8-K: DMY Squared Completes Merger, Warrants Shift to Horizon Quantum

dMY Squared Technology Group, Inc. has finalized its business combination with Horizon Quantum Computing Pte. Ltd., with warrants now exercisable for shares of the new parent entity, Horizon Quantum Holdings Ltd., trading on Nasdaq.

Summary

• dMY Squared Technology Group, Inc. (SPAC) completed its business combination with Horizon Quantum Computing Pte. Ltd. (Horizon) on March 19, 2026.
• As a result of the SPAC Merger, the SPAC became a wholly-owned subsidiary of Horizon Quantum Holdings Ltd. (Holdco), a Singapore public company.
• All existing Public Warrants (3,159,500) and Private Placement Warrants (2,884,660) of the SPAC were assumed by Holdco and are now exercisable for Holdco Class A Ordinary Shares at an initial exercise price of $11.50 per share.
• The Existing Warrant Agreement was amended to reflect Holdco as the new company, Holdco Class A Ordinary Shares as the underlying security, and updated terms for warrant exercise, redemption, and adjustments.
• Holdco Class A ordinary shares (HQ) and warrants (HQWWW) commenced trading on The Nasdaq Stock Market LLC on March 20, 2026.
• 1,403,777 SPAC Public Shares were redeemed in connection with the Business Combination at approximately $11.82 per share, totaling approximately $16.47 million.
• The SPAC adopted Second Amended and Restated Articles of Organization, changing its name to Horizon Quantum, Inc. and outlining its new capital structure as a wholly-owned subsidiary of Holdco.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive procedural step, successfully completing the business combination and enabling the combined entity to trade publicly. The significant redemptions are a common SPAC dynamic, not necessarily a negative for the underlying business.

Positives

• The successful consummation of the business combination provides Horizon Quantum Computing with access to public markets and capital for future growth.
• The transition of warrants to Holdco Class A Ordinary Shares ensures continuity for warrant holders post-merger.
• The listing of Holdco shares and warrants on Nasdaq enhances liquidity and visibility for the combined entity.

Negatives

• A significant number of SPAC Public Shares (1,403,777) were redeemed, reducing the cash proceeds available to the combined company from the SPAC trust account.

Risks

• The filing mentions that the exercise of any Warrant is subject to the satisfaction of applicable conditions, including an effective registration statement or a valid exemption being available, which could impact warrant holders' ability to exercise.
• If the registration statement for shares issuable upon warrant exercise is not declared effective by the sixtieth business day following March 19, 2026, warrant holders will have the right to exercise on a cashless basis, which may result in fewer shares received.

Future Outlook

Holdco commits to using commercially reasonable efforts to file a registration statement for the shares issuable upon exercise of the warrants within 15 business days after March 19, 2026, and to maintain its effectiveness until the warrants expire. If the registration statement is not effective by the sixtieth business day, warrant holders will gain the right to exercise on a cashless basis.

Management Comments

• Harry L. You signed on behalf of dMY Squared Technology Group, Inc. as Chief Executive Officer, Chief Financial Officer and Chairman.
• Joseph Francis Fitzsimons signed on behalf of Horizon Quantum Holdings Ltd. as Chief Executive Officer.

Industry Context

StockSavvy.ai notes that the completion of this SPAC business combination aligns with the ongoing trend of private companies seeking public market access through mergers with special purpose acquisition companies. The transition to a Singapore public company (Holdco) and its Nasdaq listing reflects a common strategy for international entities to tap into U.S. capital markets. The redemption rate, while significant, is not uncommon in the current SPAC environment, where shareholder redemptions have been a notable factor in many de-SPAC transactions.

Comparison to Industry Standards

• The initial warrant exercise price of $11.50 is a standard feature for many SPAC warrants, typically set above the initial IPO price of $10.00 per unit.
• The redemption rate of approximately $16.47 million for 1,403,777 shares, resulting in a per-share price of $11.82, is consistent with the typical redemption value for SPAC shares, which is usually close to the trust account's per-share value at the time of merger.
• The 5-year exercise period for warrants is a common duration for SPAC warrants, providing holders with a reasonable timeframe to benefit from potential share price appreciation post-merger.

Management Changes

Corporate Governance

Related Party Transactions

• dMY Squared Sponsor, LLC or certain of the SPAC's officers and directors may loan funds (Working Capital Loans) to the SPAC to finance transaction costs, with up to $1,500,000 convertible into Private Placement Warrants at $1.00 per warrant. This indicates potential related-party financing for merger expenses.

Stakeholder Impact

• **Shareholders of dMY Squared Technology Group, Inc.:** Their Class A Common Stock has been converted into Holdco Class A Ordinary Shares, and their warrants are now exercisable for Holdco shares, reflecting the new ownership structure.
• **Warrant Holders:** Their warrants are now assumed by Holdco and are exercisable for Holdco Class A Ordinary Shares, subject to the amended terms of the Warrant Agreement.
• **Horizon Quantum Computing Pte. Ltd.:** The company has successfully become a publicly traded entity through Holdco, gaining access to public capital markets.
• **Management and Directors:** New directors and officers have been appointed for Horizon, and the former SPAC directors/officers have ceased their roles, reflecting the change in corporate control and leadership.

Next Steps

• Holdco will file a Form 20-F with the SEC to disclose all required Form 10 information with respect to the Business Combination.
• Holdco will use commercially reasonable efforts to file a registration statement for the shares issuable upon exercise of the Warrants within 15 business days after March 19, 2026.
• Holdco will maintain the effectiveness of the registration statement and a current prospectus until the expiration of the Warrants.

Key Dates

Keywords

SPAC merger, warrant assignment, business combination, Horizon Quantum Holdings, dMY Squared Technology Group, Nasdaq listing, warrant agreement amendment, corporate governance, redemption