425: dMY Squared to Merge with Horizon Quantum

dMY Squared Technology Group, Inc. announced a proposed business combination with Horizon Quantum Computing Pte. Ltd., aiming to create a public pure-play in quantum software infrastructure.

Summary

• dMY Squared Technology Group, Inc. (dMY) entered into a business combination agreement with Rose Holdco Pte. Ltd. (Holdco) and Horizon Quantum Computing Pte. Ltd. (Horizon) on September 9, 2025.
• The transaction is expected to close by Q1 2026.
• Horizon Quantum is valued at a $500 million pre-money equity valuation, which increases dollar-for-dollar by any financing raised prior to close. $4 million in SAFE financing has already been raised as of October 13, 2025.
• The proforma market capitalization is estimated at $599.2 million, with a proforma enterprise value of $541.0 million, based on a trust value of $11.53 per share and 52.0 million proforma shares outstanding (assuming 0% redemptions).
• Existing Horizon Quantum shareholders will roll 100% of their holdings and retain approximately 84.1% ownership at close.
• The combined entity aims to raise up to $50 million in equity financing from strategic and financial investors, with $3 million closed and $1 million under binding subscription as of October 13, 2025.
• All Horizon Quantum shareholders and dMY sponsor are subject to a two-year lock-up period.
• Holdco will have a dual-class share structure, with Class A ordinary shares having one vote and Class B ordinary shares having three votes; Horizon's founder will be the sole initial holder of Class B shares.
• Horizon Quantum Computing is developing software infrastructure, "Triple Alpha," to bridge classical and quantum computing, enabling developers to use quantum computing more easily.
• The company reported revenue of US$263,505 and a net loss of US$5,477,364 for the fiscal year ended December 31, 2024.

Sentiment

Score: 6

Explanation: The filing presents a promising long-term vision in a high-growth, transformative industry (quantum computing software infrastructure) with a strong technical team and a capital-efficient model. However, it is offset by the company's early stage, history of significant operating losses, and numerous explicit risks associated with both the nascent industry and the SPAC transaction structure. The financial performance is currently negative, but the strategic positioning and potential market opportunity provide a moderate positive outlook for a high-risk, high-reward investment.

Positives

• Horizon Quantum Computing aims to be the only public software infrastructure pure-play in quantum computing with a capital-efficient model.
• The company has a world-class, deep-science team focused on quantum software.
• Horizon's Triple Alpha platform is hardware-agnostic, offering flexibility for users to leverage various quantum systems.
• The platform is emerging as a true quantum operating system kernel, supporting dynamic memory allocation, network I/O, mid-circuit measurement, and control flow.
• Horizon is establishing an on-site testbed and operating its own quantum computers, indicating a serious approach to hardware integration.
• The quantum computing industry is at an inflection point, with error correction becoming a reality and practical quantum advantage expected in the coming years.
• The business model is designed to be sticky and capital-efficient, with lower CAPEX requirements than quantum hardware companies.
• Strong inbound access requests from over 35 major corporations, 75 universities, 10 national labs, and 10 quantum software companies.

Negatives

• Horizon Quantum is in its very early stages with a limited operating history, making future results difficult to forecast.
• The company has a history of operating losses and explicitly expects to incur significant expenses and continuing losses for the foreseeable future.
• There is a risk that quantum computing might never become commercially viable or widely embraced.
• The company's estimates of market opportunity and growth forecasts may prove inaccurate.
• Reliance on third-party quantum hardware providers means the pace of hardware development is outside Horizon's control.
• dMY's securities were delisted from the NYSE American exchange and are now traded on the OTC Markets, which could limit investor liquidity.
• dMY's board did not obtain a third-party valuation or fairness opinion for the business combination.
• dMY's public shareholders will experience immediate dilution as a consequence of the issuance of Holdco securities and future equity awards.
• The dual-class share structure limits investors' ability to influence corporate matters.

