8-K: dMY Squared to Merge with Horizon Quantum Computing

dMY Squared Technology Group, Inc. announced a proposed business combination with Horizon Quantum Computing Pte. Ltd., valuing the quantum software firm at $500 million pre-financing.

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 proposed business combination values Horizon Quantum Computing at $500 million pre-financing, with this valuation increasing dollar-for-dollar by any additional financing raised prior to closing.
• As of October 13, 2025, $4 million in SAFE financing has been raised.
• The pro forma market capitalization at close is estimated at $599.2 million, with a pro forma enterprise value of $541.0 million.
• The transaction is expected to provide $58.2 million in cash to Horizon's balance sheet.
• Total sources for the transaction amount to $600.4 million, including $27.0 million from dMY's cash in trust and an estimated $50.0 million from equity financing.
• Existing Horizon Quantum shareholders will roll 100% of their holdings, retaining approximately 84.1% ownership at close, assuming 0% redemptions.
• All Horizon Quantum shareholders and dMY's sponsor are subject to a two-year lock-up period.
• Holdco will implement 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.
• The transaction is expected to close by Q1 2026.

Sentiment

Score: 8

Explanation: The filing announces a significant business combination for a company operating in a high-growth, cutting-edge technology sector. The investor presentation highlights strong strategic positioning, a world-class team, and a capital-efficient business model. While acknowledging inherent risks of an early-stage industry and operating losses, the overall tone is highly optimistic about future growth and market opportunity in quantum computing software infrastructure.

Positives

• Horizon Quantum Computing is positioned as a first-mover in quantum software infrastructure, with a hardware-agnostic approach that offers flexibility to users.
• The company anticipates being the only public software infrastructure pure-play in quantum computing with a capital-efficient model.
• Horizon boasts a world-class, deep-science team focused on quantum software, with proven track records in the field.
• The product and go-to-market roadmap is designed to meet commercial demand, with the Triple Alpha platform already in early access with partners.
• Quantum computing has reached 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 capital-efficient and sticky, with lower capital expenditure requirements compared to quantum hardware companies.
• Horizon operates its own quantum computers and testbed, indicating a serious commitment to hardware integration and development.

Negatives

• Horizon Quantum Computing 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 expects to incur significant expenses and continuing losses for the foreseeable future.
• There is no assurance that quantum computing will ever become commercially viable or widely adopted.
• The business is highly dependent on advances in technology by other companies and academic institutions, which are outside of its control.
• Horizon's estimates of market opportunity and growth forecasts may prove inaccurate, and its business may not grow at anticipated rates.
• The company relies on third-party quantum hardware providers, and the pace of hardware development (qubit counts, error rates, availability) is outside of its control.
• There is a risk that R&D investments may not translate into new capabilities or material enhancements to its platforms.
• The company is highly dependent on attracting and retaining senior executive leadership and key technical employees, with the loss of key individuals like Joseph Fitzsimons or Si-Hui Tan potentially harming the business.

Risks

• The company will require a significant amount of cash for ongoing research, development, and business operations, and may need additional capital sooner than anticipated.
• Horizon has a limited operating history, making it difficult to forecast future results, and quantum computing might never become commercially viable.
• The company has a history of operating losses and expects to incur significant expenses and continuing losses for the foreseeable future.
• Inaccurate estimates of market opportunity and forecasts of market growth could harm the business.
• Dependence on advances in technology by other companies and academic institutions means product commercialization success is not guaranteed.
• Failure to effectively manage growth could harm the business and results of operations.
• Inability to attract and retain customers, including government entities and large enterprises, or increase their spending, would harm revenue and growth prospects.
• Failure to maintain and enhance its brand or adequately commercialize its tools could harm the business.
• Reliance on third-party quantum hardware providers means the pace of hardware development is outside of the company's control.
• R&D investments may not translate into new capabilities or platform enhancements, or may not be used efficiently.
• Business and growth are dependent on the success of strategic relationships with third parties.
• Reliance on a limited number of suppliers for quantum computing equipment could lead to supply chain disruptions and deployment delays.
• Inability to install and maintain a functional quantum computer may incur substantial costs and damage reputation.
• The quantum computing industry is in its early stages and volatile; slow development, development in a manner not requiring their solutions, or negative publicity could harm business growth.
• If quantum hardware providers prefer proprietary software stacks, Horizon's ability to commercialize products will be limited.
• High dependence on attracting and retaining senior executive leadership and key technical employees, with the loss of Joseph Fitzsimons or Si-Hui Tan posing a significant risk.
• Adverse effects from unfavorable economic and market conditions, and geopolitical volatility.
• Dependence on cloud providers for operations.
• Real or perceived errors, failures, or bugs in products and services could materially and adversely affect operating results.
• Requirement to comply with stringent, complex, and evolving data privacy and security laws and regulations.
• Potential product liability claims could harm financial condition and liquidity.
• Inability to obtain, maintain, and protect intellectual property rights, or face patent infringement claims.
• Singapore takeover laws may differ from other jurisdictions.
• Holdco's only significant asset will be its ownership of Horizon.
• Holdco will incur higher costs as a public company, and its management has limited experience managing a U.S. public company.
• An active, liquid trading market for Holdco's securities may not develop.
• Investors may face difficulties enforcing foreign court judgments against Holdco.
• Holdco will be an emerging growth company, a foreign private issuer, and a controlled company, which may impact regulatory compliance and investor protections.
• Holdco's dual-class share structure will limit investors' ability to influence corporate matters and could discourage change of control transactions.
• No assurance that Holdco's ordinary shares will be approved for listing on Nasdaq or that it can comply with continued listing rules.
• The SPAC business combination process differs from an IPO and may create risks for unaffiliated investors.
• Future issuance of additional shares by Holdco may result in dilution to other shareholders.
• No assurance that sufficient capital will be raised in the Proposed PIPE Investment to satisfy the minimum cash condition.
• The Proposed PIPE Investment will only be consummated if the Business Combination closes, which is subject to various closing conditions outside of dMY's and Horizon's control.
• Securities issued in the Proposed PIPE Investment will not be SEC registered and will have transfer restrictions prior to registration.

