SCHEDULE: National Philanthropic Trust Discloses 9% Stake in dMY Squared

National Philanthropic Trust has filed a Schedule 13D, disclosing beneficial ownership of 231,520 Class A common shares, representing 9.0% of dMY Squared Technology Group, Inc., received as a donation.

Summary

• National Philanthropic Trust (NPT) beneficially owns 231,520 shares of dMY Squared Technology Group, Inc.'s Class A common stock.
• This ownership represents 9.0% of the Issuer's outstanding Class A common stock, calculated based on 2,570,106 total shares.
• The shares were received as a gift from Niccolo de Masi, who previously converted 231,520 Class B shares into Class A shares on a one-for-one basis.
• NPT's purpose for holding these shares is in furtherance of its charitable mission.
• NPT is subject to existing agreements, including the Sponsor Support Agreement (dated September 9, 2025) and certain provisions of the Insider Letter (dated October 4, 2022), which govern transfers and voting.
• NPT anticipates entering into a Lock-Up Agreement and a Registration Rights Agreement at the closing of the Business Combination.
• After the expiration of transfer restrictions, NPT intends to sell the shares in an orderly manner, though specific quantities and timing are undetermined.

Sentiment

Score: 5

Explanation: The filing is largely neutral, reporting a change in beneficial ownership due to a charitable donation. While it introduces potential future selling pressure, this is a standard disclosure for such an event and the intent to sell 'in an orderly manner' mitigates immediate negative sentiment.

Positives

• The donation of shares to National Philanthropic Trust supports its charitable purposes.
• The trust's stated intention to sell shares in an "orderly manner" suggests a potential effort to minimize market disruption.

Negatives

• The stated intention to sell the 231,520 Donated Shares after the lock-up period could create future selling pressure on dMY Squared Technology Group, Inc.'s Class A common stock.

Risks

• Future Selling Pressure: The Reporting Person anticipates selling the 231,520 Donated Shares after the closing of the Business Combination and the expiration of transfer restrictions, which could negatively impact the stock price.
• Lock-Up Restrictions: The Reporting Person will be subject to a Lock-Up Agreement, prohibiting certain transfers of the Donated Shares for a specified period after the Business Combination, limiting liquidity during that time.
• Business Combination Contingency: The Lock-Up and Registration Rights Agreements are contingent on the closing of the Business Combination, introducing a dependency on that event.

Future Outlook

National Philanthropic Trust anticipates entering into a Lock-Up Agreement and a Registration Rights Agreement upon the closing of the Business Combination. Following the expiration of transfer restrictions, the Trust intends to sell the 231,520 Donated Shares in an orderly manner, potentially utilizing a resale registration statement, though the specific quantity and timing of sales are yet to be determined.

Industry Context

This filing reflects a common occurrence in the SPAC (Special Purpose Acquisition Company) lifecycle, where initial sponsors or their affiliates may donate shares to charitable organizations. The subsequent disclosure via Schedule 13D provides transparency regarding significant ownership changes and potential future market activity, particularly concerning lock-up periods and orderly liquidation strategies post-business combination.

Legal Proceedings

• The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.
• The Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years.

Related Party Transactions

• National Philanthropic Trust received a donation of 231,520 shares of Class A common stock from Niccolo de Masi, who is understood to be a member of dMY Squared Sponsor, LLC, the entity from which he originally received Class B shares.

Stakeholder Impact

• Shareholders: The disclosure of a significant block of shares (9.0%) held by a charitable trust with an intent to sell after lock-up could introduce future selling pressure, potentially impacting share price.
• Company (dMY Squared Technology Group, Inc.): The company gains a new significant shareholder, albeit one with a stated intent to liquidate its position over time. The agreements (Sponsor Support, Insider Letter, Lock-Up, Registration Rights) ensure a structured process for this ownership.

Next Steps

• Closing of the Business Combination, at which point National Philanthropic Trust anticipates entering into a Lock-Up Agreement and a Registration Rights Agreement.
• Expiration or termination of transfer restrictions imposed by the Insider Letter and Lock-Up Agreement.
• Orderly sale of the 231,520 Donated Shares by National Philanthropic Trust, potentially through a resale registration statement.

Key Dates

Keywords

dMY Squared Technology Group, National Philanthropic Trust, Schedule 13D, Beneficial Ownership, Class A Common Stock, Niccolo de Masi, Sponsor Support Agreement, Lock-Up Agreement, Registration Rights Agreement, Charitable Donation, SEC Filing