| Item 7.01 |
Regulation FD Disclosure. |
Preliminary Redemption Results
dMY Squared Technology
Group, Inc. (the “Company”) encourages shareholders to vote in favor of the proposals included in the Company’s revised definitive proxy statement (the “Revised Definitive Proxy Statement”) filed with the U.S. Securities and
Exchange Commission (the “SEC”) on December 11, 2023. As disclosed in the Revised Definitive Proxy Statement, a special meeting of shareholders (“Special Meeting”) is scheduled to be held at 11:00 a.m. Eastern Time on
January 2, 2024 for the purpose of voting on the proposals described in the Revised Definitive Proxy Statement, including a proposal to amend the Company’s Amended and Restated Articles of Organization (the “Extension Amendment
Proposal”) to extend the date by which the Company must consummate a business combination from January 4, 2024 to January 29, 2024 (the “Initial Extension”) and to allow the Company, without another shareholder vote, by
resolution of the Company’s board of directors, to elect to further extend such date up to twenty-three times for an additional one month each time (each, an “Additional Extension”), until up to December 29, 2025. If the
Extension Amendment Proposal is approved, the Company’s sponsor, its affiliates, or its designees will deposit into the trust account established in connection with the Company’s initial public offering as a loan, (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 of directors has determined to implement an Additional
Extension, with respect to each such Additional Extension, an amount of $50,000.
As of 5:00 p.m. Eastern Time on December 28, 2023, the redemption
deadline, holders of 4,579,414 shares of the Company’s Class A common stock elected to have their shares redeemed, out of a total of 6,319,000 shares of Class A common stock outstanding, which would result in 1,739,586 shares of
Class A common stock remaining after giving effect to such redemptions.
Shareholders who wish to withdraw their previously submitted redemption
request may do so at any time prior to 5:00 p.m. Eastern Time on December 29, 2023, without the Company’s consent, or thereafter with the Company’s consent at any time prior to the Special Meeting. Shareholders may request to reverse
their redemption by contacting the Company’s transfer agent, Continental Stock Transfer & Trust Company, at 1 State Street, 30th Floor, New York, New York 10004, Attn: SPAC Redemption Team, or by email at
spacredemptions@continentalstock.com.
The information in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the Company’s filings under the
Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an
admission as to the materiality of any information of the information contained in this Item 7.01.
Additional Information and Where to Find It
The Company has filed with the SEC and mailed the Revised Definitive Proxy Statement to its shareholders of record as of November 13, 2023 in
connection with the proposals to be voted on at the Special Meeting. Investors and security holders of the Company are advised to read the Revised Definitive Proxy Statement and any amendments thereto, because these documents contain important
information about the proposals and the Company. Shareholders will also be able to obtain copies of the Revised Definitive Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s
proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, Toll-Free (800) 662-5200 or (203) 658-9400,
Email: DMYY.info@investor.morrowsodali.com, or to the Company at dMY Squared Technology Group, Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144.
Participants in the Solicitation
The Company and its
directors and executive officers may be considered participants in the solicitation of proxies with respect to the Special Meeting under the rules of the SEC. Information about the directors and executive officers of the Company and a
description of their interests in the Company and the proposals to be voted on at the Special Meeting are set forth in the Revised Definitive Proxy Statement and the Company’s Annual Report on
Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 30, 2023 (the “Annual Report”). These documents can be obtained free of charge from the
sources indicated above.