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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 6, 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, 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) |
| |
|
| ☐ |
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
1.01. |
Entry
into a Material Definitive Agreement. |
As previously disclosed, on December 4, 2025,
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
$110.4 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”).
On March 6, 2026, dMY, Holdco, and Horizon entered
into additional Subscription Agreements with additional PIPE Investors, pursuant to which Holdco has agreed to issue and sell, and the
additional PIPE Investors agreed to subscribe for and purchase an additional $1,450,000 of PIPE Shares, at a per share price equal to
the Redemption Price. The additional PIPE Investment includes a $1,000,000 investment by Penchant Family Holdings LLC, an entity controlled
by Penchant Holdings, Inc., its Managing Member, of which Danielle Lambert serves as its President. Ms. Lambert is a director nominee
of Holdco. As of the date of this Current Report on Form 8-K, the aggregate amount of the PIPE Investment is $111,862,500.
The foregoing description of the PIPE Subscription
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the PIPE Subscription
Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is 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 PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by dMY Squared Technology Group, Inc. on December 5, 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. |
| |
|
| |
By: |
/s/ Harry L. You |
| |
Name: |
Harry L. You |
| |
Title: |
Chief Executive Officer, Chief Financial Officer and Chairman |
Dated: March 9, 2026
