dMY Squared Technology Group, Inc. — Major Shareholding Notification 2022

Oct 7, 2022

SC 13G 1 tm2227780d1_sc13g.htm SC 13G

Field: Rule-Page

Field: /Rule-Page

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

dMY Squared Technology Group, Inc.

(Name of Issuer)

Class A common stock, $0.0001 par value

(Title of Class of Securities)

233276203**

(CUSIP Number)

September 30, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**See Item 2(e)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No. 233276203 13G Page 2 of 7

1.	Names of Reporting Person: Wealthspring Capital LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power	0
6.	Shared Voting Power	622,600
7.	Sole Dispositive Power	0
8.	Shared Dispositive Power	622,600

9.	Aggregate Amount Beneficially Owned by Each Reporting Person	622,600
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)	10.4%
12.	Type of Reporting
Person (See Instructions) IA; OO

Field: Page; Sequence: 2

Field: /Page

CUSIP No. 233276203 13G Page 3 of 7

1.	Names of Reporting Person: Matthew Simpson
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power	0
6.	Shared Voting Power	622,600
7.	Sole Dispositive Power	0
8.	Shared Dispositive Power	622,600

9.	Aggregate Amount Beneficially Owned by Each Reporting Person	622,600
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)	10.4%
12.	Type of Reporting
Person (See Instructions) IN; IA; HC

Field: Page; Sequence: 3

Field: /Page

CUSIP No. 233276203 13G Page 4 of 7

1.	Names of Reporting Person: David Gallers
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	¨
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power	0
6.	Shared Voting Power	622,600
7.	Sole Dispositive Power	0
8.	Shared Dispositive Power	622,600

9.	Aggregate Amount Beneficially Owned by Each Reporting Person	622,600
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)	10.4%
12.	Type of Reporting
Person (See Instructions) IN; IA; HC

Field: Page; Sequence: 6

Field: /Page

CUSIP No. 233276203 13G Page 5 of 7

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, Nevada 89144

Item 2 .

(a)-(c) Name of Persons Filing, Address of Principal Business Office, Citizenship

This statement is being jointly filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”). The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

(i) Wealthspring Capital LLC, a Delaware limited liability company (“Wealthspring”);

(ii) Matthew Simpson, who is a United States citizen and a manager of Wealthspring; and

(iii) David Gallers, who is a United States citizen and a manager of Wealthspring.

The principal business address for Wealthspring and for each of Messrs. Simpson and Gallers is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.

(d) Title and class of securities covered by this statement :

Class A common stock, $0.0001 par value

(e) CUSIP Number :

As of the date of this Schedule 13G, a CUSIP number for the Issuer’s Class A common stock is not available. The CUSIP number for the units which include the Class A common stock is 233276203.

Item 3 .

Not applicable.

Item 4 . Ownership

(a) Each of Wealthspring Capital LLC, Mr. Simpson and Mr. Gallers may be deemed to beneficially own 622,600 Class A common stock.

(b) The number of shares that each of Wealthspring Capital LLC, Mr. Simpson and Mr. Gallers may be deemed to beneficially own constitutes approximately 10.4% of the Class A common stock outstanding.

Field: Page; Sequence: 7

Field: /Page

CUSIP No. 233276203 13G Page 6 of 7

(c) Number of shares as to which such person has

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 622,600

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 622,600

Item 5. . Ownership of Five Percent or Less of a Class .

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6. Ownership of More Than 5 Percent on Behalf of Another Person .

Wealthspring Capital LLC’s clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported on this statement. No one other person’s interest in the securities reported herein is more than 5%.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company or Control Person .

Not applicable.

Item 8. Identification and Classifications of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group .

Not applicable.

Item 10 . Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Field: Page; Sequence: 8

Field: /Page

CUSIP No. 233276203 13G Page 7 of 7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 7, 2022

Wealthspring Capital LLC — By:	/s/ Matthew Simpson	/s/ Matthew Simpson
Name:	Matthew Simpson	Matthew Simpson
Its:	Manager
		/s/ David Gallers
		David Gallers

Field: Page; Sequence: 10

Field: /Page

EXHBIT INDEX

Exhibit No.	Description
99.1	Joint Filing Agreement, dated as of October 7, 2022 by and among Wealthspring Capital LLC, Matthew Simpson and David Gallers.

Field: Page; Sequence: 11; Options: Last

Field: /Page