Exhibit 10.1

Execution

THIS PROMISSORY NOTE (THE “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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE (OVER-ALLOTMENT)

dMY Squared Technology Group, Inc., a Massachusetts corporation and blank check company (“Maker”), promises to pay to the order of dMY Squared Sponsor, LLC or its registered assigns or successors in interest (“Payee”), or order, the principal sum of forty-seven thousand eight hundred fifty dollars ($47,850) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1. Principal. The principal balance of this Note shall be payable by Maker on the date (the “Maturity Date”) of the consummation of Maker’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). Payee understands that if a Business Combination is not consummated, this Note will be repaid solely to the extent that Maker has funds available to it outside of its trust account to be established in which the proceeds of initial public offering (the “IPO”) to be conducted by Maker (including the deferred underwriter discounts and commissions), the proceeds of the sale of the warrants to be issued in a private placement, and the overfunding loans to be made by Payee to Maker, in each case to occur prior to the consummation of the IPO, are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO (the “Trust Account”), and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated.

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

4. Events of Default. Each of the following shall constitute an event of default (each, an “Event of Default”):

(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the Maturity Date.

(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.

5. Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

6. Conversion. Upon consummation of a Business Combination, Payee shall have the option, but not the obligation, to convert the principal balance of this Note, in whole or in part at the option of Payee, into shares of Class A Common Stock of Maker, par value $0.0001 per share (the “Class A Common Stock”), at a price of $10.00 per shares of Class A Common Stock, as adjusted for any stock splits or combinations; provided that any such conversion may not occur until after the 60th day following the effective date of the registration statement filed in connection with Maker’s IPO. As promptly as reasonably practicable after notice by Payee to Maker to convert the principal balance of this Note into shares of Class A Common Stock, which notice must be made at least five (5) business days prior to the consummation of the Business Combination, and after Payee’s surrender of this Note, Maker shall have issued and delivered to Payee, without any charge to Payee, a share certificate or certificates (issued in the name(s) requested by Payee), or shall have made appropriate book-entry notation on the books and records of Maker, in each case for the number of shares of Class A Common Stock of Maker issuable upon the conversion of this Note.

7. Covenants of Maker. Maker covenants that (i) any share of Class A Common Stock issuable upon conversion of the Note, when so issued, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof and (ii) for so long as the Note is outstanding, Maker will reserve from its authorized and unissued shares of Class A Common Stock sufficient shares in order to perform its obligations under this Note.

7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

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8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (a “Claim”) in or to any monies in, or any distribution of or from the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.

14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

[Signature page follows]

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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.

[Signature Page to Promissory Note (Over-Allotment)]

Acknowledged and agreed to

as of the date first written above.

DMY SQUARED SPONSOR, LLC

[Signature Page to Promissory Note (Over-Allotment)]

Exhibit 10.2

SUBSCRIBER FORFEITURE AGREEMENT

October 11, 2022

dMY Squared Technology Group, Inc.

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

Ladies and Gentlemen:

This Subscriber Forfeiture Agreement (the “Agreement”) is entered into as of October 11, 2022 by and between dMY Squared Sponsor, LLC, a Delaware limited liability company (the “Subscriber”), and dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Company”).

WHEREAS, the Company and the Subscriber entered into that certain Securities Subscription Agreement, dated as of March 3, 2022 (the “Initial Subscription Agreement”), as amended by the Subscriber Forfeiture and Amendment No.1 to the Securities Subscription Agreement dated as of September 8, 2022 (the “Amendment No.1”) and the Subscriber Forfeiture and Amendment No.2 to the Securities Subscription Agreement dated as of September 29, 2022 (the “Amendment No.2”) (as in effect as of the date hereof and as may be further amended, restated, amended and restated, modified, or supplemented from to time, the “Subscription Agreement”) pursuant to which the Subscriber purchased two million, eight hundred seventy-five thousand (2,875,000) shares of Class B common stock, $0.0001 par value per share, of the Company (the “Shares”), up to three hundred seventy-five thousand (375,000) of which are subject to forfeiture if the underwriter of the initial public offering (the “IPO”) of units (the “Units”) of the Company, does not fully exercise its over-allotment option (the “Over-allotment Option”);

