Board has determined to implement an Additional Extension, with respect to each such Additional Extension, an amount of $50,000. 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 he

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 of this Current Report on Form 8-K with respect to the Note is incorporated by reference in this item to the extent required. The issuance of the Note was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On January 2, 2024, 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 January 4, 2024 to January 29, 2024 and to allow the Company, without another shareholder vote, by resolution of the Board, to elect to further extend the Extended Date up to twenty-three times for an additional one month each time, until up to December 29, 2025 (such proposal, the " Extension Amendment Proposal "); (2) a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (" Class B common stock ") to convert their shares of Class B common stock into shares of Class A common stock of the Company, par value $0.0001 per share (" Class A common stock ") on a one-for-one basis at any time and from time to time at the election of the holder (the " Founder Share Amendment Proposal "); (3) a proposal to amend the Charter to eliminate from the Charter (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company's net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 (the " Redemption Limitation Amendment Proposal "); (4) a proposal to amend the Charter (the " Liquidation Amendment ") to permit the Board, in its sole discretion, to elect to wind up the Company's operations on an earlier date than the Extended Date or Additional Extended Date, as applicable, as determined by the Board and included in a public announcement (the " Liquidation Amendment Proposal "); and (5) a proposal to amend the Trust Agreement to reflect the Extension and the Li

01 Financial Statements and Exhibits

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 January 2, 2024, by and between dMY Squared Technology Group, Inc. and Continental Stock Transfer & Trust Company. 10.2 Promissory Note, dated January 2, 2024, between dMY Squared Technology Group, Inc. and Harry L. You. 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. By: /s/ Niccolo de Masi Name: Niccolo de Masi Title: Chief Executive Officer Dated: January 8, 2024 5

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View this 8-K filing on SEC EDGAR