425: dMY Squared Delisted from NYSE, Moves to OTC Markets

dMY Squared Technology Group, Inc. will be delisted from NYSE American and its securities will begin trading on the OTC Markets due to its failure to complete an initial business combination within 36 months.

Summary

• dMY Squared Technology Group, Inc. (DMYY) failed to complete its initial business combination within 36 months of its initial public offering registration statement's effective date, September 29, 2025.
• As a result, trading of its Class A common stock, warrants, and units on NYSE American will be suspended at the close of business on September 29, 2025.
• NYSE American will file a Form 25-NSE to remove dMY Squared's securities from listing and registration.
• The company expects its Class A common stock (DMYY), warrants (DMYYWS), and units (DMYYU) to begin trading on the OTCQB Market and OTCID Market, respectively, starting at the open of trading on September 30, 2025.
• dMY Squared will remain a reporting entity under the Securities Exchange Act of 1934, providing continued disclosure of financial and operational information.
• The company is diligently working to complete its previously announced initial business combination with Horizon Quantum Computing Pte. Ltd. as soon as practicable.
• Upon the closing of the business combination, the securities of the combined company are expected to be listed on Nasdaq under the ticker HQ.

Sentiment

Score: 3

Explanation: The delisting from NYSE American and transfer to the less liquid OTC Markets is a clear negative event, indicating a failure to meet a key SPAC milestone. However, the company is actively pursuing its business combination with Horizon Quantum Computing, with an expectation of a future Nasdaq listing for the combined entity, which mitigates some of the immediate negative impact.

Positives

• The company will remain a reporting entity under the Securities Exchange Act of 1934, ensuring continued disclosure of financial and operational information.
• Securityholders will not be required to exchange any securities, and electronic trading is expected to be available without material disruption on the OTC Markets.
• Management is diligently working to complete the business combination with Horizon Quantum Computing Pte. Ltd.
• The combined company's securities are expected to be listed on Nasdaq under the ticker HQ after the transaction closes.

Negatives

• Delisting from NYSE American due to failure to complete a business combination within the 36-month deadline.
• Potential for a very limited market and adverse impact on the trading price of securities on the OTC Market.
• No assurance that securities will continue to trade on the OTC Market, or that trading volume will be sufficient to provide for an efficient trading market.

Risks

• The inability to complete the business combination, including due to the failure to obtain approval of the shareholders of Horizon Quantum and dMY Squared or other conditions to closing the business combination.
• The delisting of dMY Squared's securities from NYSE American, subsequent trading on the OTC Markets, and the inability to obtain or maintain the listing of Holdco's securities on a stock exchange following the business combination.
• The risk that the announcement and pendency of the business combination disrupts Horizon Quantum's current plans and operations.
• The ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of Holdco to grow and manage growth profitably, and the ability to source and retain its key employees.
• Costs related to the business combination.
• Changes in applicable laws and regulations or political and economic developments.
• The possibility that Horizon Quantum may be adversely affected by other economic, business, and/or competitive factors.
• Uncertainty regarding Horizon Quantum's estimates of expenses and profitability.
• The amount of redemptions by dMY Squared's public shareholders.
• The outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination and the business combination agreement.

Future Outlook

The company expects its Class A common stock and warrants to begin trading on the OTCQB Market and its units on the OTCID Market starting September 30, 2025. Management is diligently working to complete the business combination with Horizon Quantum Computing Pte. Ltd. as soon as practicable. Upon closing of the business combination, the securities of the combined company are expected to be listed on Nasdaq under the ticker HQ.

Management Comments

• Harry You, Chairman, CEO, and CFO of dMY Squared, stated: "This transition provides continued liquidity and trading access for shareholders while dMY Squared completes its previously-announced business combination with Horizon Quantum Computing Pte. Ltd."
• Dr. Joe Fitzsimons, Founder and CEO of Horizon Quantum, stated: "We look forward to continuing to expeditiously proceed to take Horizon Quantum public through a business combination with dMY Squared."

Industry Context

This event highlights the challenges faced by Special Purpose Acquisition Companies (SPACs) in completing business combinations within their mandated timelines, a common issue in the current market environment. The move to OTC Markets is a typical consequence for SPACs that fail to de-SPAC on time, often leading to reduced liquidity and investor interest. The ongoing effort to merge with Horizon Quantum Computing, a quantum computing company, indicates a continued focus on high-growth technology sectors, despite the initial listing setback.

Comparison to Industry Standards

• The delisting from NYSE American due to the 36-month deadline is a standard consequence for SPACs that do not complete a business combination within their charter's timeframe, similar to other SPACs that have faced liquidation or moved to OTC markets.
• The planned listing on Nasdaq for the combined entity (Horizon Quantum) is a common goal for technology companies, particularly in emerging fields like quantum computing, seeking broader market access and investor visibility, comparable to other de-SPAC transactions that successfully list on major exchanges.

Stakeholder Impact

• Shareholders: Will experience a delisting from NYSE American, transfer to less liquid OTC Markets, and potential adverse impact on trading price. They will need to vote on the business combination.
• Employees: No direct impact mentioned, but successful completion of the business combination could secure future employment within the combined entity.
• Customers/Suppliers: No direct impact mentioned for dMY Squared, but Horizon Quantum's operations could be affected by the pendency of the business combination.

Next Steps

• NYSE American will file a Form 25-NSE to remove dMY Squared's securities from listing and registration.
• dMY Squared's Class A common stock, warrants, and units are expected to begin trading on the OTCQB Market and OTCID Market on September 30, 2025.
• dMY Squared, Horizon Quantum Holdings Ltd. (Holdco), and Horizon Quantum will prepare and file a registration statement with the SEC, including a preliminary proxy statement and prospectus for the business combination.
• After the registration statement is declared effective, dMY Squared will mail a definitive proxy statement/prospectus to its shareholders for voting on the business combination.
• Upon closing of the business combination, the securities of the combined company are expected to be listed on Nasdaq under the ticker HQ.

Key Dates

Recommendation

The delisting from NYSE American and move to the OTC Markets is a significant negative event, typically leading to reduced liquidity and potential price depreciation. However, the company is actively pursuing its business combination with Horizon Quantum Computing, with an expectation of a future Nasdaq listing for the combined entity. This ongoing merger provides a potential upside, but the immediate uncertainty and reduced market access warrant a "hold" rather than a "buy" or "sell" until the merger's completion and the new listing are more certain. Investors should monitor the progress of the business combination closely.

Keywords

SPAC, Delisting, OTC Markets, Business Combination, Horizon Quantum Computing, Quantum Computing, De-SPAC, NYSE American