DEFA14A: Horizon Quantum Secures $110M PIPE for SPAC Merger

Horizon Quantum Computing and dMY Squared Technology Group announced a $110 million PIPE financing, oversubscribing their target, to support their proposed business combination expected to close in Q1 2026.

Summary

• dMY Squared Technology Group, Inc. (SPAC), Rose Holdco Pte. Ltd. (Holdco), and Horizon Quantum Computing Pte. Ltd. (Horizon) entered into Subscription Agreements for a Private Investment in Public Equity (PIPE) financing.
• The PIPE financing totals approximately $110 million of Holdco's Class A ordinary shares.
• The per share price for the PIPE is equal to the price at which dMY's public shares may be redeemed in connection with the Business Combination.
• Lead investors include IonQ, Inc., a major quantum computing company, and a Fortune 50 technology company.
• The PIPE commitments exceeded Horizon Quantum's original target raise by over 120%.
• Upon closing of the Business Combination, Horizon Quantum expects to have access to approximately $137 million in cash, assuming no redemptions by dMY Squared's public shareholders (comprising $27 million from dMY Squared's trust account and $110 million from the PIPE).
• Proceeds from the transaction will be used to accelerate Horizon Quantum's investments in research and development, strengthen its hardware testbed, and further advance its Triple Alpha development environment.
• The Business Combination is expected to close in the first quarter of 2026.

Sentiment

Score: 8

Explanation: The filing announces a significantly oversubscribed PIPE financing with strong strategic investor participation, providing substantial capital for Horizon Quantum's growth and validating its technology roadmap. While subject to closing conditions and general market risks, the immediate financial and strategic endorsements are highly positive.

Positives

• Successfully secured $110 million in PIPE financing, exceeding the original target by over 120%, indicating strong investor confidence.
• Inclusion of strategic investors like IonQ, Inc. and a Fortune 50 technology company provides strong industry validation and potential commercial synergies.
• The financing is expected to provide approximately $137 million in cash (assuming no redemptions) to accelerate Horizon Quantum's technology roadmap, including R&D, hardware testbed, and Triple Alpha development.
• IonQ, as a strategic investor, gains a right to select one initial independent director for Holdco's board, subject to approvals, and a nomination right for future directors if it maintains a 5% voting securities stake.
• A commercial agreement relating to the purchase of quantum computing hardware from IonQ by Holdco or Horizon is a condition for the IonQ PIPE closing, indicating potential future business for IonQ and technology acquisition for Horizon.

Negatives

• The closing of the PIPE financing and Business Combination is subject to several conditions, including regulatory approvals, shareholder approvals, and listing on a major stock exchange, which introduce uncertainty.
• The actual cash proceeds available to Horizon Quantum are dependent on the level of redemptions by dMY Squared's public shareholders, which could reduce the $27 million from the trust account.
• The lock-up agreement for IonQ's PIPE Class A Ordinary Shares extends for 18 months after closing, limiting immediate liquidity for this strategic investor.

Risks

• The occurrence of any event, change, or circumstances that could give rise to the termination of the Business Combination Agreement and/or the PIPE transaction.
• The outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination.
• The inability to complete the Business Combination, including due to the failure to obtain approval of the shareholders of Horizon and dMY Squared or other conditions to closing the Business Combination.
• 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.
• Horizon's ability to scale and grow its business, and the advantages and expected growth of Horizon.
• The cash position of Horizon following closing of the Business Combination, which is dependent on the amount of redemptions by dMY Squared public shareholders.
• The inability to obtain or maintain the listing of Holdco's securities on the New York Stock Exchange, the NYSE American, or Nasdaq following the Business Combination.
• The risk that the announcement and pendency of the Business Combination disrupts Horizon's current plans and operations.
• 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.
• Costs related to the Business Combination.
• Changes in applicable laws and regulations or political and economic developments.
• The possibility that Horizon may be adversely affected by other economic, business and/or competitive factors.
• Horizon's estimates of expenses and profitability.
• Difficulties operating Horizon Quantum's quantum processor and the possibility that the quantum processor does not provide the advantages that Horizon Quantum expects.
• The ability to successfully or timely consummate the PIPE Financing.
• The ability to recognize the benefits of the Side Letter with IonQ.
• Other risks and uncertainties included in the Risk Factors sections of the dMY Annual Report, dMY Squared's other filings with the SEC, and the Registration Statement and other documents filed or to be filed with the SEC by Horizon, Holdco and dMY Squared.

Future Outlook

The net proceeds from the PIPE financing are expected to accelerate Horizon Quantum's investments in research and development, strengthen its hardware testbed, and further advance its Triple Alpha development environment. The Business Combination is anticipated to close in the first quarter of 2026. Horizon Quantum believes the quantum computing market is at a critical inflection point and is well-positioned to capitalize on this opportunity by developing comprehensive software infrastructure.

