DMYY dmy Squared Technology Group Inc

Exhibit 3.1

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

            (number, street, city or town, state, zip code)

                (specify the number(s) of articles(s) being amended (I-VI)

(month, day, year)

(check appropriate box)

☐ the incorporators.

☐ the board of directors without shareholder approval and shareholder approval was not required.

☒ the board of directors and the shareholders in the manner required by law and the articles of organization.

“(a) Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) (a) at any time and from time to time at the election of the holder thereof or (b) automatically concurrently with or immediately following the closing of the Business Combination (as defined below).”

“(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 12, 2022, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Shareholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 16 months from the effective date of the Registration Statement, which date may be extended by resolution of the Corporation’s Board of Directors up to twenty-three (23) times for an additional one (1) month each time (each, an “Additional Extension”), to up to 39 months

from the effective date of the Registration Statement; provided that the Sponsor (or its affiliates or designees) will deposit into the Trust Account as a loan (a “Contribution”, and the Sponsor, its affiliates or designees making such Contribution, a “Contributor”), one business day following the public announcement by the Corporation disclosing that the Board of Directors has determined to implement an Additional Extension, with respect to each such Additional Extension, an amount equal to $50,000, in exchange of a non-interest bearing, unsecured convertible promissory note to the Contributor repayable by the Corporation upon consummation of a Business Combination, and (iii) the redemption of shares in connection with a vote seeking to amend such provisions of these Articles as described in Section F 7 of this Article IV. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Shareholders”.”

“(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections F 2(b) and 2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section F 2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in these Articles, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.”

“(d) In the event that the Corporation has not consummated an initial Business Combination within 16 months from the effective date of the Registration Statement, which date may be extended by resolution of the Corporation’s Board of Directors up to twenty-three (23) times for an additional one (1) month each time (provided that the Contributor has made the Contribution), to up to 39 months from the effective date of the Registration Statement (or such earlier date as determined by the Board of Directors and included in a public announcement), the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law.”

“(e) If the Corporation offers to redeem the Offering Shares in conjunction with a shareholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a shareholder meeting held to consider such initial Business Combination.”

“Share Issuances. Except in connection with the conversion of Class B common stock into Class A common stock pursuant to Section A 4 of Article IV where the holders of such shares of Class B common stock have waived any right to receive funds from the Trust Account, prior to the consummation of the Corporation’s initial Business Combination, the Corporation shall not issue any additional shares of capital stock of the Corporation that would entitle the holders thereof to receive funds from the Trust Account or vote as a class with the Class A Common Stock on any initial Business Combination, on any pre-Business Combination activity or on any amendment to this Section F of Article IV.”

“Additional Redemption Rights. If, in accordance with Section F 1(a), any amendment is made to these Articles (a) to modify the substance or timing of the Corporation’s obligation to redeem one hundred percent (100%) of the Offering Shares if the Corporation has not consummated an initial Business Combination within 16 months from the effective date of the Registration Statement, which date may be extended by resolution of the Corporation’s Board of Directors up to twenty-three (23) times for an additional one (1) month each time, to up to 39 months from the effective date of the Registration Statement (provided that the Contributor has made the Contribution), or (b) with respect to any other material provisions of these Articles relating to shareholders’ rights or pre-initial Business Combination activity, the Public Shareholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by the number of then outstanding Offering Shares.”

            (signature of authorized individual)

☐ Chairman of the board of directors,

☒ President,

☐ Other officer,

☐ Court-appointed fiduciary,

On this 2^nd day of January, 2024

Exhibit 10.1

AMENDMENT TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of January 2, 2024, to the Investment Management Trust Agreement is made by and between dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as trustee (“Trustee”).

