SCHEDULE: Horizon Quantum Holdings Completes Business Combination
Beneficial Ownership Report
Harry L. You and dMY Squared Sponsor, LLC report significant beneficial ownership in Horizon Quantum Holdings Ltd. following a completed business combination.
Summary
- Harry L. You and dMY Squared Sponsor, LLC collectively beneficially own 4,097,358 Class A Ordinary Shares of Horizon Quantum Holdings Ltd., representing 11.8% of the class.
- The beneficial ownership includes 49,214 Class A Ordinary Shares held directly by Mr. You, 1,163,484 Class A Ordinary Shares held by dMY Squared Sponsor, LLC, and 2,884,660 Class A Ordinary Shares issuable upon the exercise of warrants held by dMY Squared Sponsor, LLC.
- The warrants held by dMY Squared Sponsor, LLC become exercisable 30 days after March 19, 2026.
- The reported ownership stems from the completion of a Business Combination Agreement on March 19, 2026, involving Horizon Quantum Computing Pte. Ltd. and dMY Squared Technology Group, Inc.
- In connection with the business combination, Mr. You's simple agreement for future equity (SAFE) in Horizon converted into 49,214 Class A Ordinary Shares.
- dMY Squared Sponsor, LLC's Class B common stock of dMY Squared Technology Group, Inc. was converted and exchanged for 1,163,484 Class A Ordinary Shares of the Issuer.
- dMY Squared Sponsor, LLC's warrants of dMY Squared Technology Group, Inc. were exchanged for 2,884,660 warrants of the Issuer.
- Reporting Persons entered into a Lock-Up Agreement, restricting transfer of Class A Ordinary Shares for two years and warrants for 30 days after March 19, 2026.
- A Registration Rights Agreement was also executed, obligating the Issuer to register for resale certain Class A Ordinary Shares and Warrants held by the Reporting Persons.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily confirming the successful completion of a previously announced business combination. The significant insider ownership and lock-up agreements are positive for stability and alignment of interests.
Positives
- The successful completion of the Business Combination Agreement on March 19, 2026, provides clarity on the company's structure and operations.
- Harry L. You, a director of the Issuer, and dMY Squared Sponsor, LLC hold a significant aggregate beneficial ownership of 11.8% and 11.6% respectively, indicating strong insider alignment and confidence.
- Lock-Up Agreements for Class A Ordinary Shares (two years) and Warrants (30 days) demonstrate a commitment to long-term value and market stability post-merger.
- Indemnification agreements for Mr. You and dMY Squared Sponsor, LLC provide protection for key personnel and the investment vehicle, which is standard practice and helps attract and retain qualified individuals.
Risks
- The value of the Class A Ordinary Shares and Warrants held by the Reporting Persons is subject to market fluctuations and the overall performance of Horizon Quantum Holdings Ltd.
- The ability of Reporting Persons to sell or dispose of securities is subject to transfer restrictions under the Lock-Up Agreement for a specified period.
- Future acquisitions or dispositions of securities by the Reporting Persons could impact the market price of the Issuer's shares.
Future Outlook
Harry L. You, as a director, may engage with management and the board on operational, strategic, financial, or governance matters to maximize stockholder value. The Reporting Persons intend to continue reviewing their investments and may acquire additional securities or dispose of existing ones in the future, depending on market conditions and the Issuer's prospects.
Management Comments
- Mr. You serves as a director of the Issuer and the manager and sole member of dMY Sponsor.
- Reporting Persons have acquired the shares for investment purposes and intend to continue reviewing their investments in the Issuer.
Industry Context
StockSavvy.ai notes this filing is a standard post-de-SPAC transaction disclosure, confirming the successful completion of the business combination between Horizon Quantum Computing and dMY Squared Technology Group. The significant insider ownership and lock-up agreements are typical features designed to provide stability and align interests following such a merger.
Comparison to Industry Standards
- The beneficial ownership percentage of 11.8% for a key individual and associated entity post-SPAC merger is a substantial stake, often seen as a positive indicator of long-term commitment, comparable to insider holdings in successful technology SPACs like Desktop Metal (DM) or Lucid Group (LCID) post-merger.
- The two-year lock-up period for Class A Ordinary Shares is a common, and often longer-than-minimum, restriction for founders and sponsors in de-SPAC transactions, aligning with best practices for demonstrating commitment beyond initial merger completion.
