8-K: dMY Squared, Horizon Quantum File Draft F-4 for Merger

dMY Squared Technology Group, Inc. and Horizon Quantum Computing Pte. Ltd. announced the confidential submission of a draft Form F-4 registration statement to the SEC for their proposed business combination.

Summary

• Holdco and Horizon Quantum Computing Pte. Ltd. confidentially submitted a draft registration statement on Form F-4 to the SEC.
• This submission is in connection with the previously disclosed business combination with dMY Squared Technology Group, Inc. (dMY).
• The Business Combination Agreement was initially entered into on September 9, 2025.
• Upon closing, Holdco's Class A ordinary shares and warrants are expected to be listed on the Nasdaq Stock Market under the symbols HQ and HQW.
• Horizon Quantum Computing develops a hardware-agnostic software platform to make quantum computing accessible without deep quantum expertise.
• dMY Squared Technology Group, Inc. is a blank check company (SPAC) formed to effect a business combination.

Sentiment

Score: 7

Explanation: The filing indicates positive progress towards a significant corporate event (business combination and public listing) for Horizon Quantum Computing via dMY Squared. While it's a procedural update without new financial data, it confirms the transaction is moving forward as planned, which is generally viewed favorably.

Positives

• The confidential submission of the draft Form F-4 represents a significant procedural step forward in completing the business combination.
• Horizon Quantum Computing's focus on a hardware-agnostic software platform addresses a key barrier to quantum computing adoption, potentially expanding its market.
• Horizon's leadership team, including founder Dr. Joseph Fitzsimons and Chief Science Officer Dr. Si-Hui Tan, possesses extensive experience in quantum computing and computational complexity theory.
• The anticipated Nasdaq listing for Holdco post-merger could enhance liquidity and visibility for the combined entity.

Risks

• The Business Combination Agreement could be terminated due to various events, changes, or circumstances.
• Legal proceedings may be instituted against the parties following the announcement and agreement of the Business Combination.
• The Business Combination may not be completed if shareholder approvals from Horizon and dMY are not obtained, or if other closing conditions are not satisfied.
• Changes to the structure of the Business Combination may be required due to applicable laws, regulations, or as a condition for regulatory approval.
• Uncertainty exists regarding Horizon's ability to scale and grow its business effectively.
• The cash position of Horizon following the closing of the Business Combination is a factor.
• There is a risk of 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 announcement and pendency of the Business Combination could disrupt Horizon's current plans and operations.
• The anticipated benefits of the Business Combination may not be fully realized, potentially affected by competition, Holdco's ability to grow profitably, and its capacity to source and retain key employees.
• Costs related to the Business Combination could be higher than expected.
• Changes in applicable laws and regulations or broader political and economic developments could adversely affect the combined entity.
• 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 could impact the available cash for the combined entity.
• Other risks and uncertainties are detailed in the Risk Factors sections of dMY's Annual Report on Form 10-K (filed April 3, 2025), Quarterly Report on Form 10-Q (filed August 27, 2025), and the Registration Statement on Form F-4.

Future Outlook

Expectations include the future performance and anticipated financial impacts of the Business Combination, the satisfaction of its closing conditions, and the timing of its completion. Holdco's Class A ordinary shares and warrants are expected to be listed on the Nasdaq Stock Market under the symbols HQ and HQW upon the closing of the transaction.

Management Comments

• Harry L. You, Chief Executive Officer, Chief Financial Officer, and Chairman of dMY Squared Technology Group, Inc., signed the report on behalf of the registrant.

Industry Context

This announcement reflects a common strategy for private technology companies, particularly in emerging sectors like quantum computing, to access public markets through a Special Purpose Acquisition Company (SPAC) merger. The quantum computing industry is nascent but holds significant long-term potential, with companies like Horizon aiming to democratize access to this complex technology. The SPAC route offers an alternative to traditional IPOs, often providing faster access to capital and public listing for innovative firms.

Stakeholder Impact

• **dMY Shareholders:** Will be asked to vote on the Business Combination and will receive Holdco securities if the merger is approved.
• **Horizon Shareholders:** Will become shareholders of the combined public entity (Holdco).
• **Employees of Horizon:** Potential for growth and integration into a publicly traded company, with possible changes in corporate structure and benefits.
• **Investors:** Provides updated information regarding the progress of the business combination, which will be crucial for making informed investment decisions once the full F-4 is publicly available.

Next Steps

• The SEC will review the confidentially submitted draft registration statement on Form F-4.
• Holdco and Horizon will file a definitive registration statement on Form F-4, which will include a preliminary proxy statement/prospectus.
• After the Registration Statement is declared effective, dMY will mail a definitive proxy statement/prospectus to its shareholders.
• A record date will be established for dMY shareholders to vote on the Business Combination at a Special Meeting.
• The Business Combination is subject to the satisfaction of customary closing conditions and approval by dMY's and Horizon's shareholders.
• Upon closing, Holdco's Class A ordinary shares and warrants are expected to be listed on the Nasdaq Stock Market under the symbols HQ and HQW.

Key Dates

Recommendation

The filing indicates expected progress towards the completion of the business combination between dMY Squared and Horizon Quantum Computing. While this is a positive procedural step, the full financial and operational details, including valuation and future projections, will be disclosed in the definitive F-4 registration statement. Investors should hold pending further detailed information to make a more informed decision on the combined entity's prospects and valuation.

Keywords

Quantum Computing, SPAC, Business Combination, Merger, Form F-4, Horizon Quantum, dMY Squared, Nasdaq Listing, Technology, Software Platform