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):
March 9, 2026
dMY Squared Technology Group, Inc.
(Exact name of registrant as specified in its
charter)
| Massachusetts |
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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, Nevada 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) |
| |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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) |
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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 |
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OTC Markets Group, Inc. |
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| Class A common stock, par value $0.0001 per share |
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DMYY |
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OTC Markets Group, Inc. |
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| 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 |
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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 1.01. Entry into a Material Definitive Agreement.
PIPE Reduction Right
As previously disclosed, on December 4, 2025 and
March 6, 2026, dMY Squared Technology Group, Inc., a Massachusetts corporation (“dMY”), Horizon Quantum Holdings
Ltd. (formerly known as Horizon Quantum Holdings Pte. Ltd. and Rose Holdco Pte. Ltd.) (Company Registration No.: 202537774K), a Singapore
public company limited by shares (“Holdco”), and Horizon Quantum Computing Pte. Ltd. (Company Registration No.:
201802755E), a Singapore private limited company by shares (“Horizon”), entered into Subscription Agreements
(the “PIPE Subscription Agreements”) with certain institutional and accredited investors, qualified institutional
buyers and strategic investors (the “PIPE Investors”), whereby Holdco has agreed to issue and sell, and the
PIPE Investors agreed to subscribe for and purchase, in a private placement (the “PIPE Investment”), an aggregate
of approximately $111.9 million of Holdco’s Class A ordinary shares (the “PIPE Shares”), at a per share
price equal to the price at which dMY’s public shares may be redeemed (the “Redemption Price”) in connection
with the previously-announced business combination among dMY, Holdco, and Horizon (the “Business Combination”).
As previously disclosed, dMY, Holdco, and Horizon
offered to each PIPE investor the option to elect to satisfy their PIPE Investment through the use of shares of dMY Class A common stock,
par value $0.0001 per share, purchased in the public market.
In connection with such offer, on March 9, 2026,
dMY, Holdco, and Horizon executed an amendment (the “Amendment”) to the PIPE Subscription Agreements with certain
PIPE Investors.
Pursuant to the Amendment, each such PIPE Investor
may elect to satisfy its PIPE Investment by using Currently Owned Shares (as defined below) and/or Open-Market Purchase Shares (as defined
below) no later than one (1) Business Day prior to the redemption deadline for the special meeting of dMY’s stockholders in connection
with the Business Combination. The use of either Currently Owned Shares and/or Open-Market Purchase Shares would reduce the number of
PIPE Shares that such PIPE Investor is obligated to purchase pursuant to the PIPE Subscription Agreement on a one-for-one basis (the “Reduction
Right”). “Currently Owned Shares” means shares of dMY Class A common stock, par value $0.0001
per share, the PIPE Investor or its affiliates beneficially own as of the date of the Amendment. “Open-Market Purchase Shares”
means shares of dMY Class A common stock, par value $0.0001 per share purchased by the PIPE Investor or its affiliates for their
own accounts pursuant to open-market transactions with third parties at a per share price less than the Redemption Price.
With respect to Open-Market Purchase Shares, the
Reduction Right is subject to the PIPE Investors agreeing to, and causing their affiliates to: (i) not sell or otherwise transfer such
Open-Market Purchase Shares prior to the consummation of the Business Combination, (ii) not vote any Open-Market Purchase Shares in favor
of approving the Business Combination and instead submit a proxy abstaining from voting thereon, and (iii) to the extent it has the right
to have any of its Open-Market Purchase Shares redeemed for cash in connection with the consummation of the Business Combination, not
exercise any such redemption rights (collectively, the “Open-Market Purchase Reduction Conditions”). With respect
to the Currently Owned Shares, the Reduction Right is subject to the PIPE Investors agreeing to, and causing their affiliates to: (i)
not sell or otherwise transfer such Currently Owned Shares prior to the consummation of the Business Combination; (ii) vote all Currently
Owned Shares in favor of approving the Business Combination or any extension of dMY; and (iii) to the extent it has the right to have
any of its Currently Owned Shares redeemed for cash in connection with the consummation of the Business Combination or in connection with
any extension of dMY, not exercise any such redemption rights (the “Currently Owned Shares Reduction Conditions”).
Any PIPE Investor who exercises the Reduction Right will be required to deliver a certificate to dMY, Holdco, and Horizon no later than
one Business Days prior to the Redemption Deadline certifying that such PIPE Investor has and will comply with the Open-Market Purchase
Reduction Conditions and Currently Owned Shares Reduction Conditions, as applicable, among other things.
