dMY Squared Technology Group Files 8-K with Key Corporate Updates

Ticker: DMYY · Form: 8-K · Filed: Dec 15, 2025 · CIK: 1915380

Sentiment: neutral

Topics: corporate-action, filing, governance

TL;DR

dMY Squared Tech (DMYS) filed an 8-K on 12/15/25 covering material agreements, charter changes, and shareholder votes.

AI Summary

On December 15, 2025, dMY Squared Technology Group, Inc. filed an 8-K report detailing several key events. These include the entry into a material definitive agreement, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential strategic shifts for dMY Squared Technology Group, Inc., which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes to corporate governance, which can introduce new risks or alter existing ones for the company and its investors.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by dMY Squared Technology Group, Inc.?

The filing does not specify the details of the material definitive agreement, only that one was entered into on or before December 15, 2025.

What specific amendments were made to the articles of incorporation or bylaws?

The 8-K filing indicates that amendments were made, but the specific details of these amendments are not provided in the summary information.

What matters were submitted to a vote of security holders?

The filing states that matters were submitted to a vote of security holders, but the specific proposals or resolutions are not detailed in the provided text.

When is dMY Squared Technology Group, Inc.'s fiscal year end?

The company's fiscal year ends on December 31st.

What is the exercise price for the redeemable warrants mentioned?

The exercise price for the redeemable warrants is $11.50 per share.

Filing Stats: 1,065 words · 4 min read · ~4 pages · Grade level 12.1 · Accepted 2025-12-15 17:06:11

Key Financial Figures

Filing Documents

01 Entry Into a M aterial

Item 1.01 Entry Into a M aterial 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.

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

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. 1

Financial Statements and Exhibits

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) 2 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 3

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing