8-K: 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 failure to complete a 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.
• Trading of its Class A common stock, warrants, and units will be suspended from NYSE American at the close of business on September 29, 2025.
• NYSE American will file a Form 25-NSE with the SEC to remove dMY Squared's securities from listing and registration.
• dMY Squared expects its Class A common stock and warrants to begin trading on the OTCQB Market and its units on the OTCID Market, under symbols DMYY, DMYYWS, and DMYYU, respectively, starting September 30, 2025.
• The company will remain a reporting entity under the Securities Exchange Act of 1934, ensuring continued disclosure of financial and operational information.
• Securityholders are not required to exchange any securities, and electronic trading is expected without any material disruption.
• dMY Squared is diligently working to complete its previously announced initial business combination with Horizon Quantum Computing Pte. Ltd. as soon as practicable.
• Upon the transaction's close, 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 move to OTC Markets is a significant negative event, indicating a failure to meet a core SPAC objective. While the company states it will continue to pursue the business combination and maintain reporting, the reduced market visibility and potential liquidity issues are concerning for investors. The positive is the continued effort to complete the merger, but the immediate impact is negative.

Positives

• Continued liquidity and trading access for shareholders will be provided on the OTC Markets.
• The company will remain a reporting entity under the Securities Exchange Act of 1934, ensuring continued disclosure.
• Securityholders are not required to exchange any securities, and electronic trading is expected without material disruption.
• Management is diligently working to complete the business combination with Horizon Quantum Computing Pte. Ltd.

Negatives

• Delisting from NYSE American due to failure to complete an initial business combination within the 36-month timeframe.
• There may be a very limited market for the company's securities on the OTC Market, potentially adversely affecting the trading price.
• No assurance can be provided that securities will continue to trade on the OTC Market, that broker-dealers will provide public quotes, or that trading volume will be sufficient.

Risks

• The inability to complete the business combination with Horizon Quantum Computing, including due to failure to obtain shareholder approvals or other closing conditions.
• The delisting from NYSE American and the subsequent trading on the OTC Markets may result in a very limited market and adversely affect the trading price of securities.
• No assurance can be given that securities will continue to trade on the OTC Market, that broker-dealers will provide public quotes, or that trading volume will be sufficient to provide an efficient trading market.
• The risk that the announcement and pendency of the business combination disrupts Horizon Quantum's current plans and operations.
• The inability to obtain or maintain the listing of Holdco's securities on a stock exchange following the business combination.
• Potential for the business combination agreement to be terminated due to various circumstances.
• The outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination.
• Factors such as competition, the ability of Holdco to grow and manage growth profitably, and the ability to source and retain key employees may affect the recognition of anticipated benefits from the business combination.
• Changes in applicable laws and regulations or political and economic developments could adversely affect the company.
• Horizon Quantum may be adversely affected by other economic, business, and/or competitive factors.
• The amount of redemptions by dMY Squared's public shareholders could impact the cash position of Horizon Quantum following the closing of the business combination.

Future Outlook

dMY Squared 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. The company is diligently working to complete its business combination with Horizon Quantum Computing Pte. Ltd. as soon as practicable, with the combined company's securities expected to be listed on Nasdaq under the ticker HQ upon transaction close.

Management Comments

• "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." Harry You, Chairman, Chief Executive Officer and Chief Financial Officer of dMY Squared.
• "We look forward to continuing to expeditiously proceed to take Horizon Quantum public through a business combination with dMY Squared." Dr. Joe Fitzsimons, Founder and CEO of Horizon Quantum.

Industry Context

This event highlights the inherent challenges and strict timelines associated with Special Purpose Acquisition Companies (SPACs). The delisting from a major exchange like NYSE American and subsequent move to the OTC Markets is a common outcome for SPACs that fail to complete a de-SPAC transaction within the mandated period. For Horizon Quantum Computing, the target company, this transition introduces uncertainty regarding the public listing process, although the intent to complete the merger and list on Nasdaq remains. The quantum computing sector is nascent and high-growth, but the SPAC vehicle's limitations can impede even promising ventures.

Stakeholder Impact

• Shareholders: Will experience a transfer of trading venue from NYSE American to OTC Markets, potentially impacting liquidity and trading price. They will also be required to vote on the proposed business combination.
• Employees: No direct impact mentioned, but the ongoing uncertainty regarding the business combination could indirectly affect future plans and stability.
• Customers/Suppliers: No direct impact mentioned in the filing.
• Creditors: No direct impact mentioned in the filing.

Next Steps

• NYSE American will file a Form 25-NSE with the SEC 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., and Horizon Quantum will prepare and file a registration statement with the SEC, including a preliminary proxy statement and prospectus for the business combination.
• dMY Squared will mail a definitive proxy statement/prospectus to shareholders for voting on the business combination after the registration statement is declared effective.
• Upon transaction close, the combined company's securities are expected to be listed on Nasdaq under the ticker HQ.

Key Dates

Recommendation

The delisting from NYSE American and transfer to the less liquid OTC Markets is a significant negative event for shareholders. While the company intends to complete its business combination with Horizon Quantum and eventually list on Nasdaq, the immediate uncertainty, reduced visibility, and potential for adverse trading conditions on the OTC Markets warrant a sell recommendation. The failure to meet the 36-month deadline for a business combination indicates operational challenges or difficulties in securing the merger, increasing investment risk.

Keywords

SPAC, Delisting, OTC Markets, Business Combination, Horizon Quantum Computing, DMYY, NYSE American, Quantum Computing, Special Purpose Acquisition Company