Press release·03/19/2026 07:31:45

Overview

dMY Squared Technology Group, Inc. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The company was incorporated in Massachusetts and is considered an emerging growth company.

As of December 31, 2025, dMY Squared had not commenced any operations, with all activity related to its formation and the Initial Public Offering (IPO) in October 2022, as well as the search for a prospective initial business combination since the IPO. The company will not generate any operating revenues until after the completion of its initial business combination.

dMY Squared’s Sponsor is dMY Squared Sponsor, LLC, a Delaware limited liability company. The company completed its IPO on October 4, 2022, raising $60 million by issuing 6 million units at $10 per unit, and an additional $3.2 million from the partial exercise of the underwriter’s over-allotment option. Simultaneously, the company completed a private placement of 2.84 million warrants to the Sponsor for $2.8 million.

Upon the closing of the IPO and related transactions, approximately $64.1 million was placed in a trust account and invested in U.S. government securities or money market funds. The company has until March 29, 2026 (or up to June 29, 2026 if extended) to complete an initial business combination, after which it will liquidate and return the funds in the trust account to public shareholders.

Liquidity and Capital Resources; Going Concern Consideration

As of December 31, 2025, dMY Squared had minimal cash and a working capital deficit of approximately $8.2 million. The company has incurred and expects to continue incurring significant costs in pursuit of an acquisition. Prior to the IPO, the company’s liquidity needs were met through a $25,000 payment from the Sponsor to purchase founder shares and a $145,000 loan, which was repaid. Since the IPO, liquidity has been provided by the net proceeds held outside the trust account and advances from related parties.

In January 2024, the company issued a $1.75 million convertible note to the Sponsor’s affiliate to finance transaction costs and the Contribution to the trust account for extensions. As of December 31, 2025, $1.19 million was outstanding under this note.

Management has determined that the company’s liquidity condition and potential mandatory liquidation raise substantial doubt about its ability to continue as a going concern through the earlier of the liquidation date or the completion of an initial business combination.

Risks and Uncertainties

dMY Squared faces risks and uncertainties related to global economic conditions, geopolitical tensions, inflation, interest rates, and supply chain disruptions, which could adversely affect its ability to complete a business combination. The company also expects to be subject to a 1% U.S. federal excise tax on any redemptions of its public shares in connection with a business combination, which could reduce the available cash.

Results of Operations

dMY Squared has not generated any operating revenues to date, with all activity related to its formation, IPO preparation, and the search for a business combination. For the year ended December 31, 2025, the company reported a net loss of $17.8 million, primarily due to $4.4 million in general and administrative expenses, $14.3 million in losses from changes in the fair value of warrant liabilities, and $163,000 in tax expenses, partially offset by $1.1 million in interest income.

For the year ended December 31, 2024, the company reported a net loss of $819,000, consisting of $1.1 million in general and administrative expenses, $482,000 in tax expenses, partially offset by a $544,000 gain from changes in the fair value of warrant liabilities and $1.3 million in interest income.

Contractual Obligations

dMY Squared has the following key contractual obligations:

• Administrative Services Agreement: The company pays its Sponsor $10,000 per month for office space and administrative support, which will continue until the completion of a business combination or liquidation.
• Registration Rights: The holders of founder shares, private placement warrants, and other warrants have registration rights.
• Underwriting Agreement: The company owes the underwriter a $0.14 per unit underwriting discount and $0.35 per unit deferred underwriting commission, payable upon completion of a business combination.
• Overfunding Loans: The Sponsor has provided $947,850 in overfunding loans to be held in the trust account, which will be repaid or converted into shares upon a business combination.
• Convertible Promissory Note: The company issued a $1.75 million convertible note to the Sponsor’s affiliate, which is repayable upon a business combination or liquidation.

Critical Accounting Estimates

The key critical accounting estimates relate to the fair value measurement of the company’s warrant liabilities, which are recognized as derivative liabilities and adjusted to fair value at each reporting period.

Off-Balance Sheet Arrangements and Contractual Obligations

As of December 31, 2025, dMY Squared did not have any off-balance sheet arrangements or material contractual obligations.

JOBS Act

As an emerging growth company, dMY Squared has elected to delay the adoption of new or revised accounting standards and is exempt from certain disclosure requirements applicable to non-emerging growth public companies.