425: dMY Squared & Horizon Quantum File Draft F-4 for Merger

dMY Squared Technology Group and Horizon Quantum Computing confidentially submitted a draft Form F-4 registration statement to the SEC for their proposed business combination.

Summary

• dMY Squared Technology Group, Inc. (dMY), Rose Holdco Pte. Ltd. (Holdco), and Horizon Quantum Computing Pte. Ltd. (Horizon) announced the confidential submission of a draft Form F-4 registration statement to the SEC.
• This submission is in connection with their previously disclosed business combination agreement, which was initially announced on September 9, 2025.
• The Form F-4 will include a preliminary proxy statement for dMY and a preliminary prospectus for Holdco regarding the securities to be offered in the Business Combination.
• 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, subject to SEC review and shareholder approvals.
• Horizon Quantum Computing, founded in 2018 by Dr. Joseph Fitzsimons, develops a hardware-agnostic software platform to make quantum computing accessible to a broader range of software developers.

Sentiment

Score: 6

Explanation: The filing indicates positive progress on a previously announced business combination, which is a neutral to slightly positive development. It's a procedural step, not a major new announcement of financial performance or strategic shift, hence a moderate score.

Positives

• The confidential submission of the draft Form F-4 marks a procedural step forward in the completion of the business combination, indicating progress towards closing the deal.
• The anticipated listing of Holdco's securities on Nasdaq under HQ and HQW post-merger suggests a move to a major exchange, potentially increasing liquidity and investor visibility for the combined entity.

Negatives

• No specific negative financial or operational results were disclosed in this filing, as it primarily concerns a procedural step in a business combination.

Risks

• Actual results of Horizon and dMY may differ materially from expectations, estimates, and projections.
• 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 of the Business Combination.
• Inability to complete the Business Combination due to failure to obtain shareholder approvals or other closing conditions.
• Changes to the structure of the Business Combination may be required by laws, regulations, or as a condition for regulatory approval.
• Uncertainty regarding Horizon's ability to scale and grow its business and realize expected growth.
• Uncertainty regarding the cash position of Horizon following the closing of the Business Combination.
• Inability to obtain or maintain the listing of Holdco's securities on the New York Stock Exchange, NYSE American, or Nasdaq.
• The announcement and pendency of the Business Combination could disrupt Horizon's current plans and operations.
• Inability to recognize the anticipated benefits of the Business Combination, potentially affected by competition, Holdco's ability to grow profitably, and retention of key employees.
• Costs related to the Business Combination could be higher than anticipated.
• Changes in applicable laws and regulations or political and economic developments could adversely affect the business combination.
• 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 capital available to the combined entity.
• Other risks and uncertainties are included in the Risk Factors sections of dMY's Annual Report on Form 10-K, Quarterly Report on Form 10-Q, 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. Holdco's securities are expected to be listed on Nasdaq under HQ and HQW upon closing.

Management Comments

• Harry L. You, Chief Executive Officer, Chief Financial Officer, and Chairman of dMY Squared Technology Group, Inc., signed the Form 8-K.

Industry Context

This announcement reflects the ongoing trend of Special Purpose Acquisition Companies (SPACs) like dMY Squared Technology Group merging with private companies, particularly in high-growth technology sectors such as quantum computing. Horizon Quantum Computing's focus on a hardware-agnostic software platform aligns with the broader industry need to make complex quantum technology more accessible and user-friendly, potentially accelerating adoption and development in the nascent quantum computing market.

Legal Proceedings

• The filing mentions the risk of '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,' but does not disclose any current legal proceedings.

Stakeholder Impact

• **Shareholders of dMY**: Will vote on the Business Combination and will receive a definitive proxy statement/prospectus with important information. Their investment will transition from a SPAC to a stake in the combined quantum computing entity.
• **Shareholders of Horizon**: Will also need to approve the Business Combination, leading to their company becoming publicly traded.
• **Employees of Horizon**: The announcement and pendency of the Business Combination could potentially disrupt current plans and operations, as noted in the risks.
• **Customers and Suppliers**: Potential impact from Horizon's ability to scale and grow its business post-merger, and the ability of Holdco to manage growth profitably.

Next Steps

• Completion of the SEC review process for the draft registration statement on Form F-4.
• Filing of a definitive proxy statement/prospectus with the SEC.
• Mailing of the definitive proxy statement/prospectus to dMY's shareholders.
• Establishment of a record date for voting on the Business Combination.
• Holding a special meeting of dMY's shareholders to vote on the Business Combination.
• Obtaining approval from dMY's and Horizon's shareholders.
• Satisfaction of customary closing conditions for the Business Combination.
• Listing of Holdco's Class A ordinary shares and warrants on the Nasdaq Stock Market under symbols HQ and HQW upon closing.

Key Dates

Recommendation

The filing details a procedural step in a previously announced business combination, specifically the confidential submission of a draft F-4. While this indicates progress, it does not provide new fundamental information that would significantly alter the investment thesis for dMY. Investors should hold and await further details from the definitive proxy statement/prospectus, including valuation, financial projections, and the full risk profile of the combined entity, before making a buy or sell decision. The successful completion of the merger and subsequent Nasdaq listing are positive, but the inherent risks of SPAC mergers and early-stage technology companies remain.

Keywords

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