Risks

• Need for significant cash and potential need for additional capital sooner than anticipated.
• Limited operating history makes forecasting future results difficult.
• Quantum computing may never become commercially viable or embraced.
• History of operating losses and expectation of continuing losses.
• Inaccurate estimates of market opportunity and growth forecasts.
• Dependence on technological advances by other companies and academic institutions.
• Failure to effectively manage growth.
• Inability to attract and retain customers, including government entities and large enterprises.
• Failure to maintain and enhance brand or adequately commercialize tools.
• Reliance on third-party quantum hardware providers, with hardware development pace outside control.
• R&D investments may not translate into new capabilities or enhancements.
• Reliance on a limited number of suppliers for quantum computing equipment, leading to potential supply chain disruptions.
• Inability to install and maintain a functional quantum computer, incurring substantial costs and reputational damage.
• The quantum computing industry is in its early stages, volatile, and may develop slower than expected or in a manner not requiring Horizon's solutions.
• Risk of negative publicity in the quantum computing industry.
• Quantum hardware providers may prefer to offer their own proprietary software stacks.
• High dependence on attracting and retaining senior executive leadership and key technical employees, including Dr. Joe Fitzsimons and Dr. Si-Hui Tan.
• Adverse effects from unfavorable economic and market conditions, and geopolitical volatility.
• Dependence on cloud providers.
• Real or perceived errors, failures, or bugs in products and services.
• Compliance with stringent, complex, and evolving data privacy and security laws.
• Potential product liability claims.
• Inability to obtain, maintain, and protect intellectual property rights.
• Patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs.
• Singapore takeover laws may vary from other jurisdictions.
• Holdco's only significant asset will be its ownership of Horizon.
• Higher costs and increased scrutiny associated with being a public company for Holdco.
• Holdco's management team has limited experience managing a U.S. public company.
• No assurance of an active, liquid trading market for Holdco's securities.
• Difficulties enforcing foreign court judgments against Holdco.
• Holdco will be an emerging growth company, a foreign private issuer, and a controlled company.
• Dual-class share structure limits investors' ability to influence corporate matters.
• No assurance that Holdco's ordinary shares will be approved for listing on Nasdaq.
• Risks associated with the SPAC business combination process compared to an IPO.
• Future issuance of additional shares by Holdco may result in dilution.
• Release of portions of Holdco ordinary shares from lock-up agreements.
• dMY's securities delisted from NYSE American and traded on OTC Markets.
• dMY's board did not obtain a third-party valuation or fairness opinion.
• dMY's Sponsor, directors, and officers have interests in the Proposed Transactions that differ from or conflict with dMY's shareholders.
• Immediate dilution for dMY's public shareholders.
• Large number of redemptions by dMY public shareholders could make the business combination unsuccessful.
• No assurance that the Proposed PIPE Investment or any other additional financing will be completed.
• dMY may be targeted by securities class action and derivative lawsuits.
• Completion of the business combination is subject to closing conditions that may not be satisfied.
• No assurance that sufficient capital will be raised in the Proposed PIPE Investment to satisfy the minimum cash condition.
• The Proposed PIPE Investment is contingent on the Business Combination closing.
• Securities issued in the Proposed PIPE Investment will not be registered with the SEC and have transfer restrictions.

Future Outlook

The company anticipates practical quantum advantage in the coming years, driven by advancements in quantum error correction and new qubit platforms. Commercial applications are expected to emerge within the next five years. Horizon Quantum aims to capitalize on this by providing the essential software infrastructure, with its Triple Alpha platform evolving into a true quantum operating system kernel. The business combination is expected to fund platform expansion and support ongoing research and development.

Management Comments

• Our mission is to unlock broad quantum advantage by building software infrastructure that empowers developers to use quantum computing to solve the world's toughest computational problems.
• We believe that software will drive commercial adoption of quantum hardware.
• We are executing an ambitious plan to enable software developers to access the power of quantum computing by developing tools to automatically accelerate classical software using quantum processing.
• We view tight integration between hardware and software as critical to realizing the full potential of quantum computing.

