Horizon Quantum merger with dMY Squared (DMYY) to create dual‑class Holdco
Rhea-AI Filing Summary
dMY Squared Technology Group is asking shareholders to approve a business combination with Singapore-based Horizon Quantum Computing via a new holding company, Horizon Quantum Holdings Ltd. The registration covers the issuance of up to 24,166,557 Holdco Class A ordinary shares, alongside Class B shares and warrants tied to the merger.
The deal includes an estimated $503 million equity valuation for Horizon, a PIPE investment of $110.4 million at the SPAC redemption price, and additional SAFE financing. Post‑closing, Horizon’s founder is expected to control about 64.1% of the voting power through a dual‑class structure, while public shareholders would own about 4.3% of Holdco shares and 2.5% of voting power, implying significant dilution and concentrated control.
Positive
- Robust capital package and minimum cash test: Deal structure targets at least $62 million of Aggregate Closing Cash, backed by a $110.4 million PIPE and prior SAFE financings, supporting Horizon’s growth, R&D, and hardware testbed investments if the business combination closes as described.
Negative
- Significant dilution and concentrated control: Public shareholders are expected to drop from about 59.6% of DMY to roughly 4.3% of Holdco equity and 2.5% of voting power, while the Horizon founder gains approximately 64.1% voting control via 3‑vote Class B shares, limiting minority influence.
Insights
De‑SPAC deal adds capital and a quantum target but heavily dilutes public holders.
The transaction combines dMY Squared with Horizon Quantum Computing through Holdco, issuing new Class A and high‑vote Class B shares plus warrants. Horizon is valued using an Aggregate Amalgamation Consideration based on
Funding relies on the trust account, Horizon’s cash, Additional Financing, and a PIPE totaling
Ownership shifts materially. Under the no‑additional‑redemptions scenario, public shareholders fall to about
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Filed by a Party other than the Registrant |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section 240.14a-12 |
dMY Squared Technology Group, Inc.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
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PROXY STATEMENT FOR SPECIAL MEETING OF
SHAREHOLDERS OF
DMY SQUARED TECHNOLOGY GROUP, INC.
PROSPECTUS FOR
UP TO 24,166,557 CLASS A ORDINARY SHARES, UP TO 19,953,321 CLASS B ORDINARY SHARES, 6,044,160
WARRANTS, UP TO 19,953,321 CLASS A ORDINARY SHARES ISSUABLE UPON THE CONVERSION OF
SUCH CLASS B ORDINARY SHARES, AND 6,044,160 CLASS A ORDINARY SHARES ISSUABLE
UPON THE EXERCISE OF SUCH WARRANTS, IN EACH CASE,
OF
HORIZON QUANTUM HOLDINGS PTE. LTD. (WHICH WILL BE CONVERTED FROM A
SINGAPORE PRIVATE
COMPANY LIMITED BY SHARES TO A SINGAPORE PUBLIC COMPANY LIMITED BY SHARES
PRIOR TO THE AMALGAMATION DESCRIBED HEREIN. UPON SUCH CONVERSION, THE
REGISTRANT WILL BE KNOWN AS “HORIZON QUANTUM HOLDINGS LTD.”)
On September 8, 2025, the board of directors (“DMY Board”) of dMY Squared Technology Group, Inc., a Massachusetts corporation (“DMY,” “we,” “us” or “our”), unanimously approved the Business Combination Agreement, entered into on September 9, 2025, by and among DMY, Horizon Quantum Holdings Pte. Ltd. (formerly known as Rose Holdco Pte. Ltd.) (Company Registration No.: 202537774K), a Singapore private company limited by shares (“Holdco”), Rose Acquisition Pte. Ltd. (Company Registration No.: 202537790M), a Singapore private company limited by shares and a wholly-owned subsidiary of Holdco (“Merger Sub 1”), Horizon Merger Sub 2, Inc., a Massachusetts corporation and wholly-owned subsidiary of Holdco (“Merger Sub 2”, and together with Merger Sub 1, the “Merger Subs”), and Horizon Quantum Computing Pte. Ltd. (Company Registration No.: 201802755E), a Singapore private company limited by shares (“Horizon”) (as it may be amended, restated, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which the following will occur: (1) Holdco will be converted from a Singapore private company limited by shares to a Singapore public company limited by shares and, in connection therewith, will adopt an amended and restated constitution (the “Holdco A&R Constitution”), and, among other things, upon such conversion, Holdco will be known as “Horizon Quantum Holdings Ltd.”; (2) the amalgamation of Merger Sub 1 and Horizon under Section 215A of the Companies Act 1967 of Singapore, as amended (the “Singapore Companies Act”), with Horizon surviving as the amalgamated company and a wholly-owned subsidiary of Holdco (the “Amalgamation”); (3) the merger of Merger Sub 2 with and into and DMY, pursuant to the Massachusetts Business Corporation Act (the “MBCA”), with DMY surviving the merger as a wholly-owned subsidiary of Holdco (the “SPAC Merger”); and (4) the other transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Amalgamation and the SPAC Merger, the “Business Combination”), all as described in more detail in the accompanying proxy statement/prospectus. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.
Holdco was incorporated in Singapore with a constitution (the “Holdco Constitution”) which, among other things, implements a dual class structure wherein Holdco’s ordinary shares (the “Holdco Ordinary Shares”) consist of Class A ordinary shares of the share capital of Holdco (the “Holdco Class A Ordinary Shares”) and Class B ordinary shares of the share capital of Holdco (the “Holdco Class B Ordinary Shares”). The rights attaching to the Holdco Class B Ordinary Shares and the Holdco Class A Ordinary Shares are identical in all respects and the Holdco Class A Ordinary Shares and Holdco Class B Ordinary Shares vote together as a single class on all matters, except that the holders of Holdco Class A Ordinary Shares will have one vote per share of Holdco Class A Ordinary Shares and the holders of Holdco Class B Ordinary Shares will have three votes per share of Holdco Class B Ordinary Shares. Upon any sale, assignment, transfer, conveyance, pledge, hypothecation or other transfer or disposition of the Holdco Class B Ordinary Shares, whether or not for value and whether or not voluntary or involuntary (with certain customary exceptions described in more detail in the accompanying proxy statement/prospectus) or by operation of law, such Holdco Class B Ordinary Shares will automatically convert into Holdco Class A Ordinary Shares at an initial conversion rate of one to one, subject to adjustment by the board of directors of Holdco (the “Holdco Board”). Additionally, all outstanding Holdco Class B Ordinary Shares will automatically be converted into Holdco Class A Ordinary Shares at an initial conversion rate of one to one, subject to adjustment by the Holdco Board, as follows: (x) at 5:00 p.m., Singapore time, on the first day following the date on which the Horizon Founder (as defined below) is no longer serving as a director or officer of Holdco, (y) the death or incapacity of the Horizon Founder, and (z) such time as the number of outstanding Holdco Class B Ordinary Shares is less than 50% of the total number of Holdco Class B Ordinary
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Shares outstanding as of immediately following the Amalgamation (as equitably adjusted for share splits, reverse share splits, share dividends, reorganizations, consolidations, exchanges of shares or other similar transactions). The Holdco Class B Ordinary Shares are also convertible into an equal number of Holdco Class A Ordinary Shares at any time at the option of the holder. Prior to the effective time of the Amalgamation, Holdco will adopt, in accordance with the Singapore Companies Act, the Holdco A&R Constitution, which will govern the rights, privileges, and preferences of the holders of Holdco securities upon its conversion into a Singapore public company. A copy of the Holdco A&R Constitution is attached to the accompanying proxy statement/prospectus as Annex B.
