425: Horizon Quantum to Merge with dMY Squared SPAC

dMY Squared Technology Group, Inc. announces a proposed business combination with Rose Holdco Pte. Ltd. and Horizon Quantum Computing Pte. Ltd., targeting a Q1 2026 close.

Summary

• dMY Squared Technology Group, Inc. (dMY) has entered into a business combination agreement with Rose Holdco Pte. Ltd. (Holdco) and Horizon Quantum Computing Pte. Ltd. (Horizon).
• The proposed transaction values Horizon Quantum at a $500 million pre-money equity value, which will increase dollar-for-dollar by any additional financing raised prior to closing, including $4 million in SAFE financing already secured.
• The pro forma enterprise value of the combined entity is estimated at $541.0 million, based on a trust value of $11.53 per share and 52.0 million pro forma shares outstanding (assuming 0% redemptions).
• Total sources for the transaction amount to $600.4 million, including $27.0 million from dMY's cash in trust, $50.0 million in targeted equity financing, $1.2 million in Horizon's existing cash, and rollover equity from Horizon and dMY's sponsor.
• Uses of funds include $58.2 million cash to the balance sheet and $20.0 million for estimated transaction expenses, alongside rollover equity.
• Existing Horizon Quantum shareholders are expected to roll 100% of their holdings, retaining approximately 84.1% ownership of the combined company, while dMY public shareholders would own 4.5% and equity financing investors 8.3%.
• Holdco will implement a dual-class share structure, with Class A shares having one vote and Class B shares (initially held solely by Horizon's founder) having three votes per share.
• Horizon Quantum reported revenue of $263,505, an operating loss of $5,746,892, and a net loss of $5,477,364 for the fiscal year ended December 31, 2024 (US$).
• The company has a history of operating losses and expects to incur significant expenses and continuing losses for the foreseeable future as it invests in research and development.
• All Horizon Quantum shareholders and the dMY sponsor will be subject to a two-year lock-up period for their shares.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive, reflecting the strategic move to go public and the significant potential of the quantum computing market. However, it is tempered by Horizon Quantum's early stage, history of substantial operating losses, and the inherent high risks associated with developing a nascent, complex technology like quantum computing. The success is highly dependent on future technological advancements and market adoption.

Positives

• Horizon Quantum Computing positions itself with a first-mover advantage in quantum software infrastructure, anticipating software to drive commercial adoption of quantum hardware.
• The company employs a hardware-agnostic approach, aiming to provide users flexibility across various quantum systems and vendors.
• Horizon Quantum is expected to be the only public software infrastructure pure-play in quantum computing with a capital-efficient model.
• The company boasts a world-class, deep-science team focused on quantum software development.
• The product and go-to-market roadmap is designed to meet commercial demand in a compelling market opportunity.
• Quantum computing is described as having reached an inflection point, with rapid progress in error correction, new qubit platforms, and commercial applications expected within the next five years.
• Horizon Quantum operates its own quantum computers, viewing tight integration between hardware and software as critical for realizing quantum computing's full potential.

Negatives

• Horizon Quantum Computing has a history of operating losses, reporting a net loss of $5,477,364 for the fiscal year ended December 31, 2024 (US$).
• The company expects to incur significant expenses and continuing losses for the foreseeable future as it invests in ongoing research and development and business operations.
• Horizon Quantum is in its very early stages with a limited operating history, making future results difficult to forecast.
• The company's revenue for the fiscal year ended December 31, 2024, was only $263,505, indicating a nascent commercialization phase.

Risks

• Horizon will require significant cash for ongoing research and development and business operations, potentially needing additional capital sooner than anticipated.
• The company's limited operating history makes forecasting future results difficult, and quantum computing might never become commercially viable or widely adopted.
• Horizon has a history of operating losses and expects to incur significant expenses and continuing losses for the foreseeable future.
• Inaccurate estimates of market opportunity and growth forecasts could harm the business.
• Dependence on technological advances by other companies and academic institutions means some products may not be successfully commercialized if these advances do not materialize.
• Failure to effectively manage growth could harm the business and results of operations.
• Inability to attract and retain customers, including government entities and large enterprises, or to increase their spending, would harm revenue and growth prospects.
• Failure to maintain and enhance the brand or adequately commercialize tools could harm the business.
• Reliance on third-party quantum hardware providers means the pace of hardware development (qubit counts, error rates, availability) is outside of Horizon's control.
• R&D investments may not translate into new capabilities or material enhancements to the Triple Alpha platform, or may not be used efficiently.
• Business and growth are dependent on the success of strategic relationships with third parties.
• Reliance on a limited number of suppliers for quantum computing equipment could lead to supply chain disruptions and delays in deployment.
• Inability to install and maintain a functional quantum computer may incur substantial costs and damage reputation.
• The quantum computing industry is in its early stages and volatile; slow development, development not requiring Horizon's solutions, or negative publicity could harm business growth.
• If quantum hardware providers prefer to offer their own proprietary software stacks, Horizon's ability to commercialize products will be limited.
• High dependence on attracting and retaining senior executive leadership and key technical employees (e.g., quantum physicists, software engineers).
• The loss of key personnel like Dr. Joseph Fitzsimons (CEO) or Dr. Si-Hui Tan (CSO) could harm the business.
• Adverse effects from unfavorable economic and market conditions, and geopolitical volatility.
• Dependence on cloud providers for operations.
• Real or perceived errors, failures, or bugs in products and services could materially and adversely affect operating results.
• Requirement to comply with stringent, complex, and evolving data privacy and security laws and regulations.
• Potential exposure to product liability claims.
• Inability to obtain, maintain, and protect intellectual property rights, or facing patent infringement claims.
• Singapore takeover laws may vary from other jurisdictions.
• Holdco's only significant asset will be its ownership of Horizon.
• Holdco will incur higher costs and management will devote substantial time to public company responsibilities.
• Holdco's management team has limited experience managing and operating a U.S. public company.
• An active, liquid trading market for Holdco's securities may not develop.
• Difficulties enforcing foreign court judgments against Holdco.
• Holdco will be an emerging growth company, a foreign private issuer, and a controlled company, which may affect regulatory compliance and investor protections.
• Holdco's dual-class share structure with different voting rights will limit investors' ability to influence corporate matters and could discourage change of control transactions.
• No assurance that Holdco's ordinary shares will be approved for listing on Nasdaq or that Holdco will comply with continued listing rules.
• The SPAC business combination process differs from an IPO and may create risks for unaffiliated investors.
• Future issuance of additional shares by Holdco may result in dilution to other shareholders.
• The ability of dMY's public shareholders to exercise redemption rights could increase the probability that the Business Combination would be unsuccessful.
• No assurance that the Proposed PIPE Investment or any other additional financing will be completed.
• dMY's securities were delisted from the NYSE American exchange and are traded on the OTC Markets, limiting investor transaction ability and subjecting dMY to additional trading restrictions.
• dMY's board did not obtain a third-party valuation or fairness opinion for the Business Combination.
• dMY's Sponsor, directors, and officers have interests in the Proposed Transactions that are different from, or in addition to/in conflict with, those of dMY's shareholders generally.
• dMY's public shareholders will experience immediate dilution from the issuance of Holdco securities and future equity awards.
• The completion of the Business Combination is subject to certain closing conditions that may not be satisfied on a timely basis, if at all.
• The Proposed PIPE Investment will only be consummated if the Business Combination closes, and its closing is subject to conditions outside dMY's and Horizon's control.
• Securities issued in the Proposed PIPE Investment will not be registered with the SEC and cannot be transferred or resold except under exemptions.

