UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On August 26, 2025, the audit committee (the “Audit Committee”) of the board of directors of dMY Squared Technology Group, Inc. (the “Company”), in consultation with the Company’s management, determined that the Company’s previously issued unaudited condensed financial statements contained in its Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2025, filed with the SEC on May 15, 2025 (the “First Quarter 10-Q”), should no longer be relied upon due to the under-accrual of excise tax payable under the Inflation Reduction Act of 2022 (“IRA”) in connection with the redemption of Public Shares (as defined below) in January 2024 and the corresponding impact on accumulated deficit presented in the balance sheet in the First Quarter 10-Q.
As previously disclosed, the Company held a special meeting of its shareholders on January 2, 2024, for the purpose of seeking shareholder approval of an amendment to the Company’s amended and restated articles of association to extend the date by which the Company has to consummate its initial business combination, among other matters (the “Special Meeting”). In connection with the Special Meeting, an aggregate of 3,980,414 shares of Class A common stock initially issued by the Company as part of the units sold in its initial public offering (such shares, the “Public Shares”) were redeemed and the Company paid approximately $42.0 million to redeeming shareholders on January 4, 2024. The IRA imposes a 1% excise tax on the fair market value of repurchased shares, subject to netting rules and certain exceptions, occurring on or after January 1, 2023. As a result, the Company incurred an excise tax obligation of approximately $420,000. Accrual of this obligation was required. At December 31, 2024, the net impact of excise tax payable was immaterial due to offsetting of over-accrued income taxes. In the first quarter of 2025, the offsetting over-accrual was eliminated, and the full excise tax obligation remained unrecorded, making the error material to the March 31, 2025 financial statements. The error was identified as part of the preparation of the Company’s Quarterly Report on Form 10-Q as of and for the three and six months ended June 30, 2025 (the “Second Quarter 10-Q”).
The Company intends to restate the financial statements in its First Quarter 10-Q. The restatement is limited to recognition of the excise tax liability and related adjustment to accumulated deficit in the unaudited condensed balance sheet as of March 31, 2025, the unaudited condensed statements of changes in shareholders’ deficit for the three months ended March 31, 2025, and the unaudited condensed statement of cash flows for the three months ended March 31, 2025; it does not affect the Company’s cash position or cash held in the trust account established in connection with its initial public offering.
In addition, the Company has evaluated the impact of the identified error on its internal control over financial reporting and disclosure controls and procedures. The Company will report a material weakness in internal control over financial reporting related to this matter and will report that its disclosure controls and procedures were ineffective as of March 31, 2025. The Company has commenced efforts to remediate such material weakness. The Company will report the material weakness and its remediation efforts in its restated First Quarter 10-Q and its forthcoming Second Quarter 10-Q.
The Audit Committee and Company’s management discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Company’s independent registered public accounting firm, WithumSmith+Brown, PC.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements”. Certain of these forward-looking statements can be identified by the use of words such as “intends”, “may”, “will” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, any proposed remediation measures with respect to identified material weaknesses, the Company’s previously disclosed non-compliance with NYSE American continued listing standards relating to timely filing of its periodic reports and its ability to regain and maintain compliance with the requirements of the NYSE American, the outcome of any legal proceedings or government or regulatory action on inquiry that may be instituted against the Company related to the matters disclosed in this Current Report on Form 8-K, and other risks and uncertainties described from time to time in the Company’s filings with the SEC. These statements are based on the Company’s current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
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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. | ||
| By: | /s/ Harry L. You | |
| Name: | Harry L. You | |
| Title: | Chief Executive Officer, Chief Financial Officer and Chairman | |
| Dated: August 26, 2025 | ||
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