No later than one business day prior to the effective time of the Amalgamation, each Horizon Preference Share (as defined below) will be exchanged and converted into Horizon Ordinary Shares (as defined below) at the applicable conversion ratio set forth in the Horizon Constitution (the “Horizon Preference Share Conversion”). Prior to the effective time of the Amalgamation, Holdco will adopt the Holdco A&R Constitution. At the effective time of the Amalgamation, (i) each simple agreement for future equity (“SAFE”) that has not been terminated or expired, pursuant to its terms, will be canceled and automatically deemed for all purposes to represent the right to receive a number of Holdco Class A Ordinary Shares equal to the Exchange Ratio (as defined below) multiplied by the number of Horizon shares (on an as-converted basis) subject to such SAFE, (ii) each issued and outstanding ordinary share in the share capital of Horizon (the “Horizon Ordinary Shares”) (after taking into account the Horizon Preference Share Conversion and including any ordinary shares issued in any Horizon Pre-Closing Financing (as defined below)) will be automatically converted into the right to receive a number of Holdco Ordinary Shares equal to the Exchange Ratio, on the terms and subject to the conditions of the Business Combination Agreement; provided that Horizon Ordinary Shares held by Dr. Joseph Fitzsimons, the founder and Chief Executive Officer of Horizon (the “Horizon Founder”), will be converted into Holdco Class B Ordinary Shares, and the Horizon Ordinary Shares held by each other shareholder of Horizon will be converted into Holdco Class A Ordinary Shares. Additionally, at the effective time of the Amalgamation, each outstanding and unexercised option to subscribe for Horizon Ordinary Shares (each, a “Horizon Option”) will become an option to subscribe for Holdco Class A Ordinary Shares (each, a “Holdco Option”) containing the same terms, conditions, vesting and other provisions as are currently applicable to such Horizon Options, provided that each Holdco Option will be exercisable for the number of Holdco Class A Ordinary Shares equal to the Exchange Ratio (as defined below) multiplied by the number of Horizon Ordinary Shares subject to the Horizon Option as of immediately prior to the effective time of the Amalgamation, rounded down to the nearest whole share, at an exercise price equal to the per share exercise price of the Horizon Option divided by the Exchange Ratio, rounded up to the nearest whole cent.
The “Aggregate Amalgamation Consideration”, being the aggregate number of new Holdco Ordinary Shares to be issued to the holders of Horizon’s capital stock (the “Horizon Shareholders”) and holders of SAFEs in connection with the Amalgamation, will be a number of Holdco Ordinary Shares determined by dividing (a) the sum of (i) $503,000,000 (which reflects $3,000,000 of SAFE financing raised prior to the execution of the Business Combination Agreement) plus (ii) the aggregate amount of any Horizon Pre-Closing Financing (of which $4,884,000 has been raised as of the date of this proxy statement/prospectus, including $500,000 invested by Harry You, the Chairman, Chief Executive Officer and Chief Financial Officer of DMY and affiliate of the Sponsor), by (b) the per share price at which each Public Share (as defined below) may be redeemed in connection with the Business Combination (the “Redemption Price”). The “Exchange Ratio” is the number of Holdco Ordinary Shares to be issued in exchange for issued and outstanding Horizon capital stock upon the Amalgamation, and is equal to the quotient obtained by dividing (x) the Aggregate Amalgamation Consideration by (y) the Fully Diluted Horizon Capitalization. The “Fully-Diluted Horizon Capitalization” means the sum, without duplication of (i) the aggregate number of Horizon Ordinary Shares issued and outstanding as of immediately prior to the effective time of the Amalgamation, plus (ii) the aggregate number of seed convertible preference shares of Horizon (“Horizon Seed Preference Shares”) (on an as-converted to Horizon Ordinary Shares basis) issued and outstanding as of immediately prior to the effective time of the Amalgamation, plus (iii) the aggregate number of seed plus convertible preference shares of Horizon (“Horizon Seed Plus Preference Shares”) (on an as-converted to Horizon Ordinary Shares basis) issued and outstanding as of immediately prior to the effective time of the Amalgamation, plus (iv) the aggregate number of Series A convertible preference shares of Horizon (“Horizon Series A Preference Shares”, and together with the Horizon Seed Preference Shares and Horizon Seed Plus Preference Shares, the “Horizon Preference Shares”, and together with the Horizon Ordinary Shares, the “Horizon Shares”) (on an as-converted to Horizon Ordinary Shares basis) issued and outstanding as of immediately prior to the effective time of the Amalgamation, plus (v) the aggregate number of Horizon Shares (on an as-converted basis) issuable upon the conversion of SAFEs that have not terminated or expired as of immediately prior to the effective time of the Amalgamation, plus (vi) the aggregate number of Horizon Ordinary Shares issuable upon, or pursuant to, the exercise of Horizon Options that are issued and outstanding and vested as of immediately prior to the
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effective time of the Amalgamation, treating such outstanding and vested Horizon Options as having been exercised in full (calculated using the treasury stock method of accounting), plus (vii) the aggregate number of Horizon Ordinary Shares issuable upon, or pursuant to, the Horizon Pre-Closing Financing. Accordingly, assuming that the Fully Diluted Horizon Capitalization on the Closing Date is 17,576,557 shares and that the Redemption Price is approximately $11.74, which is estimated using an assumed Closing Date of December 31, 2025, the estimated Exchange Ratio is approximately 2.46 Holdco Ordinary Shares for every Horizon Ordinary Share (the “Estimated Exchange Ratio”).
