| Item 1. | |
| (a) | Name of issuer:
dMY Squared Technology Group, Inc. |
| (b) | Address of issuer's principal executive offices:
1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed on behalf of dMY Squared Sponsor, LLC and Harry L. You (the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows:
c/o dMY Squared Technology Group, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144 |
| (c) | Citizenship:
See responses to row 4 on each cover page. |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share |
| (e) | CUSIP No.:
233276104 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See responses to row 9 on each cover page. |
| (b) | Percent of class:
See responses to row 11 on each cover page. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See responses to row 5 on each cover page.
|
| | (ii) Shared power to vote or to direct the vote:
See responses to row 6 on each cover page.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See responses to row 7 on each cover page.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See responses to row 8 on each cover page.
The securities are held directly by dMY Squared Sponsor, LLC (the "Sponsor"). Harry L. You is the manager of the Sponsor and shares voting and dispositive control over the securities held directly by the Sponsor. Mr. You disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)