Filed by Rose Holdco 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
On December 9, 2025, Horizon Quantum Computing Pte. Ltd. (the “Company” or “Horizon”), issued the following communication
announcing the debut of Beryllium, a hardware-agnostic, high-level language for programming quantum computers. Horizon is a party to a
previously disclosed Business Combination Agreement dated as of September 9, 2025, by and among dMY Squared Technology Group, Inc., Horizon,
Rose Holdco Pte. Ltd., Rose Acquisition Pte. Ltd., and Horizon Merger Sub 2, Inc.
Horizon
Quantum to Debut Object-Oriented Language for Programming Quantum Computers
SINGAPORE
– December 9, 2025 – Horizon Quantum Computing Pte. Ltd. (“Horizon Quantum”), a pioneer of software infrastructure
for quantum applications, today announced the debut of Beryllium, a hardware-agnostic, high-level language for programming
quantum computers.
Beryllium
is an object-oriented language, allowing developers to start with simple classical and quantum building blocks and progressively
create richer, higher-level structures by reusing and extending what they have already defined. This layering of abstraction is designed
to empower developers to think in terms of information structure rather than qubits and low-level processing details.
By
shifting focus from how information is physically represented and processed in a quantum computer to how it can be structured and transformed,
Beryllium is designed to raise the level of abstraction, reducing the need to manage quantum processing directly and making quantum software
development more accessible to programmers without deep quantum expertise.
Beryllium
is the third of four abstraction layers that Horizon Quantum has been pursuing as part of its ambitious plan to develop technology
that bridges classical computer programming and quantum-accelerated implementation.
Developers
will be able to access Beryllium through Triple Alpha, Horizon’s integrated development environment. Beryllium will sit
alongside Triple Alpha’s other Turing-complete languages: Helium—a BASIC-like language that supports concurrent classical/quantum
workflows—and Hydrogen—a portable, assembly-like language that allows for general control flow.
“At
Horizon Quantum, we believe that enabling conventional software developers to harness quantum computers will be key to unlocking new
applications,” said Dr. Joe Fitzsimons, founder and CEO of Horizon Quantum. “We believe Beryllium is an important milestone,
as we introduce the abstraction needed to bridge the gap between classical and quantum programming.”
Horizon
Quantum will preview Beryllium this week at Q2B Silicon Valley, a leading quantum technology conference. The company will also introduce
additional technological progress across its software stack, including new pulse-level capabilities and the ability to execute its Hydrogen
code directly on control systems hardware.
About
Horizon Quantum
Horizon
Quantum’s mission is to unlock broad quantum advantage by building 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 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 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 that Horizon Quantum will be able to integrate access to its testbed
with its Triple Alpha system, Beryllium’s ability to provide higher levels of abstraction and utility to Horizon Quantum’s
users, and that Beryllium will be portable across any hardware system. 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, dated September 9, 2025, among dMY, Holdco, Horizon Quantum and the other parties thereto
(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 in connection with the Business Combination; (15) difficulties operating Horizon Quantum’s
quantum processor and the possibility that the quantum processor does not provide the advantages that Horizon Quantum expects; (16) the
ability of Horizon Quantum to integrate access to its quantum computing test bed within its Triple Alpha platform; (17) the ability of
our coding languages to provide additional abstraction when compared to other quantum computing solutions; (18) the ability to successfully
or timely consummate the private placement of an aggregate of approximately $110 million of Holdco’s Class A ordinary shares with
certain institutional and accredited investors, qualified institutional buyers and strategic investors; (19) the entry into the side
letter, dated December 4, 2025, among Horizon Quantum, Holdco, dMY, and IonQ, Inc. (the “Side Letter”), and our ability to
recognize the benefits of the Side Letter; and (20) 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