After the effective time of the Amalgamation and immediately prior to the effective time of the SPAC Merger, (1) DMY will effect the redemption of the shares of Class A common stock of DMY, par value $0.0001 per share (the “DMY Class A Shares”), initially issued as part of the DMY Units (as defined below) sold in DMY’s IPO (the “Public Shares” and the holders of Public Shares, the “Public Shareholders”) that are validly submitted for redemption and not withdrawn, (2) each outstanding share of Class B common stock of DMY, par value $0.0001 per share (the “DMY Class B Shares”, and together with the DMY Class A Shares, the “DMY Common Stock”), will be automatically converted into DMY Class A Shares on a one-for-one basis (the “Class B Share Conversion”), and (3) each unit sold in DMY’s IPO (the “DMY Units”) will be automatically separated into its component parts (the “Unit Separation”) and the holder of each DMY Unit will be deemed to hold one DMY Class A Share and one-half of one warrant to purchase DMY Class A Shares (“DMY Public Warrants”) (provided that no fractional DMY Public Warrants will be issued upon the separation of the DMY Units and only whole DMY Public Warrants will be assumed by Holdco and become Holdco Warrants (as defined below)).
At the effective time of the SPAC Merger, (a) each outstanding DMY Class A Share (excluding Public Shares validly submitted for redemption and any dissenting shares, but including DMY Class A Shares issued upon the Class B Share Conversion and DMY Class A Shares issued upon the Unit Separation) will be automatically converted into the right to receive one Holdco Class A Ordinary Share, (b) each outstanding whole DMY Public Warrant (including DMY Public Warrants issued upon the Unit Separation) will be assumed by Holdco and will be exercisable for Holdco Class A Ordinary Shares in lieu of DMY Class A Shares (the “Holdco Public Warrants”), and (c) each outstanding private placement warrant of DMY initially issued in a private placement simultaneous with DMY’s IPO (the “DMY Private Warrants”) will be assumed by Holdco and will be exercisable for Holdco Class A Ordinary Shares in lieu of DMY Class A Shares (the “Holdco Private Warrants”, and together with the Holdco Public Warrants, the “Holdco Warrants”).
Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) the aggregate cash proceeds available to Holdco, consisting of the (w) cash remaining in the trust account established in connection with DMY’s IPO (the “Trust Account”) (net of the amount required to be paid to redeeming Public Shareholders, but for the avoidance of doubt, prior to the payment of any transaction expenses), plus (x) aggregate cash proceeds actually received by Holdco from the PIPE Investments (as defined below), plus (y) aggregate cash proceeds received by DMY, Holdco, or Horizon in respect of any Additional Financing (as defined below), plus (z) available cash and cash equivalents on the balance sheets of DMY and Horizon as of the closing of the transactions (not including any cash proceeds received by Horizon in respect of any Additional Financing) (the “Closing” and the date of the Closing, the “Closing Date”) (such amount, the “Aggregate Closing Cash”), equaling or exceeding the sum of transaction expenses (estimated to be $17 million, including deferred underwriting fees payable to the underwriters of DMY’s IPO) plus requisite working capital of $45 million, for a total estimated requirement of $62 million to satisfy such condition (the “Minimum Cash Condition”); (ii) the Holdco Class A Ordinary Shares to be issued in connection with the Business Combination having been approved for listing on the Nasdaq Stock Market (“Nasdaq”), the New York Stock Exchange or the NYSE American, as mutually determined by DMY and Horizon (the “Stock Exchange”) subject to official notice of issuance; (iii) this registration statement having been declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of this registration statement being in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement having been initiated or threatened in writing by the SEC; and (iv) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by the requisite vote of the holders of DMY Common Stock (such holders, the “DMY Shareholders” and such vote, the “DMY Shareholder Approval”) and Horizon Shareholders (the “Horizon Shareholder Approval”). The Minimum Cash Condition described above is for the benefit of Horizon only and is subject to waiver by Horizon. Conditions (ii) through (iv) above are for the benefit of both DMY and Horizon and are subject to waiver by both DMY and Horizon. As of the date of this proxy statement/prospectus, the Minimum
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Cash Condition is expected to be satisfied through the proceeds of the PIPE Investment, discussed in more detail below. For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”
The Business Combination Agreement requires DMY, Horizon, and Holdco to use their reasonable best efforts to enter into mutually agreed subscription agreements with accredited investors, pursuant to which such investors will agree, subject to the terms and conditions set forth therein, to subscribe for and purchase, at the Closing, Holdco Class A Ordinary Shares at a purchase price equal to the Redemption Price (the “PIPE Investment”). Accordingly, on December 4, 2025, DMY, Holdco, and Horizon entered into Subscription Agreements (the “PIPE Subscription Agreements”) with certain institutional and accredited investors, qualified institutional buyers and strategic investors (the “PIPE Investors”). Pursuant to the PIPE Subscription Agreements, Holdco has agreed to issue and sell, and the PIPE Investors agreed to subscribe for and purchase, in a private placement, an aggregate of $110,412,500 of Holdco Class A Ordinary Shares (the “PIPE Shares”), at a per share price equal to the Redemption Price. Pursuant to the PIPE Subscription Agreements, Holdco has also agreed to file with the SEC (at Holdco’s sole cost and expense), within 15 business days after the consummation of the PIPE Investment (such deadline subject to extension in the event of SEC closures or the unavailability of required financial statements), a registration statement registering the resale of the PIPE Shares, and to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof. The PIPE Investment is expected to close substantially concurrently with the closing of the Business Combination, subject to the satisfaction of certain closing conditions, including: (i) that after giving effect to the issuance of the aggregate number of PIPE Shares pursuant to the PIPE Investment and the Closing of the Business Combination, no fewer than 10,000,000 Holdco Class A Ordinary Shares will be issued and outstanding, and all such issued and outstanding shares will have been issued prior to or contemporaneously with the consummation of the PIPE Investment, (ii) that the Holdco Class A Ordinary Shares have been approved for listing on the Stock Exchange, (iii) that there will have been no amendment, modification, or waiver of the Business Combination Agreement that would be reasonably expected to materially and adversely affect the economic benefits that the PIPE Investors would reasonably expect to receive under the PIPE Subscription Agreement, and (iv) the accuracy of the representations and warranties made by the parties, subject to customary bring-down standards, and the material performance by the parties of their covenants, and other customary closing conditions. Conditions (i) through (iii) above are for the benefit of the PIPE Investors and are subject to waiver by each PIPE Investor, individually. Condition (iv) above is for the benefit of both Holdco and PIPE Investors and is subject to waiver Holdco and each respective PIPE Investor. The form of PIPE Subscription Agreement is attached to the accompanying proxy statement/prospectus as Annex I. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — PIPE Subscription Agreements.”
