Filed by Horizon Quantum Computing Pte. Ltd.
Pursuant
to Rule 425 under the Securities Act of 1933, as amended, and deemed filed
pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended
Subject Company: dMY Squared Technology Group, Inc.
Commission File No.: 001-41519
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):
December 3, 2025
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., a Massachusetts corporation (“dMY”) entered into a
business combination agreement (the “Business Combination Agreement”) with Rose Holdco Pte. Ltd. (Company Registration
No.: 202537774K), a Singapore private company limited by shares (“Holdco”), Horizon Quantum Computing Pte. Ltd.
(Company Registration No.: 201802755E), a Singapore private limited company by shares (“Horizon”), and the other
parties thereto, with respect to a potential business combination (the “Business Combination”).
On December 3, 2025,
Horizon issued a press release announcing that it had completed the assembly and integration of its first quantum computer. The press
release is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.
The foregoing (including
Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act,
or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under
the Securities Act or the Exchange Act.
Additional Information
about the Business Combination and Where to Find It
In connection with the Business Combination, Holdco
and Horizon will file a registration statement on Form F-4 relating to the Business Combination and certain other matters (the “Registration
Statement”), 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 (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 U.S. Securities and Exchange Commission (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, 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.
Additional Information about the Extension
and Where to Find it
dMY filed with the SEC a definitive proxy statement
dated November 25, 2025 (the “Extension Proxy Statement”) in connection with dMY’s solicitation of proxies
for the vote by dMY shareholders to approve an amendment to dMY’s amended and restated articles of organization to extend (the
“Extension”) the date by which dMY must consummate an initial business combination. The Extension Proxy Statement
was mailed to dMY’s shareholders of record as of November 19, 2025, the record date established for voting on the Extension. dMY
may also file other relevant documents regarding the Extension with the SEC. This Current Report on Form 8-K and the exhibit hereto do
not contain all the information that should be considered concerning the Extension and is not intended to form the basis of any investment
decision or any other decision in respect of the Extension. Before making any voting or investment decision, investors, security
holders of dMY, and other interested persons are urged to read the Extension Proxy Statement and any amendments or supplements thereto
in connection with dMY’s solicitation of proxies to approve, among other things, the Extension, because these documents will contain
important information about dMY and the Extension.
Investors and security holders will also be able
to obtain free copies of the Extension Proxy Statement and all other relevant documents filed or that will be filed with the SEC by dMY
through the website maintained by the SEC at www.sec.gov. The documents filed by dMY with the SEC also may be obtained free of
charge upon written request to dMY Squared Technology Group, Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, NV 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”)
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 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.
dMY and its directors and officers may be deemed
to be participants in the solicitation of proxies from shareholders in connection with the Extension. Additional information regarding
the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in
the Extension Proxy Statement. You may obtain free copies of these documents using the sources indicated above.
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, Holdco and Horizon. 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 other filings with the SEC, and 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 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 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 in connection with the Extension and the Business
Combination; and (15) 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 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 or the Extension. 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
(d) Exhibits. The following exhibits are filed or furnished
with this Current Report on Form 8-K:
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated December 3, 2025. |
| 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: December 3, 2025 |
By: |
/s/ Harry L. You |
| |
Name: |
Harry L. You |
| |
Title: |
Chief Executive Officer, Chief Financial Officer and Chairman |
Exhibit 99.1

