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Filing Details

Accession Number:: 0001193125-22-259457
Form Type:: 13G Filing
Publication Date:: 2022-10-06 20:00:00

Filed By:: Sculptor Capital
Company:: Dmy Squared Technology Group Inc.
Filing Date:: 2022-10-07
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Sculptor Capital	0	300,000	0	300,000	300,000	5.00%
Sculptor Capital II	0	300,000	0	300,000	300,000	5.00%
Sculptor Capital Holding Corp	0	300,000	0	300,000	300,000	5.00%
Sculptor Capital Holding II	0	300,000	0	300,000	300,000	5.00%
Sculptor Capital Management, Inc	0	300,000	0	300,000	300,000	5.00%
Sculptor Master Fund, Ltd		195,000		195,000	195,000	3.25%
Sculptor Special Funding		195,000		195,000	195,000	3.25%
Sculptor Credit Opportunities Master Fund, Ltd		45,000		45,000	45,000	0.75%
Sculptor SC II		60,000		60,000	60,000	1.00%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

dMY Squared Technology Group, Inc.

(Name of Issuer)

Units

(Title of Class of Securities)

233276203

(CUSIP Number)

October 3, 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 13d1(b)

☒ Rule 13d1(c)

☐ Rule 13d1(d)

*	The remainder of this cover page shall be filled out for a reporting persons 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.

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).

CUSIP No. 233276203


(1)	Names of reporting persons Sculptor Capital LP
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 300,000
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 300,000
(9)	Aggregate amount beneficially owned by each reporting person 300,000
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 5.00%
(12)	Type of reporting person (see instructions) IA

CUSIP No. 233276203


(1)	Names of reporting persons Sculptor Capital II LP
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 300,000
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 300,000
(9)	Aggregate amount beneficially owned by each reporting person 300,000
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 5.00%
(12)	Type of reporting person (see instructions) IA

CUSIP No. 233276203


(1)	Names of reporting persons Sculptor Capital Holding Corp.
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 300,000
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 300,000
(9)	Aggregate amount beneficially owned by each reporting person 300,000
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 5.00%
(12)	Type of reporting person (see instructions) CO

CUSIP No. 233276203


(1)	Names of reporting persons Sculptor Capital Holding II LLC
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 300,000
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 300,000
(9)	Aggregate amount beneficially owned by each reporting person 300,000
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 5.00%
(12)	Type of reporting person (see instructions) CO

CUSIP No. 233276203


(1)	Names of reporting persons Sculptor Capital Management, Inc.
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power 0
		(6)	Shared voting power 300,000
		(7)	Sole dispositive power 0
		(8)	Shared dispositive power 300,000
(9)	Aggregate amount beneficially owned by each reporting person 300,000
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 5.00%
(12)	Type of reporting person (see instructions) CO

CUSIP No. 233276203


(1)	Names of reporting persons Sculptor Master Fund, Ltd.
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power
		(6)	Shared voting power 195,000
		(7)	Sole dispositive power
		(8)	Shared dispositive power 195,000
(9)	Aggregate amount beneficially owned by each reporting person 195,000
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 3.25%
(12)	Type of reporting person (see instructions) CO

CUSIP No. 233276203


(1)	Names of reporting persons Sculptor Special Funding, LP
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power
		(6)	Shared voting power 195,000
		(7)	Sole dispositive power
		(8)	Shared dispositive power 195,000
(9)	Aggregate amount beneficially owned by each reporting person 195,000
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 3.25%
(12)	Type of reporting person (see instructions) CO

CUSIP No. 233276203


(1)	Names of reporting persons Sculptor Credit Opportunities Master Fund, Ltd.
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power
		(6)	Shared voting power 45,000
		(7)	Sole dispositive power
		(8)	Shared dispositive power 45,000
(9)	Aggregate amount beneficially owned by each reporting person 45,000
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 0.75%
(12)	Type of reporting person (see instructions) CO

CUSIP No. 233276203


(1)	Names of reporting persons Sculptor SC II LP
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)	SEC use only
(4)	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with:		(5)	Sole voting power
		(6)	Shared voting power 60,000
		(7)	Sole dispositive power
		(8)	Shared dispositive power 60,000
(9)	Aggregate amount beneficially owned by each reporting person 60,000
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
(11)	Percent of class represented by amount in Row (9) 1.00%
(12)	Type of reporting person (see instructions) CO

Sculptor Capital LP (Sculptor), a Delaware limited partnership, is the principal investment manager to a number of private funds and discretionary accounts (collectively, the Accounts).

Sculptor Capital II LP (Sculptor-II), a Delaware limited partnership that is wholly owned by Sculptor, also serves as the investment manager to certain of the Accounts. The Units reported in this Schedule 13G are held in the Accounts managed by Sculptor and Sculptor-II.

Sculptor Capital Holding Corporation (SCHC), a Delaware corporation, serves as the general partner of Sculptor.

Sculptor Capital Holding II LLC (SCHC-II), a Delaware limited liability company that is wholly owned by Sculptor, serves as the general partner of Sculptor-II.

Sculptor Capital Management, Inc. (SCU), a Delaware limited liability company, is a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II.

Sculptor Master Fund, Ltd. (SCMF) is a Cayman Islands company. Sculptor is the investment adviser to SCMF.