Future Outlook

The business combination is expected to close by Q1 2026, with the combined entity aiming to fund platform expansion. Horizon Quantum anticipates that practical quantum advantage will be achieved in the coming years, and commercial applications for quantum computing are expected to emerge within the next five years. The company plans to continue developing its Triple Alpha platform to enable software developers to leverage quantum processing power.

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 are executing an ambitious plan to enable software developers to access the power of quantum computing by developing tools to automatically accelerate classical software using quantum processing.
• We view tight integration between hardware and software as critical to realizing the full potential of quantum computing.

Industry Context

The filing highlights that classical computing is approaching the limits of Moore's Law, while quantum computing is at an inflection point, with Nevin's Law suggesting double-exponential growth. Significant progress in quantum error correction and the emergence of new qubit platforms are noted. The industry is poised for commercial applications within the next five years, creating a demand for robust software infrastructure, which Horizon Quantum aims to provide. The historical trend of software capturing more value than hardware in past technology cycles is presented as a potential parallel for quantum computing.

Comparison to Industry Standards

• The average market capitalization of pure-play public quantum computing companies (IONQ, RGTI, QBTS, QUBT) was approximately $16 billion as of October 13, 2025, providing a benchmark for the nascent quantum computing market.

Corporate Governance

Legal Proceedings

• The filing mentions the risk of legal proceedings that may be instituted against the parties following the announcement of the Proposed Transactions, which could be costly and delay or prevent the Business Combination.

Related Party Transactions

• dMY's Sponsor and dMY's directors and officers and their affiliates have interests in the Proposed Transactions that are different from, or in addition to and/or in conflict with, those of dMY's shareholders generally.

Stakeholder Impact

• Shareholders of dMY will experience immediate dilution as a consequence of the issuance of Holdco securities in the Business Combination, the Proposed PIPE Investment, and future equity awards to Horizon employees.
• dMY's public shareholders' ability to exercise redemption rights could increase the probability that the Business Combination would be unsuccessful.
• Employees of Horizon Quantum Computing are critical to its success, particularly quantum physicists and software engineers, and the company's ability to attract and retain them is a key factor.
• Customers, including government entities and large enterprises, are essential for Horizon's revenue and growth, and failure to attract and retain them would be harmful.
• Suppliers of quantum computing equipment are limited, and supply chain disruptions could delay Horizon's ability to deploy equipment.
• Creditors are not explicitly mentioned, but the company's history of losses and need for future capital could impact its credit profile.

Next Steps

• dMY, Holdco, and Horizon will prepare and file a registration statement on Form F-4 with the SEC, which will include a preliminary proxy statement and prospectus.
• After the Registration Statement is declared effective, dMY will mail a definitive proxy statement/prospectus to its shareholders for voting on the Business Combination.
• A special meeting of dMY shareholders will be held to vote on the Business Combination and other related matters.
• The Business Combination is expected to close by Q1 2026, subject to the satisfaction of closing conditions and shareholder approvals.

Key Dates

Recommendation

The recommendation is 'hold' for existing dMY shareholders due to the significant strategic potential of merging with Horizon Quantum, a company positioned as a first-mover in quantum software infrastructure within a rapidly evolving and high-growth industry. The hardware-agnostic approach and world-class team offer a compelling long-term vision. However, the company is in its very early stages, evidenced by substantial operating losses and minimal revenue, making it a high-risk, high-reward investment. The success hinges on future technological advancements, market adoption, and successful execution of its ambitious roadmap. New investors should approach with caution, as the inherent volatility and unproven commercial viability of quantum computing, coupled with potential dilution and governance structure, warrant a 'wait and see' approach until more concrete commercial milestones are achieved.

Keywords

Quantum Computing, SPAC, Business Combination, Software Infrastructure, Horizon Quantum, dMY Squared, Triple Alpha, Deep Tech, Artificial Intelligence, SEC Filing, Merger