UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January
12, 2026
dMY Squared Technology Group, Inc.
(Exact
name of registrant as specified in its charter)
| Massachusetts |
|
001-41519 |
|
88-0748933 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (702)
781-4313
Not Applicable
(Former
name or former address, if changed since last report)
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) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units,
each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
DMYYU |
|
OTC
Markets Group, Inc. |
| Class
A common stock, par value $0.0001 per share |
|
DMYY |
|
OTC
Markets Group, Inc. |
| Redeemable
warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
DMYYW |
|
OTC
Markets Group, Inc. |
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).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
Item 7.01. |
Regulation FD Disclosure. |
As previously disclosed, on September 9, 2025,
dMY Squared Technology Group, Inc. (“dMY”) entered into a business combination agreement (the “Business
Combination Agreement”) with Horizon Quantum Holdings Pte. Ltd. (formerly known as Rose Holdco Pte. Ltd., “Holdco”),
Horizon Quantum Computing Pte. Ltd. (“Horizon”), and the other parties thereto, with respect to a potential
business combination (the “Business Combination”). Attached as Exhibit 99.1 is a presentation to be used by
dMY, Holdco, and Horizon in connection with the proposed Business Combination.
The information in this Current Report on Form
8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to liability under that section, and it shall not be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this
Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, dMY makes no admission as to the materiality of any
information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.
Additional Information about the Business
Combination and Where to Find it
In connection with the Business Combination, dMY,
Holdco and Horizon will prepare, and Holdco and Horizon will file a registration statement on Form F-4 relating to the Business Combination
and certain other matters (the “Registration Statement”) with the SEC, which will include a preliminary proxy
statement of dMY and a preliminary prospectus of Holdco with respect to the securities to be offered in the Business Combination. After
the Registration Statement is declared effective, dMY will mail a definitive proxy statement/prospectus to its shareholders as of a record
date to be established for voting on the Business Combination. The Registration Statement, including the proxy statement/prospectus contained
therein, will contain important information about the Business Combination and the other matters to be voted upon at a special meeting
of shareholders of dMY. 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, Horizon and Holdco may also file other documents with the SEC regarding the Business Combination. dMY’s shareholders
and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy statement/prospectus
contained therein, the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the
Business Combination, as these materials will contain important information about dMY, Horizon, Holdco, and the Business Combination.
The documents filed by dMY, Horizon, and Holdco 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
Horizon, Holdco and dMY 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”),
dMY’s subsequent quarterly reports, and other filings with the SEC. 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 will be
set forth in the proxy statement/prospectus for the Business Combination when available. Information concerning the interests of Horizon’s,
Holdco’s and dMY’s participants in the solicitation, which may, in some cases, be different than those of their respective
equityholders generally, will be set forth in the proxy statement/prospectus relating to the Business Combination when it becomes available.
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 Horizon or dMY will, or are likely to, generate going
forward.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report on Form 8-K and the exhibit
hereto include “forward-looking statements” with respect to dMY, Horizon and Holdco. The expectations, estimates, and projections
of the businesses of 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,” and similar expressions are
intended to identify such forward-looking statements.
These forward-looking statements include, without
limitation, expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction
of the closing conditions to the Business Combination, and the timing of the completion 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 subsequent quarterly reports and other filings with the SEC, and the Registration 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 Horizon, Holdco and dMY 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;
(2) 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; (3) 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; (4) 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; (5) Horizon’s ability to scale and grow its business, and the advantages and expected
growth of Horizon; (6) the cash position of Horizon following closing of the Business Combination; (7) 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; (8) the risk that the announcement and pendency of the Business Combination disrupts Horizon’s current plans and
operations; (9) the ability to recognize the anticipated benefits of the Business Combination, 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; (10) costs
related to the Business Combination; (11) changes in applicable laws and regulations or political and economic developments; (12)
the possibility that Horizon may be adversely affected by other economic, business and/or competitive factors; (13) Horizon’s estimates
of expenses and profitability; (14) the amount of redemptions by dMY public shareholders; (15) difficulties operating Horizon’s
quantum processor and the possibility that the quantum processor does not provide the advantages that Horizon expects; (16) the ability
to successfully or timely consummate the previously-announced approximately $110 million PIPE financing in connection with the Business
Combination; (17) the entry into the previously-announced letter agreement with IonQ, Inc. related to such PIPE financing, and our ability
to recognize the benefits of such letter agreement; and (18) other risks and uncertainties included in the “Risk Factors”
sections of the dMY Annual Report, dMY’s subsequent quarterly reports and 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. 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. Horizon, Holdco 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 and the exhibit hereto do 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 and the exhibit hereto also do 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.
| Item 9.01 |
Financial Statements and Exhibits. |
The following exhibits are filed or furnished with this Current Report on Form 8-K:
| Exhibit
Number |
|
Description |
| 99.1 |
|
Investor Presentation, dated January 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
| |
|
| Date: January 12, 2026 |
By: |
/s/ Harry L. You |
| |
Name: |
Harry L. You |
| |
Title: |
Chief Executive Officer, Chief Financial Officer and Chairman |