Amendment to IonQ Side Letter
As previously disclosed, on December 4, 2025 dMY,
Holdco, Horizon, and IonQ, Inc. (“IonQ”), one of the PIPE Investors, entered into an agreement (the “Side
Letter”) in connection with the PIPE Investment. Pursuant to the Side Letter, the closing of IonQ’s PIPE Subscription
Agreement was to be conditioned on the entry into a commercial agreement by the parties relating to the purchase by Holdco or Horizon
of quantum computing hardware from IonQ.
On March 9, 2026, dMY, Holdco, Horizon, and IonQ
amended the Side Letter to provide that the closing of the IonQ PIPE Subscription Agreement will no longer be conditioned upon the aforementioned
commercial agreement (the “Amendment to the Side Letter”).
The foregoing descriptions of the Amendment
to the PIPE Subscription Agreement and the Amendment to the Side Letter do not purport to be complete and are qualified in their entirety
by reference to the full text of the form of the Amendment to the PIPE Subscription Agreement and the Amendment to the Side Letter, copies
of which are included as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference
Additional Information about the Business
Combination and Where to Find It
In connection with the Business Combination, Holdco
and Horizon filed a registration statement on Form F-4 relating to the Business Combination and certain other matters (the “Registration
Statement”), which includes a preliminary proxy statement of dMY and a preliminary prospectus of Holdco with respect to
the securities to be offered in the Business Combination. The Registration Statement became effective on February 17, 2026. The same day,
dMY filed and mailed a definitive proxy statement/prospectus (the “Proxy Statement”) to its shareholders as
of the record date established for voting on the Business Combination. The Proxy Statement contains 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 Securities and Exchange Commission (the “SEC”) regarding
the Business Combination. dMY’s shareholders and other interested persons are advised to read the definitive proxy statement/prospectus
and other documents filed in connection with the Business Combination, as these materials contain important information about dMY, Holdco,
Horizon, 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.
Participants in the Solicitation
dMY, Holdco, and Horizon 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 is set forth in the Proxy Statement
for the Business Combination. Information concerning the interests of Holdco’s, Horizon’s and dMY’s participants in
the solicitation, which may, in some cases, be different than those of their respective equityholders generally, is set forth in the Proxy
Statement relating to the Business Combination.
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 Holdco, Horizon or dMY will, or are likely to, generate going forward.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report on Form 8-K includes “forward-looking
statements” with respect to dMY, Holdco, and Horizon. The expectations, estimates, and projections of the businesses of Holdco,
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,” “plan” and similar expressions are
intended to identify such forward-looking statements.
These forward-looking statements include, without
limitation, expectations related to the closing 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 the Registration Statement and Proxy 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 of the business combination agreement,
dated as of September 9, 2025, by and among dMY, Horizon and Holdco and the other parties thereto (the “Business Combination
Agreement”); (2) the ability to successfully or timely consummate the private placement of an aggregate of approximately
$111.9 million of Holdco’s Class A ordinary shares with certain institutional and accredited investors, qualified institutional
buyers and strategic investors (the “PIPE Transaction”); (3) 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; (4) 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; (5) 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;
(6) Holdco’s ability to scale and grow its business, including through the use of proceeds of the PIPE Transaction, and the advantages
and expected growth of Holdco; (7) the cash position of Holdco following the closing of the Business Combination; (8) the inability to
obtain or maintain the listing of Horizon Quantum’s securities on the New York Stock Exchange, the NYSE American, or Nasdaq following
the Business Combination; (9) the risk that the announcement and pendency of the Business Combination disrupts Horizon’s current
plans and operations; (10) 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; (11) costs related to the Business Combination; (12) changes in applicable laws and regulations or political and economic
developments; (13) the possibility that Holdco may be adversely affected by other economic, business and/or competitive factors; (14)
Holdco estimates of expenses and profitability; (15) the amount of redemptions by dMY public shareholders; (16) difficulties operating
Holdco’s quantum processor and the possibility that the quantum processor does not provide the advantages that Holdco expects; (17)
the ability to successfully or timely consummate the PIPE Transaction; (18) the ability of Holdco to integrate access to its quantum computing
test bed within its Triple Alpha platform; (19) the ability of our coding languages to provide additional abstraction when compared to
other quantum computing solutions; (20) the entry into the Side Letter and our ability to recognize the benefits of the Side Letter; (21)
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 Holdco, Horizon 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. Holdco, Horizon 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 does 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 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.
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 |
| 10.1 |
|
Form of Amendment to the PIPE Subscription Agreement. |
| 10.2 |
|
Amendment to Letter Agreement, dated March 9, 2026, by and among dMY Squared Technology Group, Inc., Horizon Quantum Computing Pte. Ltd., Horizon Quantum Holdings Ltd., and IonQ, Inc. |
| 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.
