dMY Squared Technology Group Inc. filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 1.01. | Entry into a Material Definitive Agreement. |
PIPE Reduction Right
As previously disclosed, on December 4, 2025 and March 6, 2026, dMY Squared Technology Group, Inc., a Massachusetts corporation (“dMY”), Horizon Quantum Holdings Ltd. (formerly known as Horizon Quantum Holdings Pte. Ltd. and Rose Holdco Pte. Ltd.) (Company Registration No.: 202537774K), a Singapore public company limited by shares (“Holdco”), and Horizon Quantum Computing Pte. Ltd. (Company Registration No.: 201802755E), a Singapore private limited company by shares (“Horizon”), entered into Subscription Agreements (the “PIPE Subscription Agreements”) with certain institutional and accredited investors, qualified institutional buyers and strategic investors (the “PIPE Investors”), whereby Holdco has agreed to issue and sell, and the PIPE Investors agreed to subscribe for and purchase, in a private placement (the “PIPE Investment”), an aggregate of approximately $111.9 million of Holdco’s Class A ordinary shares (the “PIPE Shares”), at a per share price equal to the price at which dMY’s public shares may be redeemed (the “Redemption Price”) in connection with the previously-announced business combination among dMY, Holdco, and Horizon (the “Business Combination”).
As previously disclosed, dMY, Holdco, and Horizon offered to each PIPE investor the option to elect to satisfy their PIPE Investment through the use of shares of dMY Class A common stock, par value $0.0001 per share, purchased in the public market.
In connection with such offer, on March 9, 2026, dMY, Holdco, and Horizon executed an amendment (the “Amendment”) to the PIPE Subscription Agreements with certain PIPE Investors.
Pursuant to the Amendment, each such PIPE Investor may elect to satisfy its PIPE Investment by using Currently Owned Shares (as defined below) and/or Open-Market Purchase Shares (as defined below) no later than one (1) Business Day prior to the redemption deadline for the special meeting of dMY’s stockholders in connection with the Business Combination. The use of either Currently Owned Shares and/or Open-Market Purchase Shares would reduce the number of PIPE Shares that such PIPE Investor is obligated to purchase pursuant to the PIPE Subscription Agreement on a one-for-one basis (the “Reduction Right”). “Currently Owned Shares” means shares of dMY Class A common stock, par value $0.0001 per share, the PIPE Investor or its affiliates beneficially own as of the date of the Amendment. “Open-Market Purchase Shares” means shares of dMY Class A common stock, par value $0.0001 per share purchased by the PIPE Investor or its affiliates for their own accounts pursuant to open-market transactions with third parties at a per share price less than the Redemption Price.
With respect to Open-Market Purchase Shares, the Reduction Right is subject to the PIPE Investors agreeing to, and causing their affiliates to: (i) not sell or otherwise transfer such Open-Market Purchase Shares prior to the consummation of the Business Combination, (ii) not vote any Open-Market Purchase Shares in favor of approving the Business Combination and instead submit a proxy abstaining from voting thereon, and (iii) to the extent it has the right to have any of its Open-Market Purchase Shares redeemed for cash in connection with the consummation of the Business Combination, not exercise any such redemption rights (collectively, the “Open-Market Purchase Reduction Conditions”). With respect to the Currently Owned Shares, the Reduction Right is subject to the PIPE Investors agreeing to, and causing their affiliates to: (i) not sell or otherwise transfer such Currently Owned Shares prior to the consummation of the Business Combination; (ii) vote all Currently Owned Shares in favor of approving the Business Combination or any extension of dMY; and (iii) to the extent it has the right to have any of its Currently Owned Shares redeemed for cash in connection with the consummation of the Business Combination or in connection with any extension of dMY, not exercise any such redemption rights (the “Currently Owned Shares Reduction Conditions”). Any PIPE Investor who exercises the Reduction Right will be required to deliver a certificate to dMY, Holdco, and Horizon no later than one Business Days prior to the Redemption Deadline certifying that such PIPE Investor has and will comply with the Open-Market Purchase Reduction Conditions and Currently Owned Shares Reduction Conditions, as applicable, among other things.
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Amendment to IonQ Side Letter
As previously disclosed, on December 4, 2025 dMY, Holdco, Horizon, and IonQ, Inc. (“IonQ”), one of the PIPE Investors, entered into an agreement (the “Side Letter”) in connection with the PIPE Investment. Pursuant to the Side Letter, the closing of IonQ’s PIPE Subscription Agreement was to be conditioned on the entry into a commercial agreement by the parties relating to the purchase by Holdco or Horizon of quantum computing hardware from IonQ.
On March 9, 2026, dMY, Holdco, Horizon, and IonQ amended the Side Letter to provide that the closing of the IonQ PIPE Subscription Agreement will no longer be conditioned upon the aforementioned commercial agreement (the “Amendment to the Side Letter”).