WHEREAS, in connection with the reduction of the size of the Company’s IPO from an offering of ten million (10,000,000) Units to an offering of seven million five hundred thousand (7,500,000) Units, the Company and the Subscriber entered into the Amendment No.1 pursuant to which (A) the Subscriber forfeited seven hundred eighteen thousand, seven hundred fifty (718,750) Shares, resulting in an aggregate of two million one hundred fifty-six thousand two hundred fifty (2,156,250) Shares outstanding, of which up to two hundred eighty-one thousand, two hundred fifty (281,250) Shares were intended to be subject to complete or partial forfeiture by the Subscriber if the underwriter of the Company’s IPO fully exercised its Over-allotment Option as described in the Subscription Agreement, and (B) the Company and the Subscriber amended the Initial Subscription Agreement to modify the number of Shares subject to forfeiture in connection with the IPO;

WHEREAS, in connection with the additional reduction of the size of the Company’s IPO from an offering of seven million five hundred thousand (7,500,000) Units to an offering of six million (6,000,000) Units (the “Adjusted IPO”), the Company and the Subscriber entered into the Amendment No.2 pursuant to which (A) the Subscriber forfeited four hundred thirty-one thousand two hundred fifty (431,250) Shares, resulting in an aggregate of one million seven hundred twenty-five thousand (1,725,000) Shares outstanding, of which up to two hundred twenty-five thousand (225,000) Shares were intended to be subject to complete or partial forfeiture by the Subscriber if the underwriter of the Company’s IPO fully exercised its Over-allotment Option as described in the Subscription Agreement, and (B) the Company and the Subscriber further amended the Initial Subscription Agreement to modify the number of Shares subject to forfeiture in connection with the IPO;

WHEREAS, in connection with the Adjusted IPO, the underwriter was granted an option to purchase up to an additional 900,000 units to cover over-allotments, if any. On October 7, 2022, the underwriter exercised its over-allotment option in part (the “Partial Over-Allotment”), and on October 11, 2022, the underwriter purchased 319,000 over-allotment units (the “Over-Allotment Units”) at an offering price of $10.00 per Over-Allotment Unit. Following the purchase of the Over-Allotment Unites, the underwriter informed the Company and the Subscriber that it will not exercise the remaining over-allotment option.

WHEREAS, further to the Partial Over-Allotment, the Subscriber desires to forfeit one hundred forty-five thousand two hundred fifty (145,250) Shares, resulting in an aggregate of one million five hundred seventy-nine thousand seven hundred fifty (1,579,750) Shares outstanding;

WHEREAS, as a result of such forfeiture, the per-Share purchase price will increase from approximately $0.015 per Share to approximately $0.016 per Share;

AND WHEREAS, the Subscriber desires to provide an irrevocable notice of forfeiture of certain Shares to the Company;

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Forfeiture by Subscriber.

(a) In connection with and effective as of the date hereof, the Subscriber hereby agrees that one hundred forty-five thousand two hundred fifty (145,250) Shares shall be automatically forfeited (collectively, the “Subscriber Forfeiture Shares”), resulting in the Subscriber an aggregate of one million five hundred seventy-nine thousand seven hundred fifty (1,579,750) Shares.

(b) The Subscriber Forfeiture Shares forfeited pursuant to this Section 1 shall be cancelled for no consideration and any certificates representing such Subscriber Forfeiture Shares so forfeited shall be cancelled; provided, that to the extent any such certificate represents Shares in addition to any Subscriber Forfeiture Shares, which Shares are not forfeited pursuant to the terms hereof, the Company shall reissue such certificate with respect to the Shares not so forfeited.

2. Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that:

(a) the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject;

(b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and

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(c) prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

3. Further Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

4. Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

5. Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.

6. Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.

7. Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

8. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.

9. Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

[Signature Page Follows.]

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IN WITNESS WHEREOF, the undersigned has caused this Letter Agreement to be duly executed as of the date first above written.

[Signature Page to Sponsor Forfeiture Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Letter Agreement to be duly executed as of the date first above written.

[Signature Page to Sponsor Forfeiture Agreement]