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DMY SQUARED TECHNOLOGY GROUP, INC. |
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By: |
/s/ Harry L. You |
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Name: |
Harry L. You |
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Title: |
Chief Executive Officer, Chief Financial Officer and Chairman |
Dated: March 9, 2026
Exhibit 10.1
FORM OF
AMENDMENT TO THE
SUBSCRIPTION AGREEMENT
This Amendment to the Subscription
Agreement (this “Amendment”) is dated March [●], 2026, by and among the undersigned subscriber (“Subscriber”),
Horizon Quantum Holdings Ltd. (formerly known as Rose Holdco Pte. Ltd.) (Company Registration No.: 202537774K), a Singapore public company
limited by shares (“Holdco”), Horizon Quantum Computing Pte. Ltd. (Company Registration No.: 201802755E), a Singapore
private limited company by shares (“Horizon”), and dMY Squared Technology Group, Inc., a Massachusetts corporation
(the “SPAC”). The Subscriber, Holdco, Horizon and the SPAC are collectively referred to as the “Parties.”
WHEREAS, the Parties entered
into that certain Subscription Agreement dated as of December 4, 2025 (the “Original Agreement”), pursuant to
which the Subscriber agreed to subscribe for and purchase, on the terms and subject to the conditions contained therein, substantially
concurrently with the consummation of the Transaction, that number of Class A ordinary shares (the “Subscribed Shares”)
in the capital of Holdco, each entitling the holder thereof to one vote per share on all matters on which Holdco’s ordinary shares
are entitled to vote (“Class A Ordinary Shares”), obtained by dividing the Subscriber’s aggregate subscription
price as set forth on the Subscriber’s signature page thereto (the “Subscription Price”) by the Redemption Price
(as defined in the SPAC’s amended and restated articles of organization) (the “Per Share Price”), and Holdco
agreed to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the Subscription Price by or on behalf
of Subscriber to Holdco;
WHEREAS, pursuant to Section 12(i)
of the Original Agreement, the provisions of the Original Agreement (other than those provisions that reference the Placement Agent) may
be amended, modified or waived by an instrument in writing signed by each of the parties thereto;
WHEREAS, the Parties wish
to amend the Original Agreement by permitting Subscriber to elect to satisfy its Subscription by purchasing shares of SPAC’s Class
A common stock in open market transactions at a price no higher than the Redemption Price, subject to the terms and conditions set forth
in this Amendment; and
WHEREAS, capitalized terms
used but not defined herein have the meanings ascribed to them in the Original Agreement.
NOW, THEREFORE, in consideration
of the foregoing, and for other good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the Parties, intending
to be legally bound, agree as follows:
1. Amendment to Original
Agreement. The Original Agreement is hereby amended by adding a new Section 13, as follows:
“Section 13. Open Market
Purchases.
(a) At the Subscriber’s election,
the number of Subscribed Shares purchased by Subscriber hereunder may be reduced on a one-for-one basis up to an aggregate of the number
of Currently Owned Shares (as defined below) and Open Market Purchase Shares (as defined below) purchased by Subscriber no later than
one (1) Business Day prior to the Redemption Deadline (as defined below), pursuant to the terms of this Section 13 (the “Reduction
Right”). For the purposes of this Section 13: “Open-Market Purchase Shares” means shares of Class
A common stock, par value $0.0001 per share, of SPAC purchased by the Subscriber or its affiliates for their own account pursuant to open-market
transactions with third parties at a price of less than the Redemption Price; “Currently Owned Shares” means shares
of Class A common stock, par value $0.0001 per share, of SPAC the Subscriber or its affiliates beneficially own as of the date of this
Amendment; and “Redemption Deadline” means the redemption deadline established in connection with the special meeting
of shareholders of SPAC held to approve the Transaction.
(b) To exercise the Reduction Right
with respect to the Open Market Purchase Shares, the Subscriber must agree to and cause its affiliates to: (i) not sell or otherwise transfer
such Open Market Purchase Shares prior to the consummation of the Transaction; (ii) not vote any Open Market Purchase Shares in favor
of approving the Transaction and instead submit a proxy abstaining from voting thereon; and (iii) to the extent it has the right to have
any of its Open Market Purchase Shares redeemed for cash in connection with the consummation of the Transaction, not exercise any such
redemption rights (collectively, the “Open Market Purchase Reduction Conditions”). To exercise the Reduction Right
with respect to the Currently Owned Shares, the Subscriber must agree to and cause its affiliates to: (A) not sell or otherwise transfer
such Currently Owned Shares prior to the consummation of the Transaction; (B) vote all of its Currently Owned Shares in favor of approving
the Transaction or any extension of SPAC; and (C) to the extent it has the right to have any of its Currently Owned Shares redeemed for
cash in connection with the consummation of the Transaction or in connection with any extension of SPAC, not exercise any such redemption
rights (the “Currently Owned Shares Reduction Conditions”).
