false
0001915380
0001915380
2025-10-22
2025-10-22
0001915380
CIK0001915380:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnehalfOfOneRedeemableWarrantMember
2025-10-22
2025-10-22
0001915380
CIK0001915380:ClassCommonStockParValue0.0001PerShareMember
2025-10-22
2025-10-22
0001915380
CIK0001915380:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockEachAtExercisePriceOf11.50PerShareMember
2025-10-22
2025-10-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 22, 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 |
|
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.
As previously disclosed,
on September 9, 2025, dMY Squared Technology Group, Inc. (“dMY”) entered into a business combination agreement
(the “Business Combination Agreement”) with Rose Holdco Pte. Ltd. (“Holdco”), Horizon
Quantum Computing Pte. Ltd. (“Horizon”), and the other parties thereto, with respect to a potential business
combination (the “Business Combination”).
On
October 22, 2025, dMY, Holdco and Horizon issued a joint press release (the “Press Release”) announcing the
confidential submission by Holdco and Horizon of a draft registration statement on Form F-4 to the Securities and Exchange Commission
(the “SEC”) in connection with the Business Combination and certain other matters. A copy of the Press Release
is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Additional Information
about the Business Combination and Where to Find It
In connection with the Business Combination, Holdco
and Horizon 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 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 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, Holdco, 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
Horizon, 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 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’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’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’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 Horizon or dMY will,
or are likely to, generate going forward.
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, Holdco and Horizon. The expectations, estimates, and projections
of the businesses of 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,” 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, 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 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 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’s ability to scale and grow its business, and the advantages and expected
growth of Horizon; (6) the cash position of Horizon 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’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 may be adversely affected by other economic, business and/or competitive factors; (13) Horizon’s estimates
of expenses and profitability; (14) the amount of redemptions by dMY public shareholders; and (15) 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, 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, 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 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 |
The following exhibits are filed or furnished with this Current Report on Form 8-K:
| Exhibit Number |
|
Description |
| 99.1 |
|
Press Release, dated October 22, 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: October 22, 2025 |
By: |
/s/ Harry L. You |
| |
Name: |
Harry L. You |
| |
Title: |
Chief Executive Officer, Chief Financial Officer and Chairman |
