425: Horizon Quantum & dMY Squared File Draft F-4 for Merger

Horizon Quantum Computing and dMY Squared Technology Group announce the confidential submission of a draft Form F-4 registration statement with the SEC for their proposed business combination.

Summary

• dMY Squared Technology Group, Inc. (dMY), Rose Holdco Pte. Ltd. (Holdco), and Horizon Quantum Computing Pte. Ltd. (Horizon) announced the confidential submission of a draft registration statement on Form F-4 to the SEC.
• This submission is in connection with their previously disclosed business combination agreement, initially announced on September 9, 2025.
• The Form F-4 will include a preliminary proxy statement for dMY and a preliminary prospectus for Holdco regarding the securities to be offered in the Business Combination.
• Upon closing, Holdco's Class A ordinary shares and warrants are expected to be listed on the Nasdaq Stock Market under the symbols HQ and HQW, subject to SEC review and shareholder approvals.
• Horizon Quantum Computing is developing a hardware-agnostic software platform that aims to make quantum computing accessible to software developers by removing the need for deep quantum expertise.
• dMY Squared is a blank check company (SPAC) whose business purpose is to effect a merger or similar business combination with one or more businesses.

Sentiment

Score: 7

Explanation: The filing indicates positive progress on a significant business combination, moving towards a public listing for an innovative quantum computing company. While procedural, it confirms the transaction is on track, which is generally positive for the involved parties. The extensive risk disclosure is standard for such filings.

Positives

• The confidential submission of the draft Form F-4 registration statement indicates positive progress towards the completion of the business combination.
• Horizon Quantum Computing's focus on a hardware-agnostic software platform addresses a key barrier to quantum computing adoption, potentially unleashing its broader potential.
• The expected Nasdaq listing for Holdco's securities (HQ and HQW) post-merger signifies a move to a major exchange, which can enhance liquidity and investor visibility.

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.
• Horizon's ability to scale and grow its business, and the realization of the advantages and expected growth of Horizon.
• 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, among other things, 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.
• Horizon's estimates of expenses and profitability.
• The amount of redemptions by dMY public shareholders.
• Other risks and uncertainties included in the Risk Factors sections of the dMY Annual Report (Form 10-K for fiscal year ended December 31, 2024), dMY Quarterly Report (Form 10-Q for the period ended June 30, 2025), and the Registration Statement.

Future Outlook

The business combination is expected to proceed, with Holdco's securities anticipated to be listed on Nasdaq under HQ and HQW upon closing. The completion is subject to SEC review, shareholder approvals, and customary closing conditions. Horizon aims to scale and grow its business, leveraging its quantum computing software platform to make the technology more accessible.

Industry Context

This filing represents a typical de-SPAC transaction, where a Special Purpose Acquisition Company (dMY Squared) merges with a private operating company (Horizon Quantum Computing) to take it public. The quantum computing sector is an emerging, high-growth technology area, and Horizon's focus on a hardware-agnostic software platform aims to address a key barrier to adoption by making quantum computing more accessible to a broader range of software developers.

Stakeholder Impact

• Shareholders of dMY will vote on the business combination and will receive Holdco securities if the merger completes, transitioning their investment from a SPAC to a quantum computing company.
• Shareholders of Horizon will become shareholders of Holdco upon completion of the business combination.
• Employees of Horizon and dMY may experience integration efforts and potential changes in corporate structure post-merger.
• Customers and suppliers of Horizon may see potential for increased visibility and resources for the company post-merger, which could impact business relationships.

Next Steps

• Completion of the SEC review process for the draft registration statement on Form F-4.
• Declaration of effectiveness of the Registration Statement by the SEC.
• Mailing of a definitive proxy statement/prospectus to dMY shareholders.
• Establishment of a record date for voting on the Business Combination.
• Special Meeting of dMY shareholders to vote on the Business Combination.
• Obtaining approval from Horizon's shareholders.
• Satisfaction of customary closing conditions for the Business Combination.
• Listing of Holdco's Class A ordinary shares and warrants on Nasdaq under symbols HQ and HQW.

Key Dates

Recommendation

This filing is a procedural update confirming the progress of a previously announced business combination. It does not contain new financial performance data or significant strategic shifts that would warrant a 'buy' or 'sell' recommendation based solely on this document. Investors should 'hold' and await further details from the definitive proxy statement/prospectus, which will contain more comprehensive information for a thorough investment decision. The extensive list of risks also suggests caution.

Keywords

Horizon Quantum Computing, dMY Squared Technology Group, Rose Holdco, Business Combination, SPAC, Merger, Form F-4, SEC Filing, Quantum Computing, Nasdaq Listing, Technology, De-SPAC