Further, the Business Combination Agreement provides that DMY and Horizon may upon mutual determination, seek one or more additional financing commitments (the “Additional Financing”) in the form of (x) SAFEs or any other form of equity financing of Horizon, which financing closes and is funded to Horizon prior to the Closing (the “Horizon Pre-Closing Financing”), (y) backstops against redemptions by Public Shareholders or non-redemption agreements with Public Shareholders, or (z) equity or equity-linked financing of Holdco or DMY, which closes concurrently with the Closing. Horizon has raised Horizon Pre-Closing Financing through the sale of additional SAFEs. Prior to the execution of the Business Combination Agreement, Horizon entered into SAFE agreements with an aggregate principal amount of $3,000,000. In addition, as of the date of this proxy statement/prospectus, Horizon has entered into additional SAFE agreements for $4,884,000, including a $500,000 SAFE between Horizon and Harry You, DMY’s Chairman, Chief Executive Officer, and Chief Financial Officer and an affiliate of the Sponsor. The form of SAFE is attached to the accompanying proxy statement/prospectus as Annex K. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — SAFEs.”
Holdco expects to use the proceeds from the PIPE Investment and Additional Financing, together with the proceeds received from the Trust Account, for general corporate purposes, including: (i) to fund operating expenses related to the growth of its business, including for research and development activities, and to support sales and marketing activities, compliance, legal, accounting, facilities and other overhead, and (ii) capital expenditures related to the acquisition of equipment and related components to build its hardware testbed.
In connection with the PIPE Subscription Agreement, Holdco, DMY, Horizon and IonQ, Inc. (“IonQ”), one of the PIPE Investors, entered into an agreement (the “IonQ Side Letter”), which includes, among other things that: (i) IonQ will have a right to select one initial director of Holdco to serve on the Holdco Board after the Closing who shall (i) qualify as an independent director under the rules of the Stock Exchange, (ii) be unaffiliated with IonQ and (iii) be subject to Horizon’s, Holdco’s, and DMY’s approval; (ii) for so long as IonQ holds not less than 5% of Holdco’s
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outstanding voting securities, IonQ will have the right to nominate one director to serve on the Holdco Board who shall (x) qualify as an independent director under the rules of the Stock Exchange, (y) be unaffiliated with IonQ and (z) be subject to Holdco’s approval; (iii) IonQ will enter into a lock-up agreement with Holdco, in substantially the same form as the lock-up agreement included as Annex E to the accompanying proxy statement/prospectus, pursuant to which IonQ will agree not to transfer (except for certain permitted transfers as set forth therein) the PIPE Shares until the earlier of 18 months after the closing date and the Shares Lock-Up Period (as defined below); (iv) the closing of the IonQ PIPE Subscription Agreement will 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; and (v) subject to certain exceptions, for so long as IonQ holds not less than 5% of Holdco’s outstanding voting securities, IonQ shall have a right to be notified of (x) Holdco’s receipt of an offer to acquire 5% or more of its outstanding voting securities or assets and (y) terms of any proposed sale of securities of Holdco in which the aggregate proceeds are expected to equal or exceed $10 million. The IonQ Side Letter is attached to the accompanying proxy statement/prospectus as Annex J. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — IonQ Side Letter.”
In connection with the execution of the Business Combination Agreement, on September 9, 2025, DMY Squared Sponsor, LLC, a Delaware limited liability company and the sponsor of DMY (the “Sponsor”) entered into a support agreement with DMY, Holdco, and Horizon (the “DMY Support Agreement”), pursuant to which the Sponsor has agreed, and any permitted transferee of the Sponsor will agree (such permitted transferees, together with the Sponsor, the “Holders of Founder Shares”) (i) to vote, at any meeting of the shareholders of DMY, and in any action by written consent of the shareholders of DMY, all of their DMY Class A Shares and DMY Class B Shares in favor of the Business Combination Agreement and each other proposal presented by DMY in this proxy statement/prospectus, and against certain competing proposals or competing transactions, and in favor of any proposal sought by DMY to extend the deadline by which DMY must consummate its initial business combination, (ii) to certain non-solicitation limitations with respect to certain competing transactions, (iii) to irrevocably waive, to the fullest extent permitted by law and DMY’s amended and restated articles of association (the “DMY Articles”), the anti-dilution provisions of the DMY Articles that would have DMY Class B Shares convert to DMY Class A Shares at a ratio of greater than one-for-one, and (iv) to refrain from selling, assigning or transferring any DMY Common Stock except to certain permitted transferees, until the earliest of (A) the effective time of the SPAC Merger, (B) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (C) the liquidation of DMY, (D) the written agreement of each of the terminating Holders of Founder Shares, DMY and Horizon with respect to terminating the rights and obligations under the DMY Support Agreement of a specific Holder of Founder Shares or a subset of Holders of Founder Shares and (E) the written agreement of all Holders of Founder Shares, DMY and Horizon to terminate the DMY Support Agreement in its entirety. Pursuant to the DMY Support Agreement, the Sponsor agreed, and each other Holder of Founder Shares will agree, to comply with their non-redemption obligations as specified in the letter agreement they entered into with DMY in connection with DMY’s IPO. No consideration has been or will be paid by DMY, Holdco, or Horizon to the Sponsor or other Holders of Founder Shares in connection with such agreements. The DMY Support Agreement is attached to the accompanying proxy statement/prospectus as Annex C. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — DMY Support Agreement.”
Additionally, in connection with the execution of the Business Combination Agreement, on September 9, 2025, DMY, Holdco, Horizon, and each of the Horizon Shareholders entered into a support agreement (the “Horizon Support Agreement”). Pursuant to the Horizon Support Agreement, each Horizon Shareholder (a) agreed to vote (whether pursuant to a duly convened meeting of the Horizon Shareholders or to approve by way of a written resolution of the Horizon Shareholders) all Horizon Shares owned by them in favor of approving the Business Combination Agreement, the Ancillary Agreements to which Horizon is or will be a party, the Business Combination, and Horizon Preference Share Conversion, (b) agreed to vote in opposition to any Alternative Transaction (as defined below) and any and all other proposals, actions or agreements for the acquisition of Horizon, that would materially impede the Business Combination, or would result in any material change in the present capitalization of Horizon, any amendment of the Horizon Constitution, or Horizon’s corporate structure or business, among other things, (c) agreed that the Amalgamation, Business Combination, and the entry into the Business Combination Agreement and Ancillary Agreements constitute Affirmative Vote Items, and agreed to consent and approve them for all purposes under the existing Shareholders’ Agreement and the Horizon Constitution, and waive all rights they may have under the Shareholders’ Agreement and the Horizon Constitution in relation to the Business Combination (including to the extent any rights of first refusal, tag-along rights, pre-emptive rights or other transfer restrictions may apply), (d) agreed that the Shareholders’ Agreement shall be automatically terminated and of no further force and effect effective as of, and subject to and conditioned upon, the Closing, (e) agreed not to transfer any of its Horizon Shares except to certain permitted transferees prior to the Closing, in each case, on the terms and subject to the conditions set forth in the Horizon Support Agreements, (f) agreed not to raise any right to dissent, right to
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demand payment or right of appraisal under applicable law, and (g) in the case of holders of Horizon Preference Shares, they have notified Horizon of their election to convert all of the Horizon Preference Shares held by them into Horizon Ordinary Shares on the date that is one business day before the effective time of the Amalgamation. The form of Horizon Support Agreement is attached to the accompanying proxy statement/prospectus as Annex D. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Horizon Support Agreement.”
