425: dMY Squared & Horizon Quantum Advance Merger Plans

dMY Squared Technology Group and Horizon Quantum Computing are moving forward with their proposed business combination, filing an investor presentation.

Summary

• dMY Squared Technology Group, Inc. (dMY) and Horizon Quantum Holdings Pte. Ltd. (Holdco), along with Horizon Quantum Computing Pte. Ltd. (Horizon), are proceeding with their previously announced business combination.
• The companies have furnished an investor presentation (Exhibit 99.1) in connection with the proposed merger.
• The business combination agreement was initially entered into on September 9, 2025.
• Holdco and Horizon will file a registration statement on Form F-4 with the SEC, which will include a preliminary proxy statement for dMY and a preliminary prospectus for Holdco.
• A definitive proxy statement/prospectus will be mailed to dMY shareholders for a vote on the Business Combination after the Registration Statement is declared effective.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive, reflecting the ongoing progress towards a significant business combination. However, the extensive list of risks associated with the merger and the nascent quantum computing industry introduces a degree of caution, preventing a higher score.

Positives

• The filing indicates continued progress towards the completion of the business combination between dMY Squared Technology Group and Horizon Quantum Computing.
• The investor presentation suggests active engagement in communicating the merger details to potential investors.

Negatives

• The filing highlights numerous significant risks and uncertainties that could cause actual results to differ materially from expected outcomes.
• The potential for dMY public shareholder redemptions could impact the cash position of Horizon following the closing of the Business Combination.

Risks

• The occurrence of any event, change, or circumstances that could lead to the termination of the Business Combination Agreement.
• The outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination.
• The inability to complete the Business Combination due to failure to obtain shareholder approval or other closing conditions.
• Required changes to the structure of the Business Combination as a result of applicable laws, regulations, or conditions for regulatory approval.
• Uncertainties regarding Horizon's ability to scale and grow its business and achieve expected growth.
• The cash position of Horizon following the closing of the Business Combination.
• The inability to obtain or maintain the listing of Holdco's securities on the New York Stock Exchange, NYSE American, or Nasdaq after the Business Combination.
• The risk that the announcement and pendency of the Business Combination disrupt Horizon's current plans and operations.
• The ability to recognize the anticipated benefits of the Business Combination, which may be affected by competition, Holdco's ability to grow profitably, and its ability to source and retain key employees.
• Costs related to the Business Combination.
• Changes in applicable laws and regulations or political and economic developments.
• The possibility that Horizon may be adversely affected by other economic, business, and/or competitive factors.
• Horizon's estimates of expenses and profitability may prove inaccurate.
• The amount of redemptions by dMY public shareholders.
• Difficulties operating Horizon's quantum processor and the possibility that it does not provide the advantages Horizon expects.
• The ability to successfully or timely consummate the previously-announced approximately $110 million PIPE financing.
• The ability to recognize the benefits of the letter agreement with IonQ, Inc. related to the PIPE financing.
• Other risks and uncertainties included in the Risk Factors sections of dMY's Annual Report, subsequent quarterly reports, and the Registration Statement.

Future Outlook

Expectations include the future performance and anticipated financial impacts of the Business Combination, the satisfaction of closing conditions, and the timing of the completion of the Business Combination. Horizon aims to scale and grow its business, with the combined entity seeking to list its securities on a major exchange.

Industry Context

This announcement is part of a broader trend of Special Purpose Acquisition Company (SPAC) mergers, particularly in emerging technology sectors like quantum computing. The successful completion of this merger would bring Horizon Quantum Computing, a player in the nascent but high-potential quantum computing industry, to the public market, potentially increasing visibility and access to capital for further development and commercialization in a highly competitive and rapidly evolving field.

Legal Proceedings

• The filing notes the risk of legal proceedings that may be instituted against the parties following the announcement of the Business Combination and the Business Combination Agreement, but does not detail any current proceedings.

Stakeholder Impact

• Shareholders of dMY will be required to vote on the Business Combination, and their investment may be impacted by the success of the merger and potential redemptions.
• Employees of Horizon may experience disruption to current plans and operations due to the pendency of the Business Combination.
• Investors and security holders are advised to read the Registration Statement and other documents for important information about the parties and the Business Combination.

Next Steps

• dMY, Holdco, and Horizon will prepare and Holdco and Horizon will file a registration statement on Form F-4 with the SEC.
• After the Registration Statement is declared effective, dMY will mail a definitive proxy statement/prospectus to its shareholders.
• dMY shareholders will vote on the Business Combination at a special meeting.

Key Dates

Keywords

Business Combination, SPAC Merger, Quantum Computing, SEC Filing, dMY Squared Technology Group, Horizon Quantum Computing, Form 425, Form 8-K, PIPE Financing, Investor Presentation