8-K - DMYY - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 15, 2025

DMY SQUARED TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Massachusetts	001-41519	88-0748933
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(Address of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (702) 781-4313

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units,<br> each consisting of one share of Class A common stock and one-half of one redeemable warrant	DMYYU	OTC<br> Markets Group, Inc.
Class<br> A common stock, par value $0.0001 per share	DMYY	OTC<br> Markets Group, Inc.
Redeemable<br> warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	DMYYW	OTC<br> Markets Group, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01	Entry Into a MaterialDefinitive Agreement.

Amendmentto 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 AgreementAmendment”) 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 “AdditionalExtension” 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.

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.

Item 5.07	Submissionof 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.

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 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)

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

Exhibit 3.1

ARTICLES OF AMENDMENT TO THEAMENDED AND RESTATED ARTICLES OF ORGANIZATIONOF DMY SQUARED TECHNOLOGY GROUP, INC.

(1)	Exact name of the Corporation: dMY Squared Technology Group, Inc.
(2)	Registered Office Address: 44 School Street, Suite 505, Boston, MA 02108.
---	---
(3)	These articles of amendment affect article(s): IV
---	---
(4)	Date adopted: December 15, 2025
---	---
(5)	Approved by:
---	---

(check appropriate box)

☐	the incorporators.
☐	the board of directors without shareholder approval and shareholder approval was not required.
---	---
☒	the board of directors and the shareholders in the manner required by law and the articles of organization.
---	---
(6)	State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions or implementing the exchange, reclassification or cancellation of issued shares.
---	---
1.	The text of Section F 1(b) of Article IV of the Amended and Restated Articles of Organization is hereby amended and restated to read in its entirety as follows:
---	---

“(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 12, 2022, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Shareholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 40 months from the effective date of the Registration Statement, which date may be extended by resolution of the Corporation’s Board of Directors up to five times for an additional one month each time, to up to 45 months from the effective date of the Registration Statement, and (iii) the redemption of shares in connection with a vote seeking to amend such provisions of these Articles as described in Section F 7 of this Article IV. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Shareholders”.”

2.	The text of Section F 2(d) of Article IV of the Amended and Restated Articles of Organization is hereby amended and restated to read in its entirety as follows:

“(d) In the event that the Corporation has not consummated an initial Business Combination within 40 months from the effective date of the Registration Statement, which date may be extended by resolution of the Corporation’s Board of Directors up to five times for an additional one month each time, to up to 45 months from the effective date of the Registration Statement (or such earlier date as determined by the Board of Directors and included in a public announcement), the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law.”

3.	The text of Section F 7 of Article IV of the Amended and Restated Articles of Organization is hereby amended and restated to read in its entirety as follows:

“Additional Redemption Rights. If, in accordance with Section F 1(a), any amendment is made to these Articles (a) to modify the substance or timing of the Corporation’s obligation to redeem one hundred percent (100%) of the Offering Shares if the Corporation has not consummated an initial Business Combination within 40 months from the effective date of the Registration Statement, which date may be extended by resolution of the Corporation’s Board of Directors up to five times for an additional one month each time, to up to 45 months from the effective date of the Registration Statement, or (b) with respect to any other material provisions of these Articles relating to shareholders’ rights or pre-initial Business Combination activity, the Public Shareholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by the number of then outstanding Offering Shares.”

4.	The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified.

[signature page follows]

IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Amended and Restated Certificate of Amendment to be duly executed in its name and on its behalf by an authorized officer as of this 15th day of December, 2025.

DMY SQUARED TECHNOLOGY GROUP, INC.
/s/ Harry L. You
Name:	Harry L. You
Title:	Chairman and Chief Executive Officer

Exhibit 10.1

AMENDMENT TO THEINVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 2 (this “Amendment”), dated as of December 15, 2025, to the Investment Management Trust Agreement is made by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as trustee (“Trustee”).

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of October 4, 2022 (the “Trust Agreement”);

WHEREAS, the Company and the Trustee first amended the Investment Management Trust Agreement as of January 2, 2024 (“Amendment No. 1”);

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

WHEREAS, the Company’s Amended and Restated Articles of Organization, as amended (our “Charter”) provides that if a Business Combination (as defined herein) is not consummated within 16 months from the effective date of the registration statement filed in connection with the Company’s initial public offering, which date may be extended by resolution of the Company’s board of directors (the “Board”) up to twenty-three (23) times for an additional one (1) month each time, to up to 39 months from the effective date of such registration statement, provided that the Company’s sponsor (or its affiliates or designees) would deposit into the trust account established in connection with the Company’s initial public offering (the “Trust Account”) as a loan, one business day following the public announcement of an additional monthly extension, an amount equal to $50,000;

WHEREAS, at a special meeting of the Company’s shareholders held on December 15, 2025 (the “Special Meeting”), the Company’s shareholders holding at least 65% of the outstanding shares of common stock of the Company, voting together as a single class, approved, (i) a proposal to amend the Charter to extend the date by which the Company must consummate a business combination (the “Deadline Date”) from December 29, 2025, to January 29, 2026, and to allow the Company, without another shareholder vote, by resolution of the Company’s Board, to elect to further extend the Deadline Date up to five times for an additional one month each time, until up to June 29, 2026, and (ii) a proposal to amend the Trust Agreement to make a corresponding change;

WHEREAS, the parties desire to amend the Trust Agreement to reflect the shareholder-approved amendments; and

WHEREAS, capitalized terms used but not defined herein have the meanings ascribed to them in the Trust Agreement.

NOW THEREFORE, IT IS AGREED:

1.	The text of Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety to read as follows:

“Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the Board or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Underwriter, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; provided, however,

that if a Termination Letter has not been received by the Trustee (x) prior to January 29, 2026, which date may be extended by resolution of the Corporation’s Board of Directors up to five times for an additional one month each time, until up to June 29, 2026, or (y) upon the end of a 30-day cure period after the date any additional amount of funds were required to be deposited in the Trust Account as a condition of any extension of such date approved by the Company’s shareholders but were not deposited, or (z) such earlier date as may be determined by the Board in its sole discretion and included in a public announcement (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of the Last Date;”.

2.	All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
3.	This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
---	---
4.	This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Sections 6(c) and 6(d) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
---	---
5.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
---	---

[signature page follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to the Investment Management Trust Agreement to be duly executed in their name and on their behalf by an authorized officer as of this 15 day of December, 2025.

CONTINENTAL STOCK TRANSFER & TRUST COMPANY,<br><br>as Trustee
By:	/s/ Francis Wolf
Name:	Francis Wolf
Title:	Vice President

DMY SQUARED TECHNOLOGY GROUP, INC.

By:	/s/ Harry L. You
Name:	Harry L. You
Title:	Chief Financial Officer and Chairman