In connection with the Closing, pursuant to the Business Combination Agreement, the Sponsor, the other Holders of Founder Shares, and the Horizon Shareholders (together, the “Lock-Up Securityholders”) will enter into a lock-up agreement with Holdco (the “Lock-Up Agreement”), pursuant to which the Lock-Up Securityholders will agree not to transfer (except for certain permitted transfers, and not including any shares acquired in the PIPE Investment, or in the public market or pursuant to a transaction exempt from registration under the Securities Act that occurs on or after the Closing) the Holdco Ordinary Shares held by each such person (the “Lock-Up Shares”) immediately following the Closing Date until the earlier of (i) the date that is 24 months after the Closing Date and (ii) the date on which Holdco completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities, or other property (the “Shares Lock-Up Period”). Additionally, pursuant to the Lock-Up Agreement, Lock-Up Securityholders will agree not to transfer the Holdco Warrants held by each such person, or the Holdco Ordinary Shares issuable upon exercise of such Holdco Warrants, immediately following the Closing Date until the date that is 30 days after the Closing Date (the “Warrants Lock-Up Period”). The form of Lock-Up Agreement is attached to the accompanying proxy statement/prospectus as Annex E. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Lock-Up Agreement.”
In connection with the Closing, pursuant to the Business Combination Agreement, the Sponsor, certain Horizon Shareholders and Holdco will enter into a registration rights agreement (“Registration Rights Agreement”), which will provide customary demand and piggyback registration rights. Additionally, the PIPE Investors have registration rights pursuant to the terms of the PIPE Subscription Agreement. DMY estimates that approximately 51.2 million Holdco Ordinary Shares will be subject to registration rights pursuant to the Registration Rights Agreement and PIPE Subscription Agreements immediately following the Closing, representing approximately 95.7% of the total issued and outstanding Holdco Ordinary Shares following the Business Combination, assuming the No Additional Redemptions Scenario (as defined below). The form of Registration Rights Agreement is attached to the accompanying proxy statement/prospectus as Annex F. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Registration Rights Agreement.”
In connection with the Closing, pursuant to the Business Combination Agreement, Holdco, DMY and Continental Stock Transfer & Trust Company will enter into a warrant assignment, assumption and amendment agreement (the “Warrant Assumption Agreement”), the form of which is attached to the accompanying proxy statement/prospectus as Annex G. Each DMY Warrant outstanding immediately prior to the effective time of the SPAC Merger will cease to be a warrant exercisable for DMY Class A Shares and will be assumed by Holdco and become a Holdco Warrant exercisable for Holdco Class A Ordinary Shares pursuant to the Warrant Assumption Agreement.
Additionally, in connection with the Closing, pursuant to the Business Combination Agreement, Holdco, Horizon, and Sponsor will enter into an indemnification agreement (the “Sponsor Indemnification Agreement”) whereby Holdco and Horizon will agree to indemnify, exonerate and hold harmless Sponsor and its affiliates, the form of which is attached to the accompanying proxy statement/prospectus as Annex H.
After careful consideration, the DMY Board has unanimously determined that the Business Combination is fair, advisable, and in the best interests of DMY and its shareholders, unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Amalgamation and SPAC Merger, and “FOR” all other proposals presented to DMY’s shareholders in this proxy statement/prospectus. The Business Combination was not structured to require the approval of at least a majority of DMY’s unaffiliated shareholders because such a vote is not required under Massachusetts law. The DMY Board did not receive a third-party valuation or fairness opinion in connection with the approval of the Business Combination. When you consider the recommendation of the proposals herein by the DMY Board, you should keep in mind that the Sponsor and DMY’s directors and officers and their affiliates have interests
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in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination” for a further discussion of these considerations.
Based on the 33,569,237 Holdco Class A Ordinary Shares and 19,953,321 Holdco Class B Ordinary Shares expected to be outstanding immediately following the Closing, assuming the No Additional Redemptions Scenario, the holders of Holdco Class A Ordinary Shares are expected to have 33,569,237 votes in the aggregate and the holders of Holdco Class B Ordinary Shares are expected to have 59,859,963 votes in the aggregate, respectively, on all matters submitted to the holders of Holdco Ordinary Shares for a vote. The Holdco Class B Ordinary Shares will be exclusively held by the Horizon Founder. Accordingly, the dual class structure will increase the voting power of the Horizon Founder. If additional Holdco Class B Ordinary Shares are issued after the Closing, the effect of the dual class structure on the concentration of voting control may increase. Future transfers by the Horizon Founder of Holdco Class B Ordinary Shares will generally result in those shares converting to Holdco Class A Ordinary Shares, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. See “Risk Factors — Risks Related to Ownership of Holdco’s Securities — Holdco’s dual class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Holdco Class A Ordinary Shares may view as beneficial.”
Immediately following the Closing, assuming the redemption of no additional Public Shares, (the “No Additional Redemptions Scenario”), using an Estimated Exchange Ratio of approximately 2.46 (based on a Redemption Price of $11.74 as of December 31, 2025), and without giving effect to any dilutive instruments, such as the exercise of the Holdco Options or Holdco Warrants, it is expected that (i) Public Shareholders will own approximately 4.3% of the Holdco Ordinary Shares outstanding and approximately 2.5% of the voting power of outstanding Holdco Ordinary Shares, (ii) Harry You will own, directly and indirectly through the Sponsor, approximately 2.3% of the Holdco Ordinary Shares outstanding at that time (which includes 1,163,484 Founder Shares and 49,783 Holdco Ordinary Shares issuable in respect of Mr. You’s $500,000 SAFE investment in Horizon, but does not include the 2,884,660 Holdco Ordinary Shares issuable upon the exercise of Holdco Private Warrants held by the Sponsor) and approximately 1.3% of the voting power of outstanding Holdco Ordinary Shares, (iii) other Holders of Founder Shares will own less than one percent of the Holdco Ordinary Shares outstanding at that time and less than one percent of the voting power of outstanding Holdco Ordinary Shares, (iv) PIPE Investors will own approximately 17.6% of the outstanding Holdco Ordinary Shares and approximately 10.1% of the voting power of the outstanding Holdco Ordinary Shares, (v) the Horizon Founder will own approximately 37.3% of the Holdco Ordinary Shares outstanding and approximately 64.1% of the voting power of outstanding Holdco Ordinary Shares, (vi) Horizon Shareholders (other than the Horizon Founder and Harry You) will own approximately 37.8% of the Holdco Ordinary Shares outstanding and approximately 21.6% of the voting power of outstanding Holdco Ordinary Shares. The Public Shareholders currently own approximately 59.6% of the issued and outstanding shares of DMY Common Stock prior to the Business Combination. Accordingly, Public Shareholders, as a group, will experience immediate dilution as a consequence of the Business Combination. As redemptions increase, the overall percentage ownership and voting percentage held by the Sponsor, other Holders of Founder Shares, PIPE Investors, and Horizon Shareholders will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. If the amount of PIPE Investment or Additional Financing is greater than the assumptions above, such financing would further increase dilution to Public Shareholders. For more information on the percentage of the issued and outstanding Holdco Ordinary Shares immediately following the Closing that are expected to be held by securityholders, in various redemptions scenarios, see “Questions and Answers About the Business Combination — What equity stake will current DMY Shareholders and Horizon Shareholders hold in Holdco immediately after the Closing?” and for more information about dilution to Public Shareholders, see “Dilution.”
