8-K: dMY Squared Updates on Horizon Quantum Merger

dMY Squared Technology Group, Inc. provided an update on its proposed business combination with Horizon Quantum Holdings Pte. Ltd. and Horizon Quantum Computing Pte. Ltd., including an investor presentation.

Summary

• dMY Squared Technology Group, Inc. (dMY) is progressing with its previously announced business combination with Horizon Quantum Holdings Pte. Ltd. (Holdco) and Horizon Quantum Computing Pte. Ltd. (Horizon).
• The Business Combination Agreement was initially entered into on September 9, 2025.
• An investor presentation (Exhibit 99.1) is being used by dMY, Holdco, and Horizon in connection with the proposed Business Combination.
• Holdco and Horizon will prepare and file a registration statement on Form F-4 with the SEC, which will include a preliminary proxy statement for dMY and a preliminary prospectus for Holdco.
• A definitive proxy statement/prospectus will be mailed to dMY shareholders for voting on the Business Combination after the Registration Statement is declared effective.
• This report does not contain all information necessary for investment decisions, and shareholders are advised to read the full Registration Statement when it becomes available.

Sentiment

Score: 6

Explanation: The filing provides a procedural update on an ongoing business combination, indicating progress. While it includes an investor presentation, no new financial results are disclosed, and it reiterates numerous risks associated with the transaction and forward-looking statements. The sentiment is neutral to slightly positive due to the continuation of the strategic process.

Positives

• Progress is being made towards the completion of a strategic business combination, indicating potential growth for dMY.
• An investor presentation has been provided, suggesting transparency and communication with stakeholders regarding the proposed transaction.

Negatives

• No specific negative financial results or operational setbacks are disclosed in this update.
• The report explicitly states it does not contain all information that should be considered for investment decisions, requiring further review of future filings.

Risks

• The occurrence of any event, change, or circumstances that could lead to the termination of the Business Combination Agreement.
• The outcome of any legal proceedings that may be initiated against the parties following the announcement of the Business Combination.
• The inability to complete the Business Combination due to failure in obtaining shareholder approvals or other closing conditions.
• Potential changes to the structure of the Business Combination required by applicable laws, regulations, or as a condition for regulatory approval.
• Uncertainties regarding Horizon's ability to scale and grow its business, and the realization of its expected growth.
• The cash position of Horizon following the closing of the Business Combination.
• The inability to obtain or maintain the listing of Holdco's securities on the New York Stock Exchange, NYSE American, or Nasdaq after the Business Combination.
• The risk that the announcement and pendency of the Business Combination may disrupt Horizon's current plans and operations.
• Challenges in recognizing the anticipated benefits of the Business Combination, which may be affected by competition, Holdco's ability to grow profitably, and its capacity to source and retain key employees.
• Costs associated with the Business Combination.
• Changes in applicable laws and regulations or broader political and economic developments.
• The possibility that Horizon may be adversely affected by other economic, business, and/or competitive factors.
• Uncertainties related to Horizon's estimates of expenses and profitability.
• The amount of redemptions by dMY public shareholders.
• Difficulties in operating Horizon's quantum processor and the possibility that it may not provide the advantages Horizon expects.
• The ability to successfully or timely consummate the previously-announced approximately $110 million PIPE financing in connection with the Business Combination.
• The ability to recognize the benefits of the previously-announced letter agreement with IonQ, Inc. related to the PIPE financing.
• Other risks and uncertainties detailed in the Risk Factors sections of dMY's Annual Report, subsequent quarterly reports, and other SEC filings, as well as 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. Horizon anticipates scaling and growing its business, and the combined entity expects to recognize anticipated benefits from the merger. The successful and timely consummation of the approximately $110 million PIPE financing and the realization of benefits from the letter agreement with IonQ, Inc. are also part of the forward-looking statements.

Management Comments

• dMY, Holdco, and Horizon do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law.
• Past performance by Horizon's or dMY's management teams and their respective affiliates is not a guarantee of future performance.

Industry Context

This announcement reflects the ongoing trend of Special Purpose Acquisition Companies (SPACs) like dMY Squared Technology Group, Inc. targeting innovative technology companies, particularly in emerging and high-growth sectors such as quantum computing. The proposed business combination with Horizon Quantum Computing Pte. Ltd. positions the combined entity within a cutting-edge industry, aligning with broader market interest in advanced technological capabilities.

Comparison to Industry Standards

• The filing mentions a previously-announced letter agreement with IonQ, Inc. related to the PIPE financing. IonQ, Inc. is a publicly traded company in the quantum computing sector, serving as a direct industry comparable for Horizon Quantum Computing. However, specific comparative results or performance metrics are not provided in this filing.

Stakeholder Impact

• Shareholders of dMY will be required to vote on the proposed Business Combination.
• Investors and security holders are advised to thoroughly read the Registration Statement, including the proxy statement/prospectus, for important information about the transaction.
• Directors, executive officers, and other management members of dMY, Horizon, and Holdco may be deemed participants in the solicitation of proxies from dMY's shareholders.
• The interests of participants in the proxy solicitation may, in some cases, differ from those of their respective equityholders generally.

Next Steps

• Holdco and Horizon will prepare and file a registration statement on Form F-4 with the SEC.
• dMY will mail a definitive proxy statement/prospectus to its shareholders after the Registration Statement is declared effective.
• dMY shareholders will hold a special meeting to vote on the Business Combination.
• dMY, Horizon, and Holdco may file other documents with the SEC regarding the Business Combination.

Key Dates

Recommendation

The filing is a procedural update on an ongoing business combination, providing an investor presentation but no new financial performance data. While it signals progress, it also reiterates significant risks inherent in such transactions and forward-looking statements. Without new material financial information, a 'hold' recommendation is appropriate, advising investors to await the full Registration Statement and definitive proxy statement/prospectus for a comprehensive assessment before making further investment decisions.

Keywords

dMY Squared Technology Group, Horizon Quantum Holdings, Horizon Quantum Computing, Business Combination, Merger, SPAC, Quantum Computing, Form F-4, Proxy Statement, PIPE financing, SEC Filing