20-F: Horizon Quantum Holdings Completes SPAC Merger, Lists on Nasdaq

Horizon Quantum Holdings Ltd. has successfully completed its business combination and commenced trading on Nasdaq, securing significant capital for its quantum computing software development.

Summary

• Horizon Quantum Holdings Ltd. (Holdco) completed its business combination with dMY Squared Technology Group, Inc. (SPAC) and Horizon Quantum Computing Pte. Ltd. (Horizon) on March 19, 2026.
• The merger consideration for Horizon shareholders totaled $508,384,000, paid entirely in newly issued Holdco Class A and Class B Ordinary Shares.
• A PIPE Private Placement raised $111,900,000 by issuing 9,196,021 Class A Ordinary Shares at $11.82 per share, closing simultaneously with the business combination.
• Approximately $13,000,000 was disbursed from DMY's trust account as part of the transaction.
• As of March 19, 2026, Holdco has 51,578,134 Ordinary Shares outstanding (31,833,549 Class A and 19,744,585 Class B) and 6,044,154 Warrants outstanding (3,159,494 Public and 2,884,660 Private), exercisable at $11.50 per share.
• Holdco Class A Ordinary Shares and Warrants began trading on Nasdaq under symbols HQ and HQWWW, respectively, on March 20, 2026.
• Horizon is a development-stage company focused on building software infrastructure for quantum computers, with its flagship product, Triple Alpha, currently in early access.
• Horizon reported a net loss of S$10.3 million (US$8.1 million) for the six months ended June 30, 2025, a 243% increase from S$2.99 million in the prior-year period.
• For the year ended December 31, 2024, Horizon's net loss was S$7.48 million (US$5.48 million), a 45% increase from S$5.17 million in 2023.
• Horizon's cash and cash equivalents decreased from S$6.6 million (US$4.9 million) at December 31, 2024, to S$0.9 million (US$0.7 million) at June 30, 2025.
• The company had an accumulated deficit of S$31.6 million (US$25.0 million) as of June 30, 2025.
• Pro forma combined cash and cash equivalents for Holdco as of March 19, 2026, are SGD 138,000,887, with total equity of SGD 125,911,521.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a pivotal moment for Horizon, securing significant capital and a public listing, which are crucial for a development-stage quantum computing company. However, the substantial historical losses and ongoing 'going concern' warning prior to the merger temper the immediate financial sentiment, indicating high execution risk in a nascent industry.

Positives

• Successful consummation of the Business Combination and public listing on Nasdaq provides access to public markets and additional capital for growth.
• Significant capital raised through the PIPE Private Placement ($111.9 million) and funds from DMY's trust account ($13 million) strengthens the company's financial position.
• Strategic collaborations with leading quantum hardware providers including Rigetti Computing, Oxford Quantum Circuits Ltd., Alice & Bob, and QuEra Computing Inc. enhance ecosystem development.
• Triple Alpha software, an integrated development environment, aims to make quantum computers accessible to commercial enterprises and hardware providers.
• Strong inbound interest in early access requests for Triple Alpha from over 40 major corporations, 80 universities, 10 quantum software companies, and 15 national labs/government agencies.

Negatives

• Horizon is a development-stage company with nominal revenue, relying heavily on future adoption of quantum computing.
• Reported significant operating losses: S$10.3 million for the six months ended June 30, 2025, and S$7.48 million for the year ended December 31, 2024.
• Cash and cash equivalents for Horizon Quantum Computing Pte. Ltd. decreased substantially from S$6.6 million at December 31, 2024, to S$0.9 million at June 30, 2025.
• The company explicitly stated 'substantial doubt about our ability to continue as a going concern' prior to the Business Combination, highlighting significant financial challenges.
• Operating expenses, particularly Research and Development (295% increase) and General and Administrative (119% increase), rose significantly for the six months ended June 30, 2025.
• Foreign exchange losses increased by 206% for the six months ended June 30, 2025.

Risks

• The business model depends heavily on the pace at which quantum computing achieves meaningful adoption and 'quantum advantage'.
• Inability to establish and maintain strategic collaborations with quantum computer hardware vendors or delays in doing so could adversely impact performance.
• The market for quantum solutions is fragmented, rapidly evolving, and highly competitive, with many competitors possessing greater financial resources and expertise.
• Sales and implementation cycles for target customers (governmental agencies, large enterprises, universities) tend to be longer and these customers can exert greater purchasing power.
• Success depends on the ability to develop reliable and cost-effective software tools, requiring substantial technical expertise and adaptation to an evolving technology landscape, subject to significant uncertainty.
• Reliance on key senior management (Dr. Joseph Fitzsimons and Dr. Si-Hui Tan); their unavailability could materially and adversely impact operations.
• The ability to raise additional capital on acceptable terms or at all is crucial for future capital requirements.
• Future equity or convertible debt raises could dilute the ownership interest of existing shareholders.
• Debt financing, if available, may involve agreements with covenants limiting specific actions.
• Raising funds through collaborations may require relinquishing valuable rights to quantum computing technology on unfavorable terms.
• Risks related to maintaining the listing of Class A Ordinary Shares and Warrants on Nasdaq and operating as a public company.
• Exposure to global economic and political conditions, economic uncertainty, capital markets disruption, military conflicts, geopolitical instability, inflation, and interest rates.
• Potential inability to manage growth effectively.
• Inability to keep pace with product or marketplace innovations.
• Changes in applicable laws or regulations affecting the business.
• International trade disputes, including tariffs.
• The effects of competition on the business.
• Excise tax on stock repurchases (DMY incurred approximately $420,000 in Excise Tax and $150,000 in penalties/interest for a January 2024 redemption).