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of October 4, 2022 (the “Trust Agreement”);

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

WHEREAS, the Company’s Amended and Restated Articles of Organization (our “Charter”) provides that if a Business Combination (as defined herein) is not consummated within fifteen (15) months following the closing of the Company’s initial public offering, the Company may extend such period by two extensions with each extension being three (3)-month periods for up to a maximum of six (6) months in the aggregate, subject to dMY Squared Sponsor, LLC or its affiliates or permitted designees depositing $0.10 per share of Class A common stock of the Company sold in the initial public offering, or $631,900 in the aggregate, into the Trust Account no later than five (5) days’ prior to the fifteen (15)-month and the eighteen (18)-month anniversary of the initial public offering for each three (3)-month extension;

WHEREAS, at a special meeting of the Company’s shareholders held on January 2, 2024 (the “Special Meeting”), the Company’s shareholders holding at least 65% of the outstanding shares of common stock of the Company, voting together as a single class, approved, among other proposals, (i) a proposal to amend the Charter to extend the date by which the Company must consummate a business combination from January 4, 2024, to January 29, 2024 (the “Extended Date”), and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors (the “Board”), to elect to further extend the Extended Date up to twenty-three (23) times for an additional one (1) month each time (each, an “Additional Extension”), until up to December 29, 2025 (the “Additional Extended Date”), provided that the Sponsor (or its affiliates or designees) will deposit into the Trust Account as a loan (a “Contribution”, and the Sponsor, its affiliates or designees making such Contribution, a “Contributor”), one business day following the public announcement by the Company disclosing that the Board has determined to implement an Additional Extension, with respect to each such Additional Extension, an amount equal to $50,000, in exchange of a non-interest bearing, unsecured convertible promissory note to the Contributor repayable by the Company upon consummation of a Business Combination, (ii) a proposal to amend the Charter to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than the Extended Date or Additional Extended Date, as applicable, as determined by the Board and included in a public announcement, and (iii) a proposal to amend the Trust Agreement to make corresponding changes;

WHEREAS, the parties desire to amend the Trust Agreement to reflect the shareholder-approved amendments; and

WHEREAS, capitalized terms used but not defined herein have the meanings ascribed to them in the Trust Agreement.

NOW THEREFORE, IT IS AGREED:

1. The text of Section 1(c) of the Trust Agreement is hereby amended and restated in its entirety to read as follows:

“(c) In a timely manner, upon the written instruction of the Company, (i) hold funds uninvested, (ii) hold funds in an interest-bearing bank demand deposit account, or (iii) invest and reinvest the Property in solely United States government securities within the meaning of Section 2(a)(16) of the Investment Company

Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and while invested or uninvested, the Trustee may earn bank credits or other consideration.”

2. The text of Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety to read as follows:

“Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Co-Chief Executive Officers, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Underwriter, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; provided, however, that if a Termination Letter has not been received by the Trustee prior to January 29, 2024, which date may be extended, in accordance with the Company’s Articles and by resolution of the Corporation’s Board of Directors, up to twenty-three (23) times for an additional one (1) month each time, to up to December 29, 2025, provided that the Contributor has made the Contribution (each as defined in the Company’s Articles), or such earlier date as may be determined by the Board in its sole discretion and included in a public announcement (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of the Last Date;”.

3. Section 1(l) of the Trust Agreement is hereby deleted in its entirety and replaced with the following:

“[omitted]”

4. Footnote 1 of Exhibit B is hereby amended and restated in its entirety to read as follows:

“The Last Date or such later date upon an extension as may be approved by the Company’s shareholders in accordance with the Company’s Articles.”

5. Exhibit E is hereby deleted in its entirety.

6. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

7. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

8. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Sections 6(c) and 6(d) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

9. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

[signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

Exhibit 10.2

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE PROMISSORY NOTE

dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Maker”), promises to pay to the order of Harry L. You (the “Payee”), or order, the principal sum of One Million and Seven Hundred and Fifty Thousand Dollars ($1,750,000) or such lesser amount as has been advanced by Payee to Maker and remains unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. Subject to Section 15, all payments on this Note shall be made by check or wire transfer of immediately available funds to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

[Signature page follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.