DEF: dMY Squared Seeks Extension for Horizon Quantum Merger

dMY Squared Technology Group, Inc. is seeking shareholder approval to extend its deadline to complete a business combination with Horizon Quantum Computing Pte. Ltd. until June 29, 2026, following its delisting from NYSE American.

Summary

• A Special Meeting will be held virtually on December 15, 2025, at 10:00 a.m. Eastern Time, for shareholders to vote on three proposals.
• The Extension Amendment Proposal seeks to amend the Company's Charter to extend the business combination deadline from December 29, 2025, to January 29, 2026, with the possibility of up to five additional one-month extensions, reaching June 29, 2026.
• The Trust Agreement Amendment Proposal aims to amend the Investment Management Trust Agreement to reflect this extension, and its approval is cross-conditioned on the Extension Amendment Proposal.
• The Adjournment Proposal allows the Board to adjourn the Special Meeting if there are insufficient votes for the other proposals or if more time is needed to effectuate the Extension.
• The Board unanimously recommends voting FOR all three proposals, citing the best interests of the Company and its shareholders to complete the Business Combination with Horizon Quantum Computing Pte. Ltd.
• The Company entered into a Business Combination Agreement with Horizon Quantum Computing Pte. Ltd. on September 9, 2025, but the Board has determined there is insufficient time to consummate it by the current deadline.
• Failure to approve the Extension Amendment Proposal and Trust Agreement Amendment Proposal would force the Company to liquidate.
• The Company's securities were delisted from NYSE American on September 29, 2025, due to not completing a business combination within 36 months of its IPO, and now trade on the OTCQB Market.
• A prior extension on January 2, 2024, resulted in the redemption of 3,980,414 shares, with approximately $42.0 million paid to redeeming shareholders.
• The Trust Account held approximately $27,298,111.87 as of November 19, 2025, with an estimated per-share redemption price of $11.67.
• The closing price of the Company's Class A common stock on the OTC Markets on November 19, 2025, was $11.86.
• The Sponsor holds 36.4% of the Company's outstanding common stock and intends to vote in favor of the proposals; an additional 28.6% of outstanding common stock (1,239,696 shares) is needed for approval of the Extension and Trust Agreement Amendments.

Sentiment

Score: 3

Explanation: The company is facing significant challenges, including delisting from a major exchange and the need for multiple extensions to complete its business combination. While the Board is optimistic about the Horizon deal, the history of high redemptions and the current illiquidity of its shares on the OTC market present substantial risks to shareholders. The potential for further redemptions and the excise tax further diminish the value proposition.

Positives

• The Board unanimously recommends the extension, believing it is in the best interest of shareholders to complete the Business Combination with Horizon Quantum Computing.
• A definitive Business Combination Agreement with Horizon Quantum Computing Pte. Ltd. is already in place, indicating a target has been identified.
• The Sponsor has agreed to waive redemption rights for its founder shares and public shares, and to cover liquidation costs if the business combination fails and funds outside the Trust Account are insufficient, reducing risk to public shareholders in a liquidation scenario.

Negatives

• The Company's Class A common stock, public warrants, and units were delisted from NYSE American on September 29, 2025, and now trade on the less liquid OTCQB Market, which could adversely affect trading price and investor ability to make transactions.
• Failure to approve the extension proposals will result in the Company's liquidation.
• A prior extension in January 2024 led to significant redemptions of 3,980,414 shares, totaling approximately $42.0 million, indicating a history of shareholder withdrawals.
• Further redemptions in connection with this extension will reduce the Trust Account balance, potentially making it harder to meet the minimum cash condition for the Business Combination or requiring additional funding.
• The estimated per-share redemption price of $11.67 is slightly lower than the OTC market closing price of $11.86 as of the record date, meaning shareholders might receive less by redeeming than by selling on the open market, though market liquidity is a concern.
• The 1% U.S. federal excise tax is expected to apply to redemptions, which could reduce the amount of cash available for the Business Combination or for distribution to redeeming shareholders.
• Funds in the Trust Account were moved from securities to an interest-bearing bank deposit account in March 2025, resulting in minimal interest, which reduces the amount public shareholders would otherwise receive upon redemption or liquidation.

Risks

• There is no assurance that the Extension will enable the Company to complete the Business Combination with Horizon Quantum Computing.
• Redemptions by public shareholders could leave the Company with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at all.
• The delisting from NYSE American and subsequent trading on the OTCQB Market could limit investors' ability to make transactions in the Company's securities, adversely affect trading prices, and potentially lead to the Company's Class A common stock being deemed a 'penny stock'.
• The Company faces a risk of being deemed an investment company under the Investment Company Act if it fails to complete a business combination, which could restrict its activities and force liquidation.
• The 1% U.S. federal excise tax on stock repurchases (redemptions) could reduce the amount of cash available to complete the Business Combination or effect redemptions.
• Economic uncertainty, ongoing military conflicts, geopolitical instability, inflation, and interest rates could adversely impact the Company's ability to complete the Business Combination.
• If the Adjournment Proposal is not approved, the Board may be unable to adjourn the Special Meeting, potentially leading to the failure of the Extension proposals and subsequent liquidation.
• Shareholders may be held liable for claims by third parties against the Company to the extent of distributions received by them in a dissolution, as the Company does not intend to comply with certain Massachusetts Business Corporations Act procedures for creditor claims.
• The significant financial interests of the Sponsor and management (e.g., founder shares, private placement warrants, loans) may create a conflict of interest, potentially incentivizing them to pursue the Extension on unfavorable terms to avoid losing their investment.

