DEFR14A: dMY Squared Seeks SPAC Extension for Horizon Quantum Deal

dMY Squared Technology Group, Inc. is seeking shareholder approval to extend its business combination deadline to January 29, 2026, with further extensions possible, to complete its merger with Horizon Quantum Computing Pte. Ltd.

Summary

• dMY Squared Technology Group, Inc. (DMYY) is holding a Special Meeting on December 15, 2025, to vote on extending its deadline to complete a business combination.
• The company proposes to extend the deadline from December 29, 2025, to January 29, 2026, with the possibility of up to five additional one-month extensions until June 29, 2026, without further shareholder approval.
• This extension is crucial for DMYY to finalize its previously announced business combination with Horizon Quantum Computing Pte. Ltd.
• Shareholders will also vote on amending the Trust Agreement to reflect this extension and an Adjournment Proposal if needed.
• Approval of the Extension Amendment and Trust Agreement Amendment requires an affirmative vote of 65% of the outstanding common stock.
• As of the November 19, 2025 record date, the Sponsor holds 29.7% of the common stock, meaning an additional 35.3% of outstanding common stock is needed for approval.
• Public shareholders have the right to redeem their shares for an estimated $11.67 per share from the Trust Account if the extension is approved, compared to the Class A common stock's OTC market price of $11.86 on the record date.
• The Trust Account held approximately $27.3 million as of November 19, 2025.
• DMYY's securities were delisted from NYSE American on September 29, 2025, and now trade on the OTCQB Market and OTCID.

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 management is working to close the deal, the risks associated with delisting, potential further redemptions, and the need for additional capital create a highly uncertain and unfavorable outlook. The move to OTC markets and minimal interest on trust funds further detract from investor value.

Positives

• The proposed extension provides additional time to complete the business combination with Horizon Quantum Computing, which the Board believes is in the best interest of shareholders.
• The Sponsor and other founder share holders have agreed to waive their redemption rights, indicating their commitment to the business combination.
• Public shareholders who do not redeem now will retain their right to vote on the Business Combination and redeem shares later if the transaction is approved or if liquidation occurs.

Negatives

• The company failed to complete its initial business combination within the NYSE American's 36-month deadline, leading to delisting from NYSE American on September 29, 2025.
• DMYY's securities now trade on the OTCQB Market and OTCID, which may result in a very limited market, adversely affected trading prices, and potential penny stock designation.
• The withdrawal of funds from the Trust Account due to redemptions will reduce the cash available for the Business Combination, potentially requiring additional financing which may not be available on acceptable terms.
• The Trust Account funds were moved from U.S. government securities to an interest-bearing bank deposit account in March 2025, resulting in "minimal interest, if any," which reduces potential returns for public shareholders upon redemption or liquidation.
• The 1% U.S. federal excise tax on stock repurchases (redemptions) is expected to apply, potentially reducing cash available for the Business Combination or redemptions.
• The company operates in a period of economic uncertainty, including international trade disputes, military conflicts, inflation, and interest rates, which could impact its ability to complete the Business Combination.
• If the extension proposals are not approved, the company will be forced to liquidate, and warrants will expire worthless.

Risks

• There is no assurance that the extension will enable the completion of the Business Combination with Horizon.
• Redemptions by public shareholders could leave insufficient cash to consummate the Business Combination on commercially acceptable terms or at all.
• The company may be deemed an investment company under the Investment Company Act, which could restrict its activities, impose burdensome compliance requirements, and potentially force liquidation.
• The delisting from NYSE American could limit investors' ability to trade securities, adversely affect trading prices, and subject the company to additional trading restrictions, including potential penny stock designation.
• The 1% U.S. federal excise tax on stock repurchases (redemptions) could reduce the cash available for the Business Combination or redemptions.
• Economic uncertainty, including international trade disputes, military conflicts, inflation, and interest rates, could adversely impact the company's ability to complete the Business Combination.
• Shareholders may be unable to recover their investment except through open market sales, and share prices may be volatile.
• If the company liquidates, public shareholders may be held liable for claims by third parties against the corporation to the extent of distributions received.
• The Sponsor's ability to satisfy its indemnification obligations is not assured, as its only assets are believed to be company securities.

Future Outlook

The company aims to complete its business combination with Horizon Quantum Computing Pte. Ltd. by the extended deadline of January 29, 2026, with potential further extensions until June 29, 2026. However, there is no assurance that the business combination will be consummated, and the company may need to seek additional funds if redemptions significantly reduce the Trust Account balance.