Compensation to be Received by the Sponsor and DMY’s Officers and Directors in connection with the Business Combination: The Sponsor will receive (i) 1,163,484 Holdco Class A Ordinary Shares upon the conversion of 1,163,484 Founder Shares, which were initially purchased prior to the DMY IPO for approximately $0.02 per share and (ii) 2,884,660 Holdco Warrants upon the assumption of 2,884,660 DMY Private Warrants, which were initially purchased in a private placement that closed concurrently with the DMY IPO for $1.00 per warrant. Additionally, Harry You entered into a SAFE with Horizon on December 18, 2025, with a face amount of $500,000, which will convert into 49,783 Holdco Class A Ordinary Shares at the Closing, using an Estimated Exchange Ratio of 2.46. The securities to be issued to the Sponsor and Mr. You may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Dilution”, “Proposal No. 1 — The Business
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Combination Proposal — Interests of DMY’s Sponsor and Directors and Officers in the Business Combination”, “Proposal No. 1 — The Business Combination Proposal — Compensation to be Received by the Sponsor and DMY’s Officers and Directors in Connection with the Business Combination” and “Information About DMY — Executive and Director Compensation.”
DMY’s independent directors do not hold shares of DMY Common Stock and are not members of the Sponsor. DMY’s independent directors will each receive $100,000 of cash compensation for their service as directors of DMY, payable upon the earlier of the Closing or DMY’s liquidation. None of the funds in the Trust Account will be used to compensate our directors. The Sponsor and DMY’s officers and directors will also be reimbursed for loans, advances, and out-of-pocket expenses incurred by them related to identifying, negotiating, investigating and completing the Business Combination. Harry You has loaned $1,191,667 to DMY pursuant to the Extension Note (as defined below), which amounts were used to make contributions to the Trust Account required in connection with monthly extensions of DMY’s liquidation date. An aggregate of approximately $2,300,000 of other loans, advances, or out-of-pocket expenses are outstanding as of the date of this proxy statement/prospectus. In addition, DMY has agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative support services provided to members of the DMY management team, of which an aggregate of $280,000 of accrued administrative services fees are owed to the Sponsor as of the date of this proxy statement/prospectus. Additionally, the Sponsor and DMY’s officers and directors will be entitled to continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination.
In order to finance transaction costs in connection with the Business Combination, the Sponsor and DMY’s officers and directors may, but are not obligated to, loan DMY funds as may be required (“Working Capital Loans”). If DMY completes the Business Combination, DMY would repay any such Working Capital Loans out of the proceeds of the Trust Account released to DMY without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Holdco Private Warrants, at a price of $1.00 per warrant, at the Closing. If DMY liquidates without completing a business combination, any such Working Capital Loans would be repaid only out of funds held outside the Trust Account, if any. In connection with the DMY IPO, the Sponsor extended overfunding loans to DMY in an aggregate amount of $947,850, equal to $0.15 per DMY Unit sold in the DMY IPO (the “Overfunding Loans”), which were evidenced by a promissory note dated October 11, 2022 (the “Overfunding Loans Note”). Additionally, On January 2, 2024, DMY issued a non-interest bearing convertible note to Harry You with a principal amount up to $1.75 million (the “Extension Note”) in connection with Contributions (as defined below) that Mr. You may make to the Trust Account and for working capital purposes. As of the date of this proxy statement/prospectus, the outstanding amount under the Extension Note is $1,191,667, which amounts were used to make contributions to the Trust Account required in connection with monthly extensions of DMY’s liquidation date. Up to $1.5 million of such outstanding amount may be converted into private placement warrants at a price of $1.00 per warrant or repaid in cash at the Closing, at the Sponsor’s option.
Except for the foregoing, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. The reimbursement of expenses and advances to the Sponsor and DMY’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders. Further, Harry You, DMY’s Chairman, Chief Executive Officer and Chief Financial Officer, is expected to serve as a director of Holdco after the Closing, and as such, in the future, Mr. You may receive compensation for his service as a director of Holdco. See “Dilution”, “Proposal No. 1 — The Business Combination Proposal — Interests of DMY’s Sponsor and Directors and Officers in the Business Combination”, “Proposal No. 1 — The Business Combination Proposal — Compensation to be Received by the Sponsor and DMY’s Officers and Directors in Connection with the Business Combination” and “Information About DMY — Executive and Director Compensation.”
Potential conflicts of interest in connection with the Business Combination: There may be actual or potential material conflicts of interest between or among (i) the Sponsor, DMY officers and directors, Horizon officers and directors and (ii) unaffiliated security holders of DMY. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the shares to be issued to the Sponsor and DMY’s officers and directors in connection with the Business Combination, the shares to be issued to the Horizon Founder and the dual class structure, and the reimbursement of loans and advances. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination” and “Proposal No. 1 — The Business Combination Proposal — Interests of the Horizon Founder and Horizon’s Directors and Officers in the Business Combination” for more information.