Management Comments

• "This PIPE transaction will provide significant new capital to fund investment in our technology roadmap to develop the comprehensive software infrastructure needed to unlock quantum computing's full potential across real-world applications." Dr. Joe Fitzsimons, Founder and CEO of Horizon Quantum.
• "We believe that the quantum computing market is at a critical inflection point and Horizon Quantum is well positioned to capitalize on this generational opportunity." Dr. Joe Fitzsimons.
• "We are excited to have the support of an impressive roster of strategic and financial institutional investors. We are grateful for the confidence they have shown in our vision and look forward to partnering with them going forward." Dr. Joe Fitzsimons.
• "This PIPE transaction, which was well oversubscribed and includes meaningful commitments from some of the most strategic companies in the enterprise computing and quantum industries, is an exciting endorsement of Horizon Quantum's groundbreaking innovation roadmap." Harry You, Chairman and CEO of dMY Squared.
• "We remain excited to partner with Horizon Quantum to enable their development of a quantum operating system." Harry You.

Industry Context

The announcement highlights the quantum computing market as being at a "critical inflection point," suggesting a growing industry with significant potential. The involvement of IonQ, described as "one of the world's largest quantum computing companies," and a "Fortune 50 technology company" as lead investors, indicates strong strategic interest and validation from established players in the broader enterprise computing and quantum industries. This suggests a trend of larger tech companies investing in specialized quantum software infrastructure to unlock the full potential of quantum hardware.

Comparison to Industry Standards

• The oversubscription of the PIPE financing by over 120% suggests strong investor confidence in Horizon Quantum's strategy and the broader quantum computing sector, potentially outperforming typical SPAC PIPE raises.
• The participation of IonQ, a publicly traded quantum computing hardware company (NASDAQ: IONQ), as a strategic investor, and a Fortune 50 technology company, provides a strong endorsement of Horizon Quantum's software infrastructure approach, positioning it favorably against other quantum software developers.
• The condition for the IonQ PIPE closing to include a commercial agreement for Horizon to purchase quantum computing hardware from IonQ indicates a strategic partnership that could provide Horizon with access to leading quantum hardware, potentially giving it an advantage over competitors relying solely on in-house development or less integrated partnerships.

Management Changes

Corporate Governance

Related Party Transactions

• IonQ, Inc., a strategic investor, is entering into a commercial agreement with Holdco or Horizon relating to the purchase of quantum computing hardware from IonQ. This is a condition for the IonQ PIPE Subscription Agreement closing.

Stakeholder Impact

• Shareholders (dMY Squared): Will vote on the Business Combination and Extension. Their redemption decisions will impact the final cash available to Horizon Quantum.
• Shareholders (Horizon/Holdco): Will benefit from significant capital infusion ($110 million PIPE + $27 million from trust, assuming no redemptions) to accelerate growth and R&D.
• Investors (PIPE Subscribers): Will acquire Class A ordinary shares in Holdco. Strategic investors like IonQ gain board representation and notification rights.
• Employees (Horizon Quantum): The capital raise is intended to accelerate R&D and strengthen the company, potentially leading to growth opportunities.
• Customers (Horizon Quantum): Enhanced R&D and development of the Triple Alpha environment could lead to more advanced quantum software tools and applications.
• IonQ, Inc.: As a strategic investor, it gains a board seat and potential commercial revenue from selling quantum computing hardware to Holdco/Horizon.

Next Steps

• Consummation of the PIPE Financing, expected to close substantially concurrently with the Business Combination.
• Closing of the Business Combination, expected in the first quarter of 2026.
• Holdco to file a registration statement with the SEC within 15 business days after the PIPE Financing consummation, registering the resale of the PIPE Class A Ordinary Shares.
• Holdco to use commercially reasonable efforts to have the registration statement declared effective as soon as practicable.
• Holdco, Horizon, and the Strategic Investor (IonQ) to enter into a commercial agreement relating to the purchase of quantum computing hardware from IonQ as a condition to the IonQ PIPE closing.
• Holdco to take actions necessary for IonQ's Director Designee to be on the board immediately following the Amalgamation Effective Time.
• Holdco to facilitate the nomination and election of IonQ's director nominee as long as IonQ holds at least 5% of voting securities.
• Holdco to notify IonQ of offers to acquire 5% or more of its voting securities or assets, and proposed sales of securities exceeding $10 million, as long as IonQ holds at least 5% of voting securities.

Key Dates

Recommendation

The successful and oversubscribed $110 million PIPE financing, coupled with the participation of a leading quantum computing company (IonQ) and a Fortune 50 technology company, provides strong validation for Horizon Quantum's technology and market position. The capital infusion is substantial and earmarked for accelerating critical R&D and product development, which are key drivers in the nascent quantum computing industry. The strategic partnership with IonQ, including a commercial agreement and board representation, further strengthens Horizon's competitive advantage and market access. While risks associated with SPAC mergers and the early stage of quantum technology exist, the positive financial and strategic endorsements suggest significant upside potential.

Keywords

Quantum Computing, PIPE Financing, SPAC Merger, Horizon Quantum Computing, dMY Squared Technology Group, IonQ, Private Placement, Business Combination, Software Infrastructure, Quantum Applications, Technology Investment, Corporate Governance, SEC Filing, Form 8-K, DEFA14A