Future Outlook

The Board intends to continue efforts to consummate the Business Combination with Horizon Quantum Computing if the extension is approved. The Company may seek additional funds to complete the Business Combination if redemptions significantly reduce the Trust Account balance. The new holding company's securities are expected to be listed on the Nasdaq Stock Market upon the closing of the Business Combination.

Management Comments

• "The Board unanimously recommends a vote FOR the Extension Amendment Proposal, FOR the Trust Agreement Amendment Proposal, and, if presented, the Adjournment Proposal."
• "Our Board has determined that there will not be sufficient time before the Current Outside Date to consummate the Business Combination."
• "The Company's Board believes that it is in the best interests of the Company and its shareholders to extend the Current Outside Date to allow for a period of additional time to consummate the Business Combination."
• "Our Board recommends that you vote in favor of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, but expresses no opinion as to whether you should redeem your public shares."

Industry Context

The filing highlights the significant challenges faced by Special Purpose Acquisition Companies (SPACs) in meeting business combination deadlines, as evidenced by dMY Squared Technology Group's delisting from NYSE American and its move to the less liquid OTC Markets. The need for multiple extensions and the history of substantial shareholder redemptions reflect broader market skepticism and the difficulties in successfully completing SPAC mergers. The mention of the 1% U.S. federal excise tax on redemptions also underscores the evolving regulatory landscape impacting SPAC operations and shareholder returns.

Corporate Governance

Related Party Transactions

• The Sponsor (dMY Squared Sponsor LLC) holds 1,579,750 founder shares (36.4% of common stock) and 2,884,660 private placement warrants.
• The Sponsor provided Overfunding Loans totaling $947,850 and other loans, advances, and out-of-pocket expenses totaling $1,688,630.
• Harry L. You (Chairman, CEO, CFO, and an affiliate of the Sponsor) received a convertible promissory note with a principal amount up to $1.75 million, of which up to $1.5 million may be converted into warrants. He also loaned $1,091,667 to the Company for prior extensions.
• Accrued administrative services fees of $280,000 are owed to the Sponsor for office space, secretarial, and administrative support services.
• Directors (other than Harry You) are entitled to $100,000 in cash compensation for director services upon the earlier of the closing of the initial business combination or the Company's liquidation, but without claim against the Trust Account.
• The Sponsor, directors, executive officers, or their respective affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market to increase the likelihood of proposal approval and reduce redemptions, but such purchased shares would not be voted by them at the Special Meeting nor redeemable by them.

Stakeholder Impact

• Shareholders: Public shareholders can redeem shares at approximately $11.67 per share if the extension is approved, but this is slightly below the current OTC market price of $11.86, and liquidity on OTC is limited. If the extension is not approved, the Company will liquidate, and public shareholders will receive their pro-rata share of the Trust Account (less dissolution expenses and excise tax), but warrants will expire worthless. Shareholders who do not redeem now will retain voting rights on the Business Combination and future redemption rights. Shareholders may be held liable for claims by third parties in a dissolution. The Sponsor's significant ownership and financial interests may create conflicts of interest.
• Warrant Holders: Warrants will expire worthless if the Company liquidates without a business combination. There are no redemption rights for warrants.
• Sponsor/Management: Will lose their entire investment (founder shares, private placement warrants, loans, advances) if the Company liquidates. They are highly incentivized to complete the Business Combination. They will receive repayment of loans/advances and administrative fees if the Business Combination is completed or if funds outside the Trust Account are available. Directors (excluding Harry You) will receive $100,000 compensation upon business combination or liquidation (if funds outside Trust Account are available).
• Horizon Quantum Computing: The extension provides more time to complete the Business Combination, which is crucial for their planned merger.
• Creditors: The Company has obligations under Massachusetts law to provide for claims of creditors upon liquidation.

Next Steps

• Hold a Special Meeting on December 15, 2025, to vote on the Extension Amendment Proposal, Trust Agreement Amendment Proposal, and Adjournment Proposal.
• If the proposals are approved, file an amendment to the Charter with the Secretary of the Commonwealth of Massachusetts and enter into an amendment to the Trust Agreement with the Trustee.
• Continue efforts to consummate the Business Combination with Horizon Quantum Computing.
• If the extension is approved, public shareholders will retain the right to vote on the Business Combination when it is submitted and the right to redeem their public shares at that time.
• If the extension is not approved, the Company will liquidate and redeem 100% of outstanding public shares.

Key Dates

Recommendation

The company faces substantial headwinds, including delisting from a major exchange, trading on a less liquid over-the-counter market, and a history of significant shareholder redemptions during prior extensions. While the Board recommends the extension to pursue the Horizon Quantum Computing business combination, the high vote requirement (65%) and the potential for further redemptions to deplete the Trust Account create considerable uncertainty. The 1% excise tax on redemptions further diminishes shareholder value. Given the delisting, reduced liquidity, and the risk of liquidation if the extension fails, the risk-reward profile is unfavorable for current public shareholders, making a 'sell' recommendation prudent for those seeking to minimize further downside exposure, especially if the market price is still above the redemption value.

Keywords

SPAC, dMY Squared Technology Group, Horizon Quantum Computing, Business Combination, Extension Amendment, Trust Agreement Amendment, Shareholder Meeting, Delisting, OTCQB Market, Redemption Rights, Trust Account, Proxy Statement, Corporate Governance, Excise Tax, Liquidation, DMYY