425: Horizon Quantum Computing to Go Public via dMY SPAC

Horizon Quantum Computing Pte. Ltd. is set to combine with dMY Squared Technology Group, Inc. in a business combination, targeting a Q1 2026 close.

Summary

• A business combination agreement between dMY Squared Technology Group, Inc. (dMY), Rose Holdco Pte. Ltd. (Holdco), and Horizon Quantum Computing Pte. Ltd. (Horizon) was entered into on September 9, 2025.
• The proposed transaction is expected to close by Q1 2026.
• The pro forma valuation at close is $599.2 million market capitalization and $541.0 million enterprise value, based on a trust value of $11.53 per share.
• Existing Horizon Quantum shareholders will roll 100% of their holdings and retain approximately 84.1% ownership at close.
• The transaction targets up to $50 million of equity financing from strategic and financial investors, with $4 million already raised via SAFE financing 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 per share and Class B ordinary shares having three votes per share, with the Horizon founder being the sole initial holder of Class B shares.
• Horizon reported revenue of US$263,505 and a net loss of US$5,477,364 for the fiscal year ended December 31, 2024.
• Annualized cash OPEX and CAPEX as of June 2025 is approximately US$9.1 million, with estimated incremental public company expenses bringing the total to US$12.6 million.

Sentiment

Score: 4

Explanation: While the long-term potential of quantum computing and Horizon's software-centric approach are positive, the company's early stage, significant historical and projected losses, reliance on external technological advancements, and the SPAC's delisting from a major exchange introduce substantial risks and uncertainty. The lack of an independent fairness opinion for the dMY transaction is also a concern.

Positives

• Horizon Quantum Computing is positioned as a first-mover in quantum software infrastructure with a hardware-agnostic approach.
• The company has a world-class, deep-science team focused on quantum software.
• The business model is capital-efficient, requiring lower CAPEX than quantum hardware companies.
• Triple Alpha, Horizon's platform, is already enabling developers to code, compile, and deploy sophisticated applications and is emerging as a true quantum operating system kernel.
• Quantum computing is at an inflection point, with practical quantum advantage expected in the coming years, mirroring historical software value capture over hardware.
• Strong inbound access requests from over 35 major corporations, 75+ universities, and 10+ national labs/government agencies.

Negatives

• Horizon 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.
• Reliance on advances in technology by other companies and academic institutions; commercialization may fail if these advances do not materialize.
• Dependence on third-party quantum hardware providers, whose development pace is outside of Horizon's control.
• The quantum computing industry is in its early, volatile stages, and may not develop as expected or require Horizon's solutions.
• Risk of dilution from future share issuances, including equity awards to employees, and potential release from lock-up agreements.
• dMY's securities were delisted from NYSE American and now trade on OTC Markets, limiting investor transaction ability.
• dMY's board did not obtain a third-party valuation or fairness opinion for the business combination.
• Potential for immediate dilution for dMY's public shareholders due to the issuance of Holdco securities.

Risks

• Significant cash requirements for ongoing research and development and business operations, with potential need for additional capital sooner than anticipated.
• Difficulty in forecasting future results due to limited operating history.
• Quantum computing might never become commercially viable or widely embraced.
• Inability to execute strategy due to changing customers, technologies, and competitors.
• Inaccurate market opportunity estimates and growth forecasts.
• Dependence on technological advances by other companies and academic institutions.
• Failure to effectively manage growth.
• Inability to attract and retain customers (government entities, large enterprises) and increase their spending.
• Failure to maintain and enhance brand or adequately commercialize tools.
• Reliance on third-party quantum hardware providers and their development pace.
• Inefficient research and development investments that do not translate into new capabilities.
• Dependence on strategic relationships with third parties.
• Reliance on a limited number of suppliers for quantum computing equipment, leading to potential supply chain disruptions.
• Substantial costs and reputational damage if unable to install and maintain a functional quantum computer.
• Volatility and slow development of the quantum computing industry, or development in a manner not requiring Horizon's solutions.
• Proprietary software stacks from hardware providers limiting commercialization.
• High dependence on attracting and retaining senior executive leadership and key technical employees (e.g., Joseph Fitzsimons, 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 data privacy and security laws and regulations.
• Product liability claims.
• Inability to obtain, maintain, and protect intellectual property rights.
• Patent infringement and other intellectual property claims.
• Singapore takeover laws may vary from those in other jurisdictions.
• Holdco's only significant asset will be its ownership of Horizon.
• Higher costs and substantial management time devoted to public company responsibilities for Holdco.
• Holdco 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 being an emerging growth company, foreign private issuer, and controlled company.
• Holdco's dual-class share structure limiting investor influence.
• No assurance that Holdco's ordinary shares will be approved for listing on Nasdaq or that listing rules will be complied with.
• Risks associated with going public via SPAC vs. IPO.
• Dilution from future share issuances and release of lock-up agreements.
• dMY's securities delisted from NYSE American, now on OTC Markets.
• dMY's board did not obtain a third-party valuation or fairness opinion.
• Conflicts of interest for dMY's Sponsor, directors, and officers.
• Immediate dilution for dMY's public shareholders.
• Redemption rights exercise by dMY public shareholders increasing transaction failure probability.
• No assurance that the Proposed PIPE Investment or other financing will be completed.
• Potential for securities class action and derivative lawsuits against dMY.
• Closing conditions for the Business Combination Agreement may not be satisfied timely.
• No assurance of sufficient capital raise in PIPE to satisfy minimum cash condition.
• PIPE investment contingent on Business Combination closing.
• Securities issued in the Proposed PIPE Investment will not be registered with the SEC, limiting transferability.