Industry Context

The quantum computing industry is in its early stages but is rapidly advancing, with significant progress in error correction and new qubit technologies. Horizon Quantum Computing positions itself as a "pure-play" in quantum software infrastructure, aiming to capture value similar to how software platforms (e.g., Windows, iOS, AWS) have historically captured more value than hardware in past technology cycles. This strategy is designed to be hardware-agnostic, allowing flexibility across diverse quantum hardware modalities, which is crucial in a nascent industry without a dominant hardware standard. The company's focus on software tools and a SaaS model aims for capital efficiency compared to hardware-intensive competitors.

Comparison to Industry Standards

• Horizon Quantum Computing aims to be the only public software infrastructure pure-play in quantum computing, differentiating itself from hardware-focused companies like IonQ, Rigetti, and others.
• The average market capitalization of pure-play public quantum computing companies (IONQ, RGTI, QBTS, QUBT) was approximately $16 billion as of October 13, 2025, which Horizon's $500 million pre-money valuation is significantly below, suggesting potential for growth if the market matures and Horizon gains traction.
• Horizon's Triple Alpha platform is compared to foundational software platforms in classical computing (e.g., Windows, iOS/Android, AWS, Nvidia CUDA, VMWare), which have generated substantial revenues (e.g., Windows PC $23B, iOS/Android $201B/$40B, AWS $108B, Nvidia CUDA $116B, VMWare $21B in 2024), highlighting the potential value of a dominant platform layer in a new computing paradigm.
• The company's capital-efficient software and SaaS model is presented as an advantage over quantum hardware companies, which typically require higher capital expenditures.

Corporate Governance

Legal Proceedings

• The outcome of any legal proceedings that may be instituted against the parties following the announcement of the Proposed Transactions.
• dMY may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Business Combination from being completed.
• Potential product liability claims, which could harm financial condition and liquidity.
• Patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs.

Related Party Transactions

• dMY's Sponsor and dMY's directors and officers and their affiliates have interests in the Proposed Transactions that are different from, or in addition to and/or in conflict with, those of dMY's shareholders generally.

Stakeholder Impact

• Shareholders (dMY Public): Will experience immediate dilution due to the issuance of Holdco securities and future equity awards. Their ability to influence corporate matters will be limited by the dual-class share structure. Potential for significant redemptions could impact the success of the business combination.
• Shareholders (Horizon Existing): Will roll 100% of their holdings and retain approximately 84.1% ownership, subject to a two-year lock-up. The founder will hold Class B shares with enhanced voting rights.
• Employees (Horizon): Future issuance of equity awards is anticipated. The company's success is highly dependent on attracting and retaining key technical employees and senior executive leadership.
• Customers: Horizon aims to attract government entities and large enterprises, and its growth depends on retaining and increasing their spending. The hardware-agnostic approach and value-based pricing model are designed to benefit customers.
• Suppliers: Reliance on a limited number of suppliers for quantum computing equipment creates supply chain disruption risks.
• Creditors: The company's history of operating losses and expectation of continuing losses could impact its creditworthiness.

Next Steps

• Holdco and Horizon will file a registration statement on Form F-4 with the SEC, including a preliminary proxy statement for dMY and a preliminary prospectus for 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.
• The business combination is expected to close by Q1 2026.
• Horizon Quantum will continue to develop its Triple Alpha platform, aiming to enable software developers to access quantum computing power and become the default software infrastructure for hardware vendors.

Key Dates

Recommendation

The proposed business combination positions Horizon Quantum Computing in the high-potential, transformative quantum computing software sector. The company's hardware-agnostic approach, strong technical team, and strategic partnerships are compelling long-term drivers. However, the company is in its very early stages, has a history of significant operating losses, and faces substantial risks inherent in a nascent industry and a SPAC transaction. The immediate dilution for dMY public shareholders and the dual-class share structure are also notable concerns. Given the high-risk, high-reward profile, a 'hold' recommendation is appropriate for existing investors to monitor the execution of the business combination, the progress of the Triple Alpha platform, and the broader development of the quantum computing market. New investors should approach with caution, recognizing the speculative nature of the investment.

Keywords

Quantum Computing, Software Infrastructure, Triple Alpha, Horizon Quantum, dMY Squared Technology Group, SPAC, Business Combination, Quantum Software, Artificial Intelligence, Deep Science, SaaS, Quantum Advantage, Error Correction, Qubit, Holdco