Future Outlook

Horizon Quantum Computing anticipates that software will drive the commercial adoption of quantum hardware, with practical quantum advantage expected in the coming years. The company aims to unlock broad quantum advantage by building software infrastructure that empowers developers. The business combination is expected to close by Q1 2026, providing capital for platform expansion and enabling Horizon to grow as quantum computing scales. Commercial applications are projected to emerge within the next five years, necessitating ready application infrastructure.

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.
• Our hardware-agnostic approach is anticipated to give users the flexibility to leverage the best quantum systems for their solutions regardless of underlying modality or vendor.
• We anticipate being the only public software infrastructure pure-play in quantum computing with a capital-efficient model.
• We view tight integration between hardware and software as critical to realizing the full potential of quantum computing.
• Horizon Quantum expects to become one of the very first software companies to operate its own quantum computers.

Industry Context

The quantum computing industry is in its nascent stages, characterized by rapid technological advancements in error correction, qubit platforms, and simulation difficulty. Horizon Quantum Computing positions itself as a critical software infrastructure provider, aiming to bridge the gap between diverse quantum hardware and practical applications. This strategy aligns with historical technology cycles where software platforms often capture more value than hardware. The industry is moving towards practical quantum advantage, with experts anticipating commercial applications within five years, creating a significant market opportunity for software solutions like Horizon's Triple Alpha platform.

Comparison to Industry Standards

• Horizon Quantum Computing's pre-valuation of $500 million compares to an average market capitalization of approximately $16 billion for 'pure-play public quantum computing' companies as of October 13, 2025, suggesting a potentially significant growth runway if it achieves similar market acceptance.
• The company's focus on a capital-efficient software and SaaS model contrasts with the higher capital expenditure requirements typically seen in quantum hardware companies, potentially offering a more attractive investment profile within the sector.
• The dual-class share structure, with the founder retaining significant voting control, is a common feature among high-growth technology companies, including some in the quantum space, designed to ensure long-term strategic vision.
• The two-year lock-up for existing shareholders and the sponsor is a standard practice in SPAC transactions to align long-term interests.

Corporate Governance

Legal Proceedings

• The filing notes the possibility of legal proceedings being instituted against the parties following the announcement of the Business Combination and the Business Combination Agreement.
• 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.

Stakeholder Impact

• **Shareholders (dMY Public):** Will experience immediate dilution due to the issuance of Holdco securities as consideration in the Business Combination, Proposed PIPE Investment, and future equity awards. Their ability to influence corporate matters will be limited by Holdco's dual-class share structure.
• **Shareholders (Horizon Quantum):** Existing shareholders will roll 100% of their holdings and retain significant ownership (approximately 84.1%) in the combined entity, subject to a two-year lock-up.
• **Employees (Horizon Quantum):** The business combination provides capital for platform expansion and growth, potentially creating new opportunities. However, the company's dependence on key personnel and the risk of losing them is highlighted.
• **Management (dMY & Horizon):** dMY's sponsor, directors, and officers have interests in the proposed transactions that may differ from or conflict with those of dMY's public shareholders. Holdco's management team has limited experience managing a U.S. public company, which could lead to increased scrutiny and responsibilities.
• **Customers & Partners:** The transaction aims to accelerate the development and commercialization of quantum software infrastructure, potentially benefiting customers and strengthening strategic partnerships by offering a more robust and stable platform.
• **Suppliers:** The company relies on a limited number of suppliers for quantum computing equipment, making it vulnerable to supply chain disruptions.

Next Steps

• Holdco and Horizon will file a registration statement on Form F-4 with the SEC, which will include a preliminary proxy statement of dMY and a preliminary prospectus of 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.
• A special meeting of dMY shareholders will be held to vote on the Business Combination and other related matters.
• The business combination is expected to close by Q1 2026.

Key Dates

Recommendation

The proposed business combination positions Horizon Quantum Computing as a pure-play in the critical quantum software infrastructure market, a segment expected to capture significant value as quantum computing matures. The company's hardware-agnostic approach, strong technical team, and capital-efficient model offer a compelling investment thesis in a rapidly evolving industry. While acknowledging the early stage and inherent risks, the potential for substantial growth, coupled with the strategic capital infusion from the SPAC merger, suggests a 'buy' recommendation for investors with a high-risk tolerance and long-term outlook on disruptive technologies.

Keywords

Quantum Computing, Quantum Software, SPAC Merger, Technology Infrastructure, Artificial Intelligence, Deep Science, Hardware Agnostic, Triple Alpha, SEC Filing, Business Combination