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.
• Other than the Extension as described in this proxy statement, the Company does not currently anticipate seeking any further extension to consummate its initial 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

This filing highlights the challenges faced by Special Purpose Acquisition Companies (SPACs) in completing business combinations within mandated timelines, especially in a volatile economic climate. The delisting from a major exchange (NYSE American) and subsequent trading on OTC Markets is a common consequence for SPACs that struggle to close deals. The target, Horizon Quantum Computing, suggests an interest in the high-growth, yet capital-intensive and long-development-cycle quantum computing sector, which often requires significant funding and time to mature. The need for an extension underscores the complexities and delays inherent in merging with innovative, early-stage technology companies.

Comparison to Industry Standards

• The delisting from NYSE American due to failure to complete a business combination within 36 months is a negative deviation from standard SPAC performance, as successful SPACs typically complete their mergers within this timeframe or secure extensions while maintaining major exchange listings.
• The estimated per-share redemption price of $11.67 being lower than the OTC market price of $11.86 suggests that public shareholders might receive a slightly better return by selling on the open market, assuming sufficient liquidity, rather than redeeming. This contrasts with situations where redemption prices are significantly higher than market prices, incentivizing redemptions.
• The transfer of Trust Account funds from U.S. government securities to an interest-bearing bank deposit account to mitigate investment company risk, resulting in "minimal interest," is a common, albeit unfavorable, practice adopted by SPACs to avoid regulatory issues, but it reduces the potential growth of the Trust Account for shareholders.

Corporate Governance

Related Party Transactions

• The Sponsor (dMY Squared Sponsor LLC) holds 1,163,484 founder shares and 2,884,660 private placement warrants.
• Harry L. You, Chairman, CEO, and CFO, is an affiliate of the Sponsor and was issued a convertible promissory note for up to $1.75 million.
• The Sponsor provided Overfunding Loans totaling $947,850 and made contributions of $1,141,667 to the Trust Account for prior extensions.
• The Sponsor or its affiliates have $1,688,630 in other outstanding loans, advances, and out-of-pocket expenses.
• The company owes the Sponsor $280,000 in accrued administrative services fees.
• Directors (excluding Harry You) are to receive $100,000 in cash compensation upon the earlier of business combination closing or liquidation.

Stakeholder Impact

• Shareholders face uncertainty regarding the completion of the business combination, potential dilution if additional capital is raised, and reduced liquidity due to delisting. Those who redeem may receive slightly less than the current market price. Those who don't redeem retain voting rights for the business combination and future redemption rights.
• Sponsor/Management have significant financial incentives (founder shares, warrants, loans) tied to the successful completion of the business combination, which would be lost upon liquidation. They also face potential liability for Trust Account claims.
• Horizon Quantum Computing Pte. Ltd., the target company, has its merger contingent on this extension, impacting its timeline and access to public market capital.
• Creditors: The company has obligations under Massachusetts law to provide for claims of creditors in case of liquidation.

Next Steps

• Hold a Special Meeting on December 15, 2025, for shareholder vote on extension proposals.
• If approved, file an amendment to the Charter and Trust Agreement.
• Continue efforts to consummate the Business Combination with Horizon Quantum Computing Pte. Ltd.
• Potentially seek additional funds if Trust Account balance is insufficient after redemptions.
• If proposals are not approved or business combination not completed by deadline, the company will liquidate.

Key Dates

Recommendation

The company's delisting from NYSE American and subsequent trading on the OTC Markets signals significant operational and financial distress, severely limiting liquidity and potentially leading to a "penny stock" designation. The repeated need for extensions to complete a business combination, coupled with the risk of substantial redemptions reducing the Trust Account, creates a highly uncertain path forward. While management is attempting to salvage the deal with Horizon Quantum Computing, the inherent risks, including the potential for liquidation and the application of the 1% excise tax on redemptions, outweigh any speculative upside. Investors should consider exiting their positions to avoid further capital erosion, especially given the redemption price is slightly below the current OTC market price, indicating a potentially better exit via market sale if liquidity allows.

Keywords

SPAC, dMY Squared Technology Group, Horizon Quantum Computing, Business Combination, Extension Amendment, Trust Agreement Amendment, Shareholder Meeting, Redemption Rights, Delisting, OTC Markets, Quantum Computing, Merger, Proxy Statement, DMYY