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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 19, 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 7.01 |
Regulation FD Disclosure |
On March 19, 2026, dMY Squared Technology Group,
Inc. (the “Company”) and Horizon Quantum Computing Pte. Ltd. (Company Registration No.: 201802755E), a Singapore
private company limited by shares (“Horizon Quantum”), issued a joint press release announcing the completion
of the previously announced business combination among the Company, Horizon Quantum, 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 and the other parties thereto and related matters. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated
by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended (“Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings.
|
Item 9.01 |
Financial Statements and Exhibits |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated March 19, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
DMY SQUARED TECHNOLOGY GROUP, INC. |
| |
|
| Date: March 19, 2026 |
By: |
/s/ Harry L. You |
| |
Name: |
Harry L. You |
| |
Title: |
Chief Executive Officer, Chief Financial Officer and Chairman |
Exhibit
99.1
Horizon
Quantum, a Leading Quantum Software Infrastructure Company, Closes its Business Combination with dMY Squared
Transaction
provides nearly $120 million of gross proceeds
Horizon
to begin trading on March 20 on Nasdaq under the ticker symbol “HQ”
SINGAPORE
AND LAS VEGAS, NV, March 19, 2026 — Horizon Quantum Computing Pte. Ltd. (“Horizon Quantum”), a pioneer of
software infrastructure for quantum applications, today announced that it has completed its previously announced business combination
(the “Business Combination”) with dMY Squared Technology Group, Inc. (“dMY”) (OTC: “DMYY”,
“DMYYU” and “DMYYW”), a publicly traded special purpose acquisition company. The Business Combination was
approved by dMY’s shareholders at dMY’s special meeting held on March 17, 2026. On March 20, 2026, the combined
company’s Class A ordinary shares and warrants will begin trading on Nasdaq under the ticker symbols “HQ” and
“HQWWW,” respectively.
Horizon
Quantum is building software infrastructure that empowers developers to use quantum computing to solve the world’s toughest
computational problems. The closing of the Business Combination provides Horizon Quantum with gross proceeds of approximately $120
million, before transaction expenses, which the company plans to use to accelerate its investments in research and development,
strengthen its hardware testbed, and further advance its integrated development environment Triple Alpha.
“Recent
rapid progress in advancing quantum computing hardware and breakthroughs in error correction mean that the field is reaching an
inflection point. With today’s closing and our Nasdaq listing, Horizon Quantum is positioned to deliver the software infrastructure
that will power this next phase of computing and help enable broad quantum advantage across tough computational problems,”
said Dr Joe Fitzsimons, Founder and CEO of Horizon Quantum. “While there is still much work needed before quantum computers
reach their full potential, with more than 20 years in quantum computing research, I have never been more excited about the prospects
and future of the technology.”
Harry
You, Chairman and CEO of dMY, said, “Over the tenure of my career, I have witnessed many technology companies triumph, and
I have found that the ones who are most successful in building long-term shareholder value have been those that build software
infrastructure and operating systems. Horizon Quantum is compelling because the company is approaching the quantum industry with
hardware-agnostic software infrastructure that stands to benefit regardless of which way the market share ultimately falls across
the competing quantum modalities, including the cloud.”
Advisors
Needham
& Company, LLC, served as dMY’s exclusive financial advisor and exclusive placement agent for the PIPE transaction. Ellenoff
Grossman & Schole LLP represented Horizon Quantum as legal counsel and Rajah & Tann Singapore LLP represented Horizon Quantum
as Singapore legal counsel. White & Case LLP represented dMY as legal counsel and TCF Law Group, PLLC represented dMY as Massachusetts
legal counsel. Pillsbury Winthrop Shaw Pittman LLP represented Needham & Company as legal counsel. ICR, LLC, served as dMY’s
strategic communications advisor.
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 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 quantum hardware and tomorrow’s applications through the creation of advanced software development tools. Its
integrated development environment, Triple Alpha, enables developers to write sophisticated, hardware-agnostic quantum programs
at multiple levels of abstraction. Learn more at www.horizonquantum.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release includes “forward-looking statements” with respect to Horizon Quantum. The expectations, estimates, and
projections of the businesses of Horizon Quantum 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. Actual results may differ
materially and adversely from those expressed or implied in any forward-looking statements and Horizon Quantum therefore cautions
against placing undue reliance on any of these forward- looking statements. Many of these factors are outside of the control of
Horizon Quantum and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) statements
regarding estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity;
(2) references with respect to the anticipated benefits of the Business Combination and the projected future financial performance
of Horizon Quantum; (3) the outcome of any legal proceedings that may be instituted against the parties following the closing of
the Business Combination; (4) Horizon Quantum’s ability to scale and grow its business, including through the use of proceeds
of the Business Combination, and the advantages and expected growth of Horizon Quantum; (5) the cash position of Horizon Quantum
following the closing of the Business Combination; (6) the ability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the ability of Horizon Quantum to grow and manage growth profitably
and source and retain its key employees; (7) costs related to the Business Combination; (8) changes in applicable laws and regulations
or political and economic developments; (9) the possibility that Horizon Quantum may be adversely affected by other economic, business
and/or competitive factors; (10) Horizon Quantum’s estimates of expenses and profitability; (11) difficulties operating Horizon
Quantum’s quantum processor and the possibility that the quantum processor does not provide the advantages that Horizon Quantum
expects; (12) the ability of Horizon Quantum to integrate access to its quantum computing test bed within its Triple Alpha platform;
(13) the ability of Horizon Quantum’s coding languages to provide additional abstraction when compared to other quantum computing
solutions; (14) the entry into the side letter, dated December 4, 2025, as amended, among Horizon Quantum, Horizon Quantum
Holdings Ltd., dMY, and IonQ, Inc. (the “Side Letter”), and Horizon Quantum’s ability to recognize the benefits
of the Side Letter; (15) the ability to maintain the listing of Horizon Quantum’s Class A ordinary shares and warrants on
Nasdaq following the Business Combination; and (16) other risks and uncertainties included in the “Risk Factors” sections
of the Registration Statement on Form F-4 filed by Horizon Quantum in connection with the Business Combination, and other documents
filed or to be filed with the SEC by Horizon Quantum. 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 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.
Investor
contact
Katherine
Bailon
investors@horizonquantum.com
Media
contact
Yanina
Blaclard
media@horizonquantum.com