- The inclusion of a Registration Rights Agreement is standard for SPAC sponsors and PIPE investors, providing a pathway for future liquidity while managing market impact.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | NA | Harry L. You | 03/19/2026 | Completion of the Business Combination Agreement. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Constitution Amendment | The Issuer adopted an amended and restated constitution (Holdco A&R Constitution) in connection with its conversion to a Singapore public company limited by shares. | 03/19/2026 | Establishes the governance framework for the newly public Singaporean entity, aligning with public company requirements. |
| Indemnification Agreements | Indemnification Agreements were entered into with Harry L. You (as a director) and dMY Squared Sponsor, LLC, providing for indemnification and advancement of expenses to the fullest extent permitted by law. | 03/19/2026 | Enhances protection for key personnel and the sponsor entity, which is crucial for attracting and retaining talent and mitigating personal liability risks associated with corporate service. |
| Registration Rights Agreement | The Issuer entered into a Registration Rights Agreement with certain shareholders, including the Reporting Persons, to register for resale certain Class A Ordinary Shares and Warrants. | 03/19/2026 | Provides a mechanism for key shareholders to achieve liquidity for their holdings in the future, subject to market conditions and lock-up periods. |
Related Party Transactions
- Harry L. You's Simple Agreement for Future Equity (SAFE) in Horizon Quantum Computing Pte. Ltd. converted into 49,214 Class A Ordinary Shares of the Issuer.
- dMY Squared Sponsor, LLC's Class B common stock of dMY Squared Technology Group, Inc. was converted and exchanged for 1,163,484 Class A Ordinary Shares of the Issuer.
- dMY Squared Sponsor, LLC's warrants of dMY Squared Technology Group, Inc. were exchanged for 2,884,660 warrants of the Issuer.
- Harry L. You and dMY Squared Sponsor, LLC entered into a Lock-Up Agreement with the Issuer regarding transfer restrictions on their shares and warrants.
- Harry L. You and dMY Squared Sponsor, LLC are parties to a Registration Rights Agreement with the Issuer.
- Harry L. You entered into an Indemnification Agreement with the Issuer as a director.
- dMY Squared Sponsor, LLC entered into a Sponsor Indemnification Agreement with the Issuer.
Stakeholder Impact
- Shareholders: Confirmation of the business combination and the new ownership structure provides clarity. Lock-up agreements for significant shareholders may contribute to market stability. Registration rights offer a future path to liquidity for certain large holders.
- Management/Board: Harry L. You's appointment as a director brings his experience to the board. Indemnification agreements provide protection for directors and the sponsor.
- Company: The completion of the business combination signifies a new operational phase as a public company, with a defined corporate governance structure and shareholder base.
Next Steps
- Warrants held by dMY Squared Sponsor, LLC will become exercisable 30 days after March 19, 2026.
- The Issuer is obligated to file a registration statement for the resale of certain Class A Ordinary Shares and Warrants within 30 days after March 19, 2026.
- Harry L. You, as a director, may engage with management and the board on various company matters.
- Reporting Persons may acquire additional securities or dispose of existing securities in the future.
Key Dates
| Date | Description |
|---|---|
| 09/09/2025 | Business Combination Agreement entered into by the Issuer, Horizon Quantum Computing Pte. Ltd., dMY Squared Technology Group, Inc., Merger Sub 1, and Merger Sub 2. |
| 03/19/2026 | Date of event requiring filing; completion of the Business Combination, including the Amalgamation and SPAC Merger. Mr. You's SAFE converted to Class A Ordinary Shares, Mr. You became a director, and dMY Sponsor's securities were exchanged for Issuer securities. Lock-Up and Registration Rights Agreements were entered into. |
| 03/20/2026 | Date of filing of this Schedule 13D. |
| 04/18/2026 | Warrants held by dMY Squared Sponsor, LLC become exercisable (30 days after March 19, 2026). |
| 04/18/2026 | Deadline for the Issuer to file a registration statement for resale of certain Class A Ordinary Shares and Warrants (within 30 days after March 19, 2026). |
| 03/19/2028 | Lock-up period for Class A Ordinary Shares beneficially owned by Reporting Persons ends (two years after March 19, 2026). |
Recommendation
holdThe filing confirms the successful completion of the business combination, a previously announced event. The substantial beneficial ownership by Harry L. You and dMY Squared Sponsor, LLC, along with the lock-up agreements, signals strong insider commitment and alignment with long-term value. However, without new operational or financial performance data, a 'hold' recommendation is appropriate as this filing primarily updates on ownership structure post-merger rather than providing new catalysts for a change in investment thesis.
Keywords
Horizon Quantum Holdings, Harry L. You, dMY Squared Sponsor, Beneficial Ownership, Schedule 13D, Business Combination, SPAC Merger, Warrants, Lock-Up Agreement, Registration Rights, Corporate Governance, Singapore Public Company
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.