Sculptor Special Funding, LP (NRMD) is a Cayman Islands exempted limited partnership that is wholly owned by SCMF.

Sculptor Credit Opportunities Master Fund, Ltd. (SCCO) is a Cayman Islands company. Sculptor is the investment adviser to SCCO.

Sculptor SC II LP (NJGC) is a Delaware limited partnership. Sculptor-II is the investment adviser to NJGC.

The address of the principal business office of Sculptor, Sculptor-II, SCHC, SCHC-II, and SCU is 9 West 57 Street, 39 Floor, New York, NY 10019.

The address of the principal business office of SCMF and SCCO is c/o State Street (Cayman) Trust, Limited, 1 Nexus WaySuite #5203, PO Box 896, Helicona Courtyard, Camana Bay, Grand Cayman, KY1-1103, Cayman.

The address of the principal business office of NRMD is c/o MaplesFS Limited, P.O. Box 1093, Queensgate House, Grand Cayman, KY1-1102, Cayman Islands.

The address of the principal business office of NJGC is c/o The Corporation Trust Company 1209 Orange Street, Wilmington DE 19801.

Item 1(a) Name of issuer:

dMY Squared Technology Group, Inc., a Massachusetts corporation (the Issuer)

Item 1(b) Address of issuers principal executive offices:

1180 North Town Center Drive Suite 100

Las Vegas, NV 89144

2(a) Name of person filing:

Sculptor Capital LP

2(b) Address or principal business office or, if none, residence:

9 West 57^th Street, New York, New York 10019

2(c) Citizenship:

Delaware

2(d) Title of class of securities:

Units, each consisting of one share Class A common stock, par value $0.0001 per share and one-half of one redeemable warrant

2(e) CUSIP No.:

233276203

Item 3.

If this statement is filed pursuant to §§240.13d1(b) or 240.13d2(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);

(b)	☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a8);

(e)	☐ An investment adviser in accordance with §240.13d1(b)(1)(ii)(E);

(f)	☐ An employee benefit plan or endowment fund in accordance with §240.13d1(b)(1)(ii)(F);

(g)	☐ A parent holding company or control person in accordance with §240.13d1(b)(1)(ii)(G);

(h)	☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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. 80a3);

(j)	☐ A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J);

(k)	☐ Group, in accordance with §240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please specify the type of institution: ________________________________

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 300,000

(b) Percent of class: 5.00%

SCHEDULE 13G

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

(ii) Shared power to vote or to direct the vote 300,000.

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

(iv) Shared power to dispose or to direct the disposition of 300,000.

Sculptor and Sculptor-II serve as the principal investment managers to the Accounts and thus may be deemed beneficial owners of the Units in the Accounts managed by Sculptor and Sculptor-II. SCHC-II serves as the sole general partner of Sculptor-II and is wholly owned by Sculptor. SCHC serves as the sole general partner of Sculptor. As such, SCHC and SCHC-II may be deemed to control Sculptor as well as Sculptor-II and, therefore, may be deemed to be the beneficial owners of the Units reported in this Schedule 13G. SCU is the sole shareholder of SCHC, and, for purposes of this Schedule 13G, may be deemed a beneficial owner of the Units reported herein.

As of the close of business on October 3, 2022, the reporting persons may be deemed to have beneficially owned an aggregate of 300,000 shares (or 5.00%) of the Issuers Units. Each Unit consists of one share of the Issuers Class A Common Stock and one-half of one redeemable warrant. The percentages herein were calculated based on 6,000,000 Units, as reported in the Issuers Form 424B4 filed October 3, 2022.

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following ☐.

Dissolution of a group requires a response to this item.

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

See Item 4.

Item 7.

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

N/A

Item 8.

Identification and Classification of Members of the Group.

See Item 4.

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are 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.

Signatures

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.


Date: October 7, 2022	SCULPTOR CAPITAL LP

	By: Sculptor Capital Holding Corporation, its General Partner

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR CAPITAL II LP

	By: Sculptor Capital Holding II LLC, its General Partner
	By: Sculptor Capital LP, its Member
	By: Sculptor Capital Holding Corporation, its General Partner

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR CAPITAL HOLDING CORPORATION

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR CAPITAL HOLDING II LLC

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR CAPITAL MANAGEMENT, INC.

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR MASTER FUND, LTD.

	By: Sculptor Capital LP, its investment manager
	By: Sculptor Capital Holding Corporation, its General Partner

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR SPECIAL FUNDING, LP

	By: Sculptor Capital LP, its investment manager
	By: Sculptor Capital Holding Corporation, its General Partner

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR CREDIT OPPORTUNITIES MASTER FUND, LTD.

	By: Sculptor Capital LP, its Investment Manager
	By: Sculptor Capital Holding Corporation, its General Partner

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer

	SCULPTOR SC II LP

	By: Sculptor Capital II LP, its Investment Manager
	By: Sculptor Capital Holding II LLC, its General Partner
	By: Sculptor Capital LP, its Member
	By: Sculptor Capital Holding Corporation, its General Partner

	Signature:	/s/ Wayne Cohen
	Name:	Wayne Cohen
	Title:	President and Chief Operating Officer