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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): September 29, 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 |
|
DMYY.U |
|
NYSE American |
| Class
A common stock, par value $0.0001 per share |
|
DMYY |
|
NYSE American |
| Redeemable
warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
DMYY.WS |
|
NYSE American |
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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Pursuant to NYSE American
Rules Section 119(b), dMY Squared Technology Group, Inc. (“dMY Squared”) was required to complete its initial business combination
within 36 months of the effective date of its initial public offering registration statement, which date is September 29, 2025. Because
dMY Squared will not complete its initial business combination by such date, the trading of dMY Squared’s Class A common stock,
warrants, and units will be suspended at the closing of business on September 29, 2025, and a Form 25-NSE will be filed by NYSE American
with the Securities Exchange Commission, which will remove dMY Squared’s securities from listing and registration on NYSE American
exchange.
dMY Squared expects its
Class A common stock and warrants to begin trading on the OTCQB Market and its units to begin trading on the OTCID Market, each operated
by The OTC Market Systems (the “OTC Market”), under the symbols “DMYY”, “DMYYWS”, and “DMYYU”,
respectively, beginning at the open of trading on September 30, 2025.
dMY
Squared will remain a reporting entity under the Securities Exchange Act of 1934, as amended, with respect to continued disclosure of
financial and operational information. Securityholders of dMY Squared will not be required to exchange any securities, and dMY Squared
expects electronic trading to be available without any material disruption. However, there may be a very limited market in which dMY
Squared’s securities are traded, and the trading price of dMY Squared’s securities may be adversely affected. dMY Squared
can provide no assurance that its securities will continue to trade on the OTC Market, whether broker-dealers will continue to provide
public quotes of its securities on the OTC Market, or whether the trading volume of its securities will be sufficient to provide for
an efficient trading market for existing and potential holders of its securities.
dMY Squared is working
diligently to complete its previously announced initial business combination with Horizon Quantum Computing Pte. Ltd. (“Horizon
Quantum”) as soon as practicable.
Item 7.01. Regulation
FD Disclosure
On September 30, 2025, dMY Squared issued a press
release announcing the expected trading of its securities on the OTC Market. 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 and Where to Find it
In
connection with the transaction, dMY Squared, Horizon Quantum Holdings Ltd. (“Holdco”) and Horizon Quantum will
prepare, and Holdco and Horizon Quantum will file, a registration statement with the SEC, which will include a preliminary proxy
statement of dMY Squared 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 Squared 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 dMY Squared’s shareholders. This Current Report on Form 8-K and the
exhibit hereto do 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 Squared,
Horizon Quantum and Holdco may also file other documents with the SEC regarding the business combination. dMY Squared’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
Squared, Horizon Quantum, Holdco, and the business combination. The documents filed by dMY Squared, Horizon Quantum, and Holdco with
the SEC also may be obtained free of charge upon written request to dMY Squared 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 Squared 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 Squared’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 Squared’s directors and officers in dMY Squared’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 Quarterly Report on Form 10-Q for the period ended
June 30, 2025, filed with the SEC on August 27, 2025 (the “dMY Quarterly Report”). Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of proxies to dMY Squared’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 Squared’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.
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 Squared, Horizon
Quantum and Holdco. The expectations, estimates, and projections of the businesses of Horizon Quantum and dMY Squared 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,” “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 Quarterly Report, and registration statement, including
those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by dMY Squared, Holdco or Horizon
Quantum; (ii) uncertainties; (iii) assumptions; and (iv) other factors beyond dMY Squared’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 Squared, Holdco, and Horizon Quantum’s
therefore caution against placing undue reliance on any of these forward-looking statements.
Many
of these factors are outside of the control of Horizon Quantum, Holdco and dMY Squared 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
Squared or other conditions to closing the business combination; (4) Horizon Quantum’s ability to scale and grow its business,
and the advantages and expected growth of Horizon Quantum; (5) the cash position of Horizon Quantum following closing of the business
combination; (6) the delisting of dMY Squared’s securities from NYSE American, subsequent trading of dMY Squared’s securities
on the OTC Markets, and the inability to obtain or maintain the listing of Holdco’s securities on a stock exchange following the
business combination; (7) the risk that the announcement and pendency of the business combination disrupts Horizon Quantum’s
current plans and operations; (8) 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;
(9) costs related to the business combination; (10) changes in applicable laws and regulations or political and economic developments;
(11) the possibility that Horizon Quantum may be adversely affected by other economic, business and/or competitive factors; (12) Horizon
Quantum’s estimates of expenses and profitability; (13) the amount of redemptions by dMY Squared’s public shareholders; and
(14) other risks and uncertainties included in the “Risk Factors” sections of the dMY Annual Report, dMY Quarterly Report,
and the registration statement and other documents filed or to be filed with the SEC by Horizon Quantum, Holdco and dMY Squared. 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 Squared 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. 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 exhibit is furnished with this Current Report on Form 8-K:
| Exhibit Number |
|
Description |
| 99.1 |
|
Press Release, dated September 29, 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: September 29, 2025 |
By: |
/s/
Harry L. You |
| |
Name: |
Harry L. You |
| |
Title: |
Chief Executive
Officer, Chief Financial Officer and Chairman |