(c) Subscriber shall, no later than
one (1) Business Day prior to the Redemption Deadline, deliver a certificate to the SPAC, Holdco, and Horizon, signed by Subscriber, certifying:
(i) the number of Subscribed Shares for which Subscriber has elected to exercise its Reduction Right, including the number of corresponding
Open Market Purchase Shares and Currently Owned Shares, as applicable, (ii) the date such Open Market Purchase Shares and/or Currently
Owned Shares were purchased by Subscriber or its affiliates, (iii) the price per share at which such Open Market Purchase Shares and/or
and Currently Owned Shares were purchased by Subscriber or its affiliates, and (iv) that Subscriber and its affiliates have and will comply
with the Open-Market Purchase Reduction Conditions and Currently Owned Shares Reduction Conditions, as applicable.”
2. Miscellaneous.
(a) Ratification; No Additional
Amendments; Entire Agreement. The Original Agreement, as modified by this Amendment, is in all respects ratified, approved and confirmed.
Except as expressly modified hereby, the terms and conditions of the Original Agreement shall continue in full force and effect. The Original
Agreement, as modified by this Amendment, constitutes the entire agreement, and supersedes all other prior agreements, understandings,
representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.
(b) Governing Law, etc.
This Amendment shall be governed by all of the “Miscellaneous” provisions in Section 12 of the Original Agreement, as
modified hereby, as if such provisions were fully set forth herein, including all provisions concerning construction, reliance, enforcement,
severability, notices, governing law, jurisdiction and venue.
(c) Binding Effect. This
Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, executors, administrators, successors,
legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained
herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and
permitted assigns. This Amendment may not be modified, waived or terminated except by an instrument in writing, signed by the party against
whom enforcement of such modification, waiver, or termination is sought.
(d) Counterparts. This Amendment
may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same
agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
[Signature Page Follows]
IN WITNESS WHEREOF,
each of Holdco, the SPAC, Horizon, and the Subscriber has executed or caused this Amendment to be executed by its duly authorized representative
as of the date first set forth above.
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HORIZON QUANTUM HOLDINGS LTD. |
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By: |
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Name: |
Joseph Francis Fitzsimons |
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Title: |
Authorized Signatory |
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DMY SQUARED TECHNOLOGY GROUP, INC. |
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By: |
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Name: |
Harry L. You |
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Title: |
Chief Executive Officer and Chief Financial Officer |
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HORIZON QUANTUM COMPUTING PTE. LTD. |
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By: |
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Name: |
Joseph Fitzsimons |
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Title: |
Chief Executive Officer |
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[SUBSCRIBER] |
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By: |
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Name: |
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Title: |
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Exhibit 10.2
Rose Holdco Pte Ltd.
Horizon Quantum Computing Pte. Ltd.
29 Media Cir., #05-22
Singapore, 138565
March 9, 2026
IonQ, Inc.
3755 Monte Villa Parkway
Bothell, WA 98021
Attn: Paul T. Dacier, Chief Administrative Officer
and Chief Legal Officer
Ladies and Gentlemen:
Reference is made to that
certain letter agreement (the “Letter Agreement”), dated December 4, 2025, by and among IonQ, Inc. (the “Strategic
Investor”), 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 dMY Squared Technology Group, Inc., a Massachusetts corporation (“SPAC”). Capitalized terms used but not defined
herein have the meanings ascribed thereto in the Letter Agreement.
In exchange for consideration,
the receipt and adequacy of which each party hereto hereby acknowledges, the parties hereto hereby agree as follows:
1. Amendment. Section
3 of the Letter Agreement is hereby deleted in its entirety.
2. Miscellaneous.
Except as modified by this letter agreement, the Letter Agreement shall remain in full force and effect. The provisions of
Section 7 and Section 10 of the Subscription Agreement shall apply to this letter agreement, mutatis mutandis.
[Signature Page Follows]
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Very truly yours, |
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ROSE HOLDCO PTE. LTD. |
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By: |
/s/ Joseph Francis Fitzsimons |
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Name: |
Joseph Francis Fitzsimons |
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Title: |
Authorized Signatory |
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HORIZON QUANTUM COMPUTING PTE. LTD. |
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By: |
/s/ Joseph Francis Fitzsimons |
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Name: |
Joseph Francis Fitzsimons |
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Title: |
Chief Executive Officer |
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DMY SQUARED TECHNOLOGY GROUP, INC. |
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|
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By: |
/s/ Harry L. You |
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Name: |
Harry L. You |
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Title: |
Chief Executive Officer and Chief Financial Officer |
| Acknowledged and Agreed: |
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| IONQ, INC. |
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| By: |
/s/ Paul T. Dacier |
|
| Name: |
Paul T. Dacier |
|
| Title: |
Chief Administrative Officer and Chief Legal Officer |
|