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Prior to DMY’s IPO, the Sponsor paid an aggregate of $25,000 for the Founder Shares, or approximately $0.02 per share. DMY completed DMY’s IPO of 6,319,000 DMY Units (including the underwriters’ partial exercise of their over-allotment option) in October 2022, at a price of $10.00 per DMY Unit, generating gross proceeds of $63,190,000. Simultaneously with the completion of the DMY IPO, the Sponsor purchased an aggregate of 2,884,660 DMY Private Warrants for $1.00 per warrant, or an aggregate of $2,884,660. The Sponsor extended Overfunding Loans to DMY. An aggregate of $64,137,850 of the net proceeds of the DMY IPO, private placement, and Overfunding Loans was placed into the Trust Account. DMY initially had 15 months from the closing of the DMY IPO, or until January 4, 2024, to complete its initial business combination. On January 2, 2024, DMY’s shareholders approved an amendment to the DMY Articles to extend the date by which DMY has to consummate its initial business combination (the “First Extension”), from January 4, 2024 to January 29, 2024 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend such date up to twenty-three times for an additional one month each time, until up to December 29, 2025, only if the Sponsor or its designee would deposit (the “Contribution”) into the Trust Account as a loan, (i) on or before January 4, 2024, with respect to the initial extension, an amount of $41,667, and (ii) one business day following the public announcement by DMY disclosing that the DMY Board has determined to implement an additional monthly extension, with respect to each such additional extension, an amount of $50,000. In connection with the shareholder approval of the extension, an aggregate of 3,980,414 Public Shares were redeemed for an aggregate of approximately $42.0 million, representing redemptions of approximately 63% of the Public Shares then outstanding. The DMY Board elected to use all twenty-three extensions and, accordingly, Mr. You made an aggregate of $1,191,667 of Contributions pursuant to the Extension Note.
On December 15, 2025, DMY’s shareholders approved a further amendment to the DMY Articles to extend the date by which DMY has to consummate its initial business combination (the “Second Extension”), from December 29, 2025 to January 29, 2026 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend such date up to five times for an additional one month each time, until up to June 29, 2026 (such time period, the “Combination Period”). No further Contributions are required in connection with the Second Extension. In connection with the shareholder approval of the extension, an aggregate of 12,599 Public Shares were redeemed for an aggregate of approximately $147,778, representing approximately 0.5% of the Public Shares then outstanding. As of the date of this proxy statement/prospectus, the DMY Board has extended the Combination Period, monthly, through February 28, 2026.
In connection with the shareholder meeting to approve the First Extension, DMY’s shareholders also approved proposals to (1) amend the DMY Articles to provide for the right of a holder of DMY Class B Shares to convert their DMY Class B Shares into DMY Class A Shares on a one-for-one basis at any time and from time to time at the election of the holder; (2) amend the DMY Articles to eliminate from the DMY Articles (i) the limitation that DMY may not redeem Public Shares in an amount that would cause DMY’s net tangible assets to be less than $5,000,001 and (ii) the limitation that DMY will not consummate a Business Combination unless DMY has net tangible assets of at least $5,000,001; (3) amend the DMY Articles to permit the DMY Board, in its sole discretion, to elect to wind up DMY’s operations at any time, as determined by the DMY Board and included in a public announcement; and (4) amend the investment management trust agreement between DMY and Continental Stock Transfer and Trust Company (the “Trust Agreement”) to reflect the amendments to the DMY Articles. In connection with the shareholder meeting to approve the Second Extension, DMY’s shareholders also approved a proposal to amend the Trust Agreement to reflect the Second Extension.
If DMY does not complete the Business Combination with Horizon or another initial business combination by the end of the Combination Period, DMY will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to DMY to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of DMY’s remaining shareholders and the DMY Board, in accordance with applicable law, dissolve and liquidate, subject in each case to DMY’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to DMY Public Warrants or DMY Private Warrants if DMY fails to complete its initial business combination before the end of the Combination Period. The Sponsor and
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DMY’s officers and directors have no rights to liquidating distributions from the Trust Account with respect to any Founder Shares and any Public Shares held by them if DMY fails to complete an initial business combination within the Combination Period, although they will be entitled to liquidating distributions from assets outside the Trust Account.
The DMY Class A Shares and DMY Public Warrants are traded on the OTCQB market (“OTCQB”), operated by the OTC Markets Group (“OTC Markets”), and the DMY Units are traded on the OTCID market (“OTCID”), under the symbols “DMYY”, “DMYYU”, and “DMYYW”, respectively, following the delisting from the NYSE American exchange on September 29, 2025 due to DMY’s failure to complete its initial business combination within 36 months of the effectiveness of its initial public offering registration statement. DMY shareholders should know that there may be a very limited market in which DMY’s securities are traded, the trading price of DMY’s securities may be adversely affected, and the DMY Class A Shares may be deemed to be a “penny stock”. DMY 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. See “Risk Factors — Risks Related to DMY and the Business Combination — DMY’s securities were delisted from trading on the NYSE American exchange and trade on the OTC Markets, which could limit investors’ ability to make transactions in DMY’s securities and subject DMY to additional trading restrictions.”
On September 8, 2025, the last trading day before announcement of the execution of the Business Combination Agreement, the closing price of the DMY Class A Shares on the NYSE American exchange was $12.03, the closing price of the DMY Units on the NYSE American exchange was $14.04, and the closing price of the DMY Public Warrants on the NYSE American exchange was $0.94. As of January 28, 2026, the closing price of the DMY Class A Shares on the OTCQB was $12.45, the closing price of the DMY Units on the OTCID was $11.10, and the closing price of the DMY Public Warrants on the OTCQB was $2.53.
Although Holdco is not currently a public reporting company, following the effectiveness of the registration statement of which this prospectus forms a part and the Closing, Holdco will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
Holdco has applied for listing, to be effective at Closing, of the Holdco Class A Ordinary Shares and Holdco Warrants on the Nasdaq under the symbols “HQ” and “HQW”, respectively. It is a condition to Horizon’s and DMY’s obligations to consummate the Business Combination, and a condition to the PIPE Investors’ obligations to consummate the PIPE Investment, that the Holdco Class A Ordinary Shares are approved for listing on the Stock Exchange, subject only to official notice of issuance. DMY and Horizon believe that Holdco will satisfy the initial listing requirements of Nasdaq at the Closing, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination may not be consummated unless such condition is waived by Horizon and DMY, and the PIPE Investment may not be consummated unless such condition is waived by the PIPE Investors. The Stock Exchange listing condition may be waived by Horizon and DMY, with respect to the Business Combination, and by the PIPE Investors, with respect to the PIPE Investment, at any time prior to the Closing, including after the deadline for submitting redemption requests or the Special Meeting. If Horizon and DMY, on the one hand, and/or the PIPE Investors, on the other hand, waive such condition, DMY intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the Special Meeting. It is important for you to consider that, at the time of the deadline for submitting redemption requests or the Special Meeting, Holdco may not have received from Nasdaq either confirmation of the listing of the Holdco Class A Ordinary Shares and Holdco Warrants or confirmation that approval will be obtained prior to the consummation of the Business Combination, and you will not be notified prior to the deadline for submitting redemption requests or the Special Meeting if Holdco has not yet received such approval or confirmation. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without knowing whether the Holdco Class A Ordinary Shares and Holdco Warrants will be listed on Nasdaq or another securities exchange and, further, it is possible that such listing may never be achieved and the Business Combination could still be consummated if such condition is waived.
