425: dMY Squared Updates on Horizon Quantum Merger Progress

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 proceeding with a previously disclosed 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 of dMY and a preliminary prospectus of Holdco.
• dMY will mail a definitive proxy statement/prospectus to its shareholders for voting on the Business Combination after the Registration Statement is declared effective.

Sentiment

Score: 6

Explanation: The filing provides a positive update on the progress of a significant business combination and mentions a substantial PIPE financing. However, it also includes an extensive list of risks and uncertainties inherent in such a complex transaction, balancing the overall sentiment to moderately positive.

Positives

• Progress towards the completion of a significant business combination, indicating strategic activity and potential growth.
• The release of an investor presentation suggests active engagement with potential investors and stakeholders, providing transparency.
• Mention of a previously-announced approximately $110 million PIPE financing, which could provide substantial capital for the combined entity.
• Entry into a letter agreement with IonQ, Inc. related to the PIPE financing, potentially signaling industry collaboration or support.

Risks

• The occurrence of any event, change, or circumstances that could give rise to the termination of the Business Combination Agreement.
• The outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination.
• The inability to complete the Business Combination, including due to the failure to obtain approval of the shareholders of Horizon and dMY or other conditions to closing.
• Changes to the structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval.
• Uncertainty regarding Horizon's ability to scale and grow its business, and the realization of its expected advantages and growth.
• Uncertainty regarding 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, the NYSE American, or Nasdaq following the Business Combination.
• The risk that the announcement and pendency of the Business Combination disrupts Horizon's current plans and operations.
• The ability to recognize the anticipated benefits of the Business Combination, which may be affected by competition, Holdco's ability to grow and manage growth profitably, and its ability to source and retain key employees.
• Costs related to the Business Combination.
• Changes in applicable laws and regulations or political and economic developments.
• The possibility that Horizon may be adversely affected by other economic, business, and/or competitive factors.
• Uncertainty regarding Horizon's estimates of expenses and profitability.
• The amount of redemptions by dMY public shareholders.
• Difficulties operating Horizon's quantum processor and the possibility that the quantum processor does not provide the advantages that 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 included in the Risk Factors sections of dMY's Annual Report, subsequent quarterly reports, and other filings with the SEC, and the Registration Statement.

Future Outlook

The combined entity expects to scale and grow its business, with anticipated financial impacts from the Business Combination. The satisfaction of closing conditions, the timing of completion of the Business Combination, and the successful consummation of the associated PIPE financing are key forward-looking events. However, these expectations are subject to significant risks and uncertainties, including the ability to realize anticipated benefits and successfully operate Horizon's quantum processor.

Industry Context

This business combination represents a strategic move within the rapidly evolving quantum computing industry. The involvement of a SPAC (dMY Squared Technology Group) highlights the trend of private quantum technology companies seeking public market access. The mention of IonQ, Inc. suggests potential collaborations or competitive dynamics within the quantum computing ecosystem, indicating a growing maturity and consolidation within the sector.

Stakeholder Impact

• Shareholders of dMY will be required to vote on the Business Combination, impacting their investment.
• Investors and security holders are advised to read the Registration Statement for important information regarding dMY, Horizon, Holdco, and the Business Combination.
• Employees of Horizon may be impacted by the disruption of current plans and operations due to the pendency of the Business Combination.
• The ability to source and retain key employees for Holdco is crucial for recognizing the anticipated benefits of the Business Combination.

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.
• Shareholders of dMY will vote on the Business Combination at a special meeting.
• The parties will continue efforts to consummate the approximately $110 million PIPE financing.

Key Dates

Recommendation

This filing provides an update on an ongoing business combination, which is a significant strategic event. While the progress and associated PIPE financing are positive indicators, the extensive list of risks and uncertainties inherent in such a complex transaction, particularly in the nascent quantum computing sector, warrants a cautious approach. Investors should hold their position and await further details from the definitive proxy statement/prospectus and the successful closing of the transaction and financing before making further investment decisions.

Keywords

dMY Squared Technology Group, Horizon Quantum Computing, Business Combination, SPAC, Merger, Quantum Computing, SEC Filing, Form 8-K, PIPE Financing, IonQ