425: dMY Squared & Horizon Quantum Announce Merger Update

dMY Squared Technology Group, Inc. and Horizon Quantum Holdings Pte. Ltd. filed an update regarding their proposed business combination, including an investor presentation.

Summary

• dMY Squared Technology Group, Inc. (dMY) entered into a Business Combination Agreement with Horizon Quantum Holdings Pte. Ltd. (Holdco) and Horizon Quantum Computing Pte. Ltd. (Horizon) on September 9, 2025.
• The filing includes an investor presentation (Exhibit 99.1) to be used by dMY, Holdco, and Horizon in connection with the proposed Business Combination.
• Holdco and Horizon will prepare and file a registration statement on Form F-4 with the SEC, which will include a preliminary proxy statement of dMY and a preliminary prospectus of Holdco.
• After the Registration Statement is declared effective, dMY will mail a definitive proxy statement/prospectus to its shareholders for voting on the Business Combination.

Sentiment

Score: 7

Explanation: The filing provides a procedural update on a significant business combination, indicating progress towards a merger in an innovative sector. The mention of PIPE financing and a strategic agreement with IonQ are positive indicators. However, the extensive list of risks associated with the merger and future operations introduces a degree of uncertainty, balancing the overall sentiment.

Positives

• Progression towards a business combination, indicating strategic growth for both entities.
• The inclusion of an investor presentation suggests active communication and engagement with potential investors.
• Mention of an approximately $110 million PIPE financing, indicating capital support for the combined entity.
• Entry into a letter agreement with IonQ, Inc. related to the PIPE financing, suggesting strategic partnerships.

Risks

• The occurrence of any event, change, or circumstances that could give rise 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, including due to the failure to obtain approval of the shareholders of Horizon and dMY or other conditions to closing.
• Changes to the structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval.
• Horizon's ability to scale and grow its business, and the advantages and expected growth of Horizon.
• The cash position of Horizon following closing of the Business Combination.
• The inability to obtain or maintain the listing of Holdco's securities on the New York Stock Exchange, the NYSE American, or Nasdaq following the Business Combination.
• The risk that the announcement and pendency of the Business Combination disrupts Horizon'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 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 may be adversely affected by other economic, business and/or competitive factors.
• Horizon's estimates of expenses and profitability.
• The amount of redemptions by dMY public shareholders.
• Difficulties operating Horizon's quantum processor and the possibility that the quantum processor does not provide the advantages that Horizon expects.
• The ability to successfully or timely consummate the previously-announced approximately $110 million PIPE financing in connection with the Business Combination.
• The entry into the previously-announced letter agreement with IonQ, Inc. related to such PIPE financing, and the ability to recognize the benefits of such letter agreement.
• Other risks and uncertainties included in the Risk Factors sections of the dMY Annual Report, dMY's subsequent quarterly reports and other filings with the SEC, and the Registration Statement and other documents filed or to be filed with the SEC by Horizon, Holdco and dMY.

Future Outlook

The filing outlines the procedural steps for the proposed business combination, including the filing of a Form F-4 registration statement and subsequent mailing of a definitive proxy statement/prospectus to shareholders. It also mentions expectations regarding future performance and anticipated financial impacts of the Business Combination, the satisfaction of closing conditions, and the timing of completion.

Industry Context

The proposed business combination involves a Special Purpose Acquisition Company (SPAC), dMY Squared Technology Group, Inc., and Horizon Quantum Computing Pte. Ltd., a company in the emerging and high-growth quantum computing sector. This transaction reflects the ongoing trend of SPACs merging with innovative technology companies to bring them public, providing capital and market access to cutting-edge industries like quantum computing. The mention of IonQ, Inc. (a publicly traded quantum computing company) in relation to PIPE financing suggests a growing ecosystem and potential for collaboration or competition within the quantum space.

Legal Proceedings

• 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.

Stakeholder Impact

• Shareholders of dMY will vote on the Business Combination and receive a definitive proxy statement/prospectus. Their investment will transition into Holdco securities if the merger completes.
• Shareholders of Horizon and Holdco will become shareholders of the combined entity.
• Investors are provided with important information for making investment decisions regarding the proposed Business Combination.

Next Steps

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

Key Dates

Recommendation

The filing is a procedural update on a proposed business combination, not a financial performance report. While the merger with a quantum computing company and associated PIPE financing are potentially positive long-term developments, significant risks are outlined, and the transaction is not yet complete. Investors should hold existing positions and await further details, including the definitive proxy statement/prospectus, and the successful completion of the merger and financing, before making new investment decisions.

Keywords

Business Combination, SPAC, Merger, Quantum Computing, dMY Squared Technology Group, Horizon Quantum Holdings, Horizon Quantum Computing, SEC Filing, Form 425, PIPE Financing, IonQ