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

Horizon Quantum Computing and dMY Squared Technology Group have confidentially submitted a draft Form F-4 registration statement to the SEC for their proposed business combination.

Summary

• dMY Squared Technology Group, Inc. (dMY), a Special Purpose Acquisition Company (SPAC), Rose Holdco Pte. Ltd. (Holdco), and Horizon Quantum Computing Pte. Ltd. (Horizon) are proceeding with a previously announced business combination.
• Holdco and Horizon have confidentially submitted a draft registration statement on Form F-4 to the U.S. Securities and Exchange Commission (SEC) in connection with the Business Combination.
• The Business Combination Agreement was initially entered into 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.
• Upon the closing of the transaction, 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 customary closing conditions, including shareholder approvals.
• Horizon Quantum Computing is developing a hardware-agnostic software platform designed to make quantum computing accessible to a wider range of software developers by removing the need for deep quantum expertise.
• Horizon was founded in 2018 by Dr. Joseph Fitzsimons, who has two decades of experience in quantum computing and computational complexity theory. Dr. Si-Hui Tan, Chief Science Officer, also has extensive experience in quantum research.

Sentiment

Score: 7

Explanation: The confidential submission of the Form F-4 is a positive and expected procedural step towards the completion of the business combination, indicating progress. However, the filing itself is primarily administrative and includes standard extensive risk disclosures typical for such transactions, which temper the immediate positive impact.

Positives

• The confidential submission of the draft Form F-4 marks a significant procedural step forward in the completion of the business combination, indicating progress towards the merger.
• Horizon's development of a hardware-agnostic software platform has the potential to democratize quantum computing, broadening its application and market reach.
• The expected listing of Holdco's securities on Nasdaq under HQ and HQW post-merger provides a clear path to public market access and liquidity for Horizon.
• Horizon is led by an experienced management team, including founder Dr. Joseph Fitzsimons and Chief Science Officer Dr. Si-Hui Tan, both with two decades of experience in quantum computing and research.

Risks

• The occurrence of any event, change, or other circumstances that could lead 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 due to failure to obtain shareholder approvals from Horizon and dMY 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 effectively.
• 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 disrupts 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 related to the Business Combination could be higher than anticipated.
• Changes in applicable laws and regulations or broader political and economic developments could adversely affect the combined entity.
• The possibility that Horizon may be adversely affected by other economic, business, and/or competitive factors.
• Inaccuracies in Horizon's estimates of expenses and profitability.
• The amount of redemptions by dMY public shareholders could impact the capital available to the combined company.
• Other risks and uncertainties detailed in the Risk Factors sections of dMY's Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and the Registration Statement.

Future Outlook

The filing indicates expectations for future performance and anticipated financial impacts of the Business Combination, including the satisfaction of closing conditions and the timing of its completion. Holdco's Class A ordinary shares and warrants are expected to be listed on the Nasdaq Stock Market under the symbols HQ and HQW upon the closing of the transaction, subject to SEC review and shareholder approvals.

Management Comments

• Dr. Joseph Fitzsimons, founder of Horizon, has two decades of experience in quantum computing and computational complexity theory.
• Dr. Si-Hui Tan, Horizon's Chief Science Officer, holds a Ph.D. in Physics from MIT and has been actively involved in quantum research for two decades.

Industry Context

The quantum computing industry is a nascent but rapidly evolving sector, attracting significant investment in both hardware and software development. Horizon's focus on a hardware-agnostic software platform addresses a critical industry challenge: making quantum computing more accessible and usable for a broader range of developers. This approach is vital for the commercialization and widespread adoption of quantum technologies. The SPAC merger with dMY Squared Technology Group signifies continued investor confidence in the long-term potential of quantum software solutions and provides a pathway for Horizon to access public capital markets, aligning with a broader trend of innovative technology companies seeking public listings.

Stakeholder Impact

• **Shareholders (dMY):** Will be required to vote on the business combination and, if approved, will become shareholders of Holdco, transitioning their investment from a SPAC to a quantum computing company. The amount of redemptions by public shareholders is a risk factor.
• **Shareholders (Horizon):** Will become shareholders of Holdco, gaining access to public market liquidity for their investment.
• **Employees (Horizon/dMY):** The business combination could lead to integration efforts and potential changes in corporate structure, though specific impacts are not detailed in this filing.
• **Customers/Suppliers (Horizon):** Increased visibility and potential for growth resulting from the public listing could impact existing and future business relationships, though no direct operational changes are mentioned.

Next Steps

• Completion of the SEC review process for the draft Form F-4 registration statement.
• Filing of a definitive Registration Statement on Form F-4, which will include a definitive proxy statement/prospectus.
• Establishment of a record date for voting on the Business Combination.
• Mailing of a definitive proxy statement/prospectus to dMY's shareholders.
• A special meeting of dMY shareholders to vote on the Business Combination.
• Obtaining approval from both dMY's and Horizon's shareholders.
• Satisfaction of customary closing conditions for the Business Combination.
• Listing of Holdco's Class A ordinary shares and warrants on the Nasdaq Stock Market under the symbols HQ and HQW upon the closing of the transaction.

Key Dates

Recommendation

The filing confirms a key procedural step in the previously announced business combination between dMY Squared Technology Group and Horizon Quantum Computing. While this is a positive development, it does not introduce new fundamental information that would significantly alter the investment thesis for dMY shareholders at this stage. Investors should hold pending further details in the definitive proxy statement/prospectus and the outcome of shareholder votes, while carefully evaluating the risks associated with the quantum computing sector and SPAC mergers.

Keywords

Quantum Computing, SPAC, Business Combination, Form F-4, Nasdaq Listing, Software Platform, Horizon Quantum Computing, dMY Squared Technology Group, Merger