The foregoing descriptions of the Amendment to the PIPE Subscription Agreement and the Amendment to the Side Letter do not purport to be complete and are qualified in their entirety by reference to the full text of the form of the Amendment to the PIPE Subscription Agreement and the Amendment to the Side Letter, copies of which are included as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference
Additional Information about the Business Combination and Where to Find It
In connection with the Business Combination, Holdco and Horizon filed a registration statement on Form F-4 relating to the Business Combination and certain other matters (the “Registration Statement”), which includes a preliminary proxy statement of dMY and a preliminary prospectus of Holdco with respect to the securities to be offered in the Business Combination. The Registration Statement became effective on February 17, 2026. The same day, dMY filed and mailed a definitive proxy statement/prospectus (the “Proxy Statement”) to its shareholders as of the record date established for voting on the Business Combination. The Proxy Statement contains important information about the Business Combination and the other matters to be voted upon at a special meeting of shareholders of dMY (the “Special Meeting”). This Current Report on Form 8-K does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. dMY, Holdco, and Horizon may also file other documents with the Securities and Exchange Commission (the “SEC”) regarding the Business Combination. dMY’s shareholders and other interested persons are advised to read the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials contain important information about dMY, Holdco, Horizon, and the Business Combination. The documents filed by dMY, Holdco, and Horizon with the SEC also may be obtained free of charge upon written request to dMY at dMY Squared Technology Group, Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144.
Participants in the Solicitation
dMY, Holdco, and Horizon and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of dMY’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of dMY’s directors and officers in dMY’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 3, 2025 (the “dMY Annual Report”) or its subsequent quarterly reports. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to dMY’s shareholders in connection with the Business Combination is set forth in the Proxy Statement for the Business Combination. Information concerning the interests of Holdco’s, Horizon’s and dMY’s participants in the solicitation, which may, in some cases, be different than those of their respective equityholders generally, is set forth in the Proxy Statement relating to the Business Combination.
Disclaimer
Past performance by Horizon’s or dMY’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Horizon’s or dMY’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Holdco, Horizon or dMY will, or are likely to, generate going forward.
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Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” with respect to dMY, Holdco, and Horizon. The expectations, estimates, and projections of the businesses of Holdco, Horizon and dMY may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “anticipate,” “intend,” “may,” “will,” “could,” “should,” “potential,” “plan” and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, expectations related to the closing of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and are subject to, without limitation, (i) known and unknown risks, including the risks and uncertainties indicated from time to time in the dMY Annual Report, dMY’s other filings with the SEC, and the Registration Statement and Proxy Statement, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by dMY, Holdco, or Horizon; (ii) uncertainties; (iii) assumptions; and (iv) other factors beyond dMY’s, Holdco’s, or Horizon’s control that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. They are neither statements of historical fact nor promises or guarantees of future performance. Therefore, actual results may differ materially and adversely from those expressed or implied in any forward-looking statements and dMY, Holdco, and Horizon therefore caution against placing undue reliance on any of these forward-looking statements.
Many of these factors are outside of the control of dMY, Holdco, and Horizon and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement, dated as of September 9, 2025, by and among dMY, Horizon and Holdco and the other parties thereto (the “Business Combination Agreement”); (2) the ability to successfully or timely consummate the private placement of an aggregate of approximately $111.9 million of Holdco’s Class A ordinary shares with certain institutional and accredited investors, qualified institutional buyers and strategic investors (the “PIPE Transaction”); (3) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination and the Business Combination Agreement; (4) 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 the Business Combination; (5) 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 of the Business Combination; (6) Holdco’s ability to scale and grow its business, including through the use of proceeds of the PIPE Transaction, and the advantages and expected growth of Holdco; (7) the cash position of Holdco following the closing of the Business Combination; (8) the inability to obtain or maintain the listing of Horizon Quantum’s securities on the New York Stock Exchange, the NYSE American, or Nasdaq following the Business Combination; (9) the risk that the announcement and pendency of the Business Combination disrupts Horizon’s current plans and operations; (10) the ability to recognize the anticipated benefits of the Business Combination and PIPE Transaction, which may be affected by, among other things, competition, the ability of Holdco to grow and manage growth profitably and source and retain its key employees; (11) costs related to the Business Combination; (12) changes in applicable laws and regulations or political and economic developments; (13) the possibility that Holdco may be adversely affected by other economic, business and/or competitive factors; (14) Holdco estimates of expenses and profitability; (15) the amount of redemptions by dMY public shareholders; (16) difficulties operating Holdco’s quantum processor and the possibility that the quantum processor does not provide the advantages that Holdco expects; (17) the ability to successfully or timely consummate the PIPE Transaction; (18) the ability of Holdco to integrate access to its quantum computing test bed within its Triple Alpha platform; (19) the ability of our coding languages to provide additional abstraction when compared to other quantum computing solutions; (20) the entry into the Side Letter and our ability to recognize the benefits of the Side Letter; (21) other risks and uncertainties included in the “Risk Factors” sections of the dMY Annual Report, dMY’s other filings with the SEC, and the Registration Statement and other documents filed or to be filed with the SEC by Holdco, Horizon and dMY. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Holdco, Horizon and dMY do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. The following exhibits are filed or furnished with this Current Report on Form 8-K: |
| Exhibit Number | Description | |
| 10.1 | Form of Amendment to the PIPE Subscription Agreement. | |
| 10.2 | Amendment to Letter Agreement, dated March 9, 2026, by and among dMY Squared Technology Group, Inc., Horizon Quantum Computing Pte. Ltd., Horizon Quantum Holdings Ltd., and IonQ, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DMY SQUARED TECHNOLOGY GROUP, INC. | ||
| By: | /s/ Harry L. You | |
| Name: | Harry L. You | |
| Title: | Chief Executive Officer, Chief Financial Officer and Chairman | |
Dated: March 9, 2026
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