Future Outlook

Horizon expects its expenses to increase in the current fiscal year ending December 31, 2025, primarily due to increased hiring across all functions and additional overhead required to support increased headcount, as well as expenses incurred in bringing the company public. The company's future capital requirements will depend on its ability to recognize revenue and its revenue growth rate, along with the timing and extent of spending on research and development and sales and marketing efforts. The completion of the Business Combination and public listing on Nasdaq are anticipated to provide access to public markets and the ability to raise additional capital for growth.

Management Comments

• The Company believes that the application of the U.S. regulatory regime (without concurrent regulation by the Singapore Take-Over Code) would be appropriate and is therefore of the view that it is in the interests of the Company that the Waiver be obtained.
• We rely on the knowledge and experience that Dr. Fitzsimons and Dr. Tan provide in quantum science and computing technology. They are the cornerstone of our research and development efforts, which have been, and will continue to be, instrumental in our ability to develop our current and future products and services.

Industry Context

StockSavvy.ai notes that the successful completion of this SPAC merger and Nasdaq listing positions Horizon Quantum Holdings Ltd. to capitalize on the emerging quantum computing market. The company's focus on software infrastructure, particularly its Triple Alpha IDE, aligns with the industry's need to bridge the gap between nascent hardware capabilities and practical commercial applications. Strategic collaborations with hardware providers like Rigetti and Oxford Quantum Circuits are crucial in this early-stage, rapidly evolving sector, indicating a collaborative approach to ecosystem development. The significant inbound interest for early access to its software suggests strong market validation for its differentiated approach.

Management Changes

Corporate Governance

Legal Proceedings

• To the knowledge of management, there was no material litigation, arbitration, or governmental proceeding pending against the company or any members of its management team in their capacity as such as of the date of this report.

Related Party Transactions

• Harry L. You, a Director of Holdco and former Chairman/CEO/CFO of DMY, made a $500,000 SAFE investment in Horizon on December 18, 2025.
• Danielle Lambert, a Director of Holdco, is President of Penchant Holdings, Inc., which controls Penchant Family Holdings LLC, an additional PIPE Investor with a $1,000,000 investment.
• dMY Squared Sponsor, LLC, managed by Harry L. You, holds 1,163,484 Class A Ordinary Shares and 2,884,660 Warrants in Holdco.
• IonQ, Inc., a PIPE Investor, entered into a side letter agreement with commercial and governance rights, including the right to nominate a director to the Board.
• dMY Squared Sponsor, LLC agreed to indemnify the Company for certain claims against the Trust Account.
• The Company pays dMY Squared Sponsor, LLC $10,000 per month for office space, administrative, and support services under an Administrative Services Agreement, which will cease upon completion of a Business Combination or liquidation.

Stakeholder Impact

• Shareholders: Experience significant dilution from the PIPE Private Placement and potential future warrant exercises. The Class B shares held by the Founder (Dr. Joseph Fitzsimons) provide substantial voting control (65.0%).
• Employees: Benefit from the adoption of the Horizon Quantum Holdings Ltd. 2026 Equity Incentive Plan and the 2026 Employee Share Purchase Plan, providing opportunities for equity participation. Executive officers have new employment agreements.
• Customers: Gain access to Horizon's Triple Alpha software, designed to simplify quantum computing application development, potentially accelerating their quantum initiatives.
• Suppliers: A material purchase commitment of US$581,000 with Maybell Quantum Industries Inc. for hardware testbed equipment indicates ongoing business for key suppliers.
• Creditors: The company's historical operating losses and prior 'going concern' warning highlight a reliance on successful capital raises and future profitability to meet obligations.

Next Steps

• Horizon Quantum Holdings Ltd. Class A Ordinary Shares and Warrants commenced trading on Nasdaq under HQ and HQWWW on March 20, 2026.
• The Company will use commercially reasonable efforts to file a registration statement for shares issuable upon exercise of Warrants within 15 business days after March 19, 2026.
• The Company will use commercially reasonable efforts to cause the registration statement to become effective and maintain its effectiveness until Warrants expire.
• If the registration statement is not effective by the 60th business day following March 19, 2026, Warrant holders will have cashless exercise rights.
• The Company will file a registration statement for the resale of PIPE Shares within 15 business days after the consummation of the PIPE Investment.
• The Company will use commercially reasonable efforts to have the resale registration statement declared effective as soon as practicable.
• IonQ retains the right to nominate one director to the Board as long as it holds not less than 5% of the Company's outstanding voting securities.
• The expected closing of the material purchase commitment with Maybell Quantum Industries Inc. for capital equipment is in mid-2026.
• Catherine Fitzsimons will serve as Chief Legal and Compliance Officer, EVP of Strategic Initiatives and Company Secretary effective May 11, 2026.

Key Dates

Recommendation

Horizon Quantum Holdings Ltd. has successfully completed its business combination and Nasdaq listing, securing substantial capital. This is a critical step for a development-stage company in the high-potential quantum computing sector. However, the company's history of significant operating losses and the explicit 'going concern' warning prior to the merger indicate high inherent risks. While strategic collaborations and strong market interest are positive, the long-term viability hinges on achieving 'quantum advantage' and effective commercialization, which remain uncertain. A 'hold' recommendation reflects the balance between the significant growth potential in an emerging technology and the substantial financial and operational risks. Investors should monitor progress on technology development, customer adoption, and financial performance closely.

Keywords

Quantum Computing, SPAC, Business Combination, Horizon Quantum Holdings, dMY Squared Technology Group, Nasdaq Listing, Warrants, PIPE Investment, Triple Alpha Software, Financial Results, Risk Factors, Corporate Governance, Technology Development, Software Infrastructure