Future Outlook

Horizon Quantum Computing anticipates achieving practical quantum advantage in the coming years by building software infrastructure to empower developers. The business combination is expected to close by Q1 2026, with a target of up to $50 million in additional equity financing to fund platform expansion. The company expects to incur significant expenses and continuing losses for the foreseeable future as it invests in research and development and business operations.

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 believe Triple Alpha is laying the foundation for the first true quantum OS kernel.
• We view tight integration between hardware and software as critical to realizing the full potential of quantum computing.
• We expect to become one of the very first software companies to operate its own quantum computers.
• Commercial applications are likely to emerge soon, the application infrastructure needs to be ready.

Industry Context

The filing highlights the quantum computing industry's rapid progress, noting that quantum error correction is now a reality, quantum computers are becoming harder to simulate classically, and new qubit platforms are emerging. It posits that quantum computing has reached an inflection point, with practical quantum advantage expected in the coming years. Horizon aims to capitalize on this by providing hardware-agnostic software infrastructure, drawing a parallel to how software captured more value than hardware in past technology cycles (e.g., Windows, iOS/Android, AWS, CUDA).

Comparison to Industry Standards

• Horizon Quantum Computing's valuation at $500 million pre-money equity value (plus $4 million SAFE financing) compares to an average market capitalization of approximately $16 billion for pure-play public quantum computing companies like IonQ, Rigetti Computing, Quantum Computing Inc., and Quantum Bridge Technologies as of October 13, 2025.
• The company's hardware-agnostic software infrastructure approach is contrasted with existing approaches that often navigate a trade-off between flexibility and portability, aiming to avoid this trade-off entirely.
• Triple Alpha's capabilities, such as dynamic memory allocation and network I/O mid-computation, are presented as foundational for a true quantum OS kernel, surpassing current capabilities of platforms like IBM, Rigetti, IonQ, and IQM in certain aspects.
• The historical value capture of platform development in classical computing (e.g., Windows PC $23B, iOS/Android Mobile $201B/$40B, AWS Web $108B, Nvidia Cuda GPU/AI $116B, VMware Virtualization $21B in 2024 revenues) is used to illustrate the potential for quantum software to capture significant value.

Corporate Governance

Stakeholder Impact

• Shareholders of dMY will experience immediate dilution as a consequence of the issuance of Holdco securities and future equity awards.
• Existing Horizon Quantum shareholders will roll 100% of their holdings and retain approximately 84.1% ownership, subject to a two-year lock-up.
• Employees of Horizon will be subject to equity awards, and key employees are critical to the company's success, with loss of key personnel like Joseph Fitzsimons or Si-Hui Tan potentially harming the business.
• Customers and developers are targeted for attraction and retention, with the success of the business dependent on increasing their spending and commercial engagement with Horizon's tools.
• Suppliers of quantum computing equipment are critical, and supply chain disruptions could delay deployment and adversely affect the business.
• Strategic and financial investors are targeted for up to $50 million in equity financing, with $4 million already secured.

Next Steps

• Holdco and Horizon will file a registration statement on Form F-4 with the SEC, including 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.
• The Business Combination is expected to close by Q1 2026.
• Horizon will continue to develop its Triple Alpha platform, including features like classical program restructuring & classification and algorithm construction.
• Horizon expects to become one of the first software companies to operate its own quantum computers, with an on-site testbed being assembled.

Key Dates

Recommendation

The proposed business combination offers exposure to the nascent but high-potential quantum computing software sector. Horizon's hardware-agnostic approach and focus on software infrastructure are strategic positives, positioning it to capture value as the industry matures. However, the company is in its very early stages, with a history of significant losses and a reliance on future technological advancements and market adoption, which are inherently uncertain. The SPAC partner's delisting to OTC Markets and the absence of a third-party fairness opinion for the transaction introduce additional caution. Given the high-risk, high-reward nature of early-stage deep tech and the current financial profile, a 'hold' recommendation is appropriate for investors already exposed, while new investors should approach with extreme caution and a long-term horizon, acknowledging the significant speculative elements.

Keywords

Quantum Computing, Quantum Software, Horizon Quantum Computing, dMY Squared Technology Group, SPAC, Business Combination, Triple Alpha, Quantum Advantage, Software Infrastructure, Deep Tech, Singapore, Holdco, PIPE Investment