Horizon
Quantum Becomes First Quantum Software Company To Own and Operate a Quantum Computer
Singapore, 3 December 2025 — Horizon
Quantum Computing Pte. Ltd. (“Horizon Quantum”), a pioneer of software infrastructure for quantum applications, today announced
that it has completed the assembly and integration of a first quantum computer at its Singapore headquarters. The system is now
fully operational.
Assembled from components and operated directly
by Horizon Quantum’s team, this system makes Horizon Quantum the first quantum software company to own and run a quantum computer.
Horizon Quantum believes that tight integration
between hardware and software can offer the shortest path to useful quantum computing. With the commissioning of its first quantum computer,
Horizon Quantum now has a testbed system over which it has full control of both the hardware and software stack. This is expected to allow
the company to integrate its execution stack directly with the electronic systems that directly control the quantum processor, helping
to narrow the gap between the ideal theoretical model of quantum computation and its practical realisation. This work is anticipated to
enhance the functionality of Triple Alpha, Horizon Quantum’s integrated development environment, and push the boundaries of seamless
quantum application development.
Rather than relying on a single supplier, Horizon
Quantum has assembled its first quantum system from best-in-class components, combining Maybell’s cryogenic platform, control
electronics from Quantum Machines, and a Rigetti superconducting quantum processor. This system is the first operational quantum computer
in Horizon Quantum’s testbed facility, which has capacity to host multiple systems.
The system’s modular design enables the
swapping in and out of additional control electronics and quantum processors, facilitating development across a diverse range of configurations
and architectures. This approach enables Horizon Quantum to test and integrate its software infrastructure with a variety of quantum hardware
stacks, supporting the company’s goal of delivering the most capable hardware-agnostic development tools for quantum computers.
While this first quantum computer is based on superconducting qubits, Horizon Quantum aims to be operational
on as many hardware platforms as possible, integrating with both cloud-based systems and quantum computers hosted in traditional data
centres.
“Our focus at Horizon Quantum is on enabling
developers to harness quantum computing to solve real-world problems that are not tractable with conventional computing. Achieving quantum
advantage will require close coordination between the hardware and software layers. I strongly believe that by establishing our own hardware
testbed we are placing the company in a compelling position to build a sophisticated hardware-agnostic development and execution stack
that integrates tightly with hardware control systems and that will help unlock quantum advantage,” said Dr Joe Fitzsimons, founder
and CEO of Horizon Quantum.
“Horizon Quantum’s commissioning of
its first in-house quantum computer is an impressive accomplishment and underscores the company’s leadership in building the software
infrastructure that will power the next era of quantum computing,” said Harry You, Chairman and CEO of dMY Squared Technology Group,
Inc., the special purpose acquisition company that entered into a business combination agreement with Horizon Quantum on September 9,
2025. “We are thrilled to support their continued execution and look forward to completing our business combination as Horizon accelerates
toward its vision.”
Horizon Quantum’s in-house quantum computer
is expected to be made available via Triple Alpha.

About Horizon Quantum
Horizon Quantum’s mission is to unlock broad
quantum advantage by building the software infrastructure that empowers developers to use quantum computing to solve the world’s
toughest computational problems.
Founded in 2018 by Dr Joe Fitzsimons, a leading
researcher and former professor with more than two decades of experience in quantum computing, the company seeks to bridge the gap between
today’s hardware and tomorrow’s applications through the creation of advanced quantum software development tools. Its integrated
development environment, Triple Alpha, enables developers to write sophisticated, hardware-agnostic quantum programs at different levels
of abstraction.
Additional Information about Horizon Quantum’s
Business Combination and Where to Find It
In connection with Horizon Quantum’s previously
announced business combination (the “Business Combination”) with dMY Squared Technology Group, Inc. (“dMY”), Horizon
Quantum Holdings Ltd. (“Holdco”) and Horizon Quantum will file a registration statement on Form F-4 relating to the Business
Combination and certain other matters (the “Registration Statement”), 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
(the “Special Meeting”). This press release 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 Quantum 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 Quantum, Holdco,
and the Business Combination. The documents filed by dMY, Holdco and Horizon Quantum 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 Quantum, 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”)
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 will be set forth in the proxy statement/prospectus
for the Business Combination when available. Information concerning the interests of Horizon Quantum’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 Quantum’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 Quantum’s or dMY’s management teams or businesses associated
with them as indicative of future performance of an investment or the returns that Horizon Quantum or dMY will, or are likely to, generate
going forward.

Cautionary Note Regarding Forward-Looking Statements
This press release includes “forward-looking
statements” with respect to dMY, Holdco and Horizon Quantum. The expectations, estimates, and projections of the businesses of Horizon
Quantum 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 the integration of Horizon Quantum’s hardware stack with the quantum processor, the quantum
processor’s ability to enhance the functionality of Triple Alpha and the ability of the quantum processor to aid the development
of a hardware-agnostic development and execution stack to support unlocking quantum advantage. 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, including those under “Risk Factors” therein,
and other documents filed or to be filed with the SEC by dMY, Holdco or Horizon Quantum; (ii) uncertainties; (iii) assumptions; and (iv)
other factors beyond dMY’s, Holdco’s, or Horizon Quantum’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 Quantum 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 Quantum 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 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 Quantum 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 Quantum’s ability to scale and grow its business, and the advantages
and expected growth of Horizon Quantum; (6) the cash position of Horizon Quantum 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 Quantum’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 Quantum may be adversely affected by other economic, business and/or competitive factors; (13) Horizon
Quantum’s estimates of expenses and profitability; (14) the amount of redemptions by dMY public shareholders; (15) difficulties
operating Horizon Quantum’s quantum processor and the possibility that the quantum processor does not provide the advantages that
Horizon Quantum expects; and (16) 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
Horizon Quantum, 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 Quantum, 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 press release does not constitute a solicitation
of a proxy, consent, or authorization with respect to any securities or in respect of the Business Combination. This press release 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.
Media contact
Yanina Blaclard
yanina@horizonquantum.com