As a result of the concentration of Holdco Class B Ordinary Shares and voting control in the Horizon Founder, upon the consummation of the Business Combination, Holdco may qualify as a “controlled company” as defined under the corporate governance rules of Nasdaq, because it is expected that the Horizon Founder will beneficially own more than 50% of the total voting power of all issued and outstanding Holdco Ordinary Shares immediately following the consummation of the Business Combination. For so long as Holdco remains a controlled company under that definition, it is permitted to elect to rely, and may rely, on certain exemptions from Nasdaq corporate governance rules.
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In addition, Holdco is a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, Holdco is permitted to follow the corporate governance practices of its home country, Singapore, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies. As a foreign private issuer, Holdco is permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules. Holdco does not currently expect to rely on these exemptions and intends to fully comply with all corporate governance requirements under the listing standards of Nasdaq. However, if it were to utilize some or all of these exemptions, Horizon would not comply with certain of the corporate governance standards of the Nasdaq, which could adversely affect the protections for other stockholders.
DMY is, and Holdco will be, an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.
This proxy statement/prospectus covers the issuance by Holdco of up to 24,166,557 Holdco Class A Ordinary Shares, up to 19,953,321 Holdco Class B Ordinary Shares, and 6,044,160 Holdco Warrants in connection with the completion of the Business Combination and the issuance of up to 19,953,321 Holdco Class A Ordinary Shares issuable upon the conversion of such Holdco Class B Ordinary Shares and 6,044,160 Holdco Class A Ordinary Shares issuable upon the exercise of such Holdco Warrants. It does not cover the issuance by Holdco of an additional up to 9,402,680 Holdco Class A Ordinary Shares that will be issued to the PIPE Investors in a private placement at the Closing.
This proxy statement/prospectus also covers the resale by the Selling Securityholder as described in the section entitled “Selling Securityholder,” of up to 2,884,660 Holdco Private Warrants to be received by the Selling Securityholder in the Business Combination and 2,884,660 Holdco Class A Ordinary Shares issuable upon the exercise of such warrants. The Selling Securityholder is deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. The Selling Securityholder may sell all, some or none of such Holdco Private Warrants and Holdco Class A Ordinary Shares. Holdco will not receive any proceeds from any such offer or sale by the Selling Securityholder, but will receive proceeds to the extent that the Holdco Private Warrants are exercised for cash.
Investing in the Holdco Class A Ordinary Shares, Holdco Class B Ordinary Shares, and Holdco Warrants involves a high degree of risk. See “Risk Factors” beginning on page 54 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in Holdco’s securities.
This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. DMY encourages you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 54.
When you review the information included in the accompanying proxy statement/prospectus and consider the DMY Board’s recommendation to vote in favor of the proposals described therein, you should keep in mind that the Sponsor and DMY’s officers and directors have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the Sponsor and DMY’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating DMY. See the sections entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated February 17, 2026 and is first being mailed to DMY Shareholders on or about February 17, 2026.
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dMY Squared Technology Group, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
Tel: (702) 781-4313
NOTICE OF SPECIAL MEETING OF DMY SHAREHOLDERS
TO BE HELD ON MARCH 17, 2026
To the Shareholders of dMY Squared Technology Group, Inc.:
NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of shareholders of dMY Squared Technology Group, Inc., a Massachusetts corporation (“DMY”), will be held at 10:00 a.m., Eastern Time, on March 17, 2026. The Special Meeting will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/dmysquaredtechnology/2026. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:
(1) Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of September 9, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among DMY, Horizon Quantum Holdings Pte. Ltd. (formerly known as Rose Holdco Pte. Ltd.), a Singapore private company limited by shares (“Holdco”), Rose Acquisition Pte. Ltd., a Singapore private company limited by shares and a wholly-owned subsidiary of Holdco (“Merger Sub 1”), Horizon Merger Sub 2, Inc., a Massachusetts corporation and wholly-owned subsidiary of Holdco (“Merger Sub 2”, and together with Merger Sub 1, the “Merger Subs”), and Horizon Quantum Computing Pte. Ltd., a Singapore private company limited by shares (“Horizon”), pursuant to which the following will occur: (1) Holdco will be converted from a Singapore private company limited by shares to a Singapore public company limited by shares and, in connection therewith, will adopt an amended and restated constitution (the “Holdco A&R Constitution”). Upon such conversion, Holdco will be knowns as “Horizon Quantum Holdings Ltd.”; (2) the amalgamation of Merger Sub 1 and Horizon under Section 215A of the Companies Act 1967 of Singapore, as amended (the “Singapore Companies Act”), with Horizon surviving as the amalgamated company and a wholly-owned subsidiary of Holdco (the “Amalgamation”); (3) the merger of Merger Sub 2 with and into and DMY, pursuant to the Massachusetts Business Corporation Act (the “MBCA”), with DMY surviving the merger as a wholly-owned subsidiary of Holdco (the “SPAC Merger”); and (4) the other transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Amalgamation and the SPAC Merger, the “Business Combination”), all as described in more detail in the accompanying proxy statement/prospectus. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A
(2) Proposal No. 2 — The Advisory Organizational Documents Proposals — To consider and vote upon the following seven separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on a non-binding and advisory basis only the following material differences between DMY’s amended and restated articles of association (the “DMY Articles”) and DMY’s bylaws (the “DMY Bylaws”), on the one hand, and the Holdco A&R Constitution, on the other hand. A copy of the Holdco A&R Constitution is attached to the accompanying proxy statement/prospectus as Annex B.
(a) Advisory Organizational Documents Proposal 2(a) — Change in Authorized Share Capital: to provide advisory approval of the absence of any provisions in the Holdco A&R Constitution relating to a cap on the number of authorized shares of Holdco, and the inclusion of the provision that, subject to the Companies Act 1967 of Singapore and the Holdco A&R Constitution, no shares may be issued by the directors of Holdco without the prior approval of Holdco Shareholders in general meeting, to align with the requirements of Singapore law. DMY is currently authorized to issue 41,000,000 shares, consisting of (a) 40,000,000 shares of DMY Common Stock, including (i) 35,000,000 shares of DMY Class A Common Stock, and (ii) 5,000,000 shares of Class B Common Stock, and (b) 1,000,000 shares of DMY Preferred Stock.
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(b) Advisory Organizational Documents Proposal 2(b) — Removal of Directors: to provide advisory approval of the inclusion of provisions in the Holdco A&R Constitution providing that Holdco may in a general meeting, subject to any requirements of the Companies Act 1967 of Singapore, by ordinary resolution of which special notice has been given to all shareholders entitled to receive notices, from time to time remove any director before the expiration of their period of office.
(c) Advisory Organizational Documents Proposal 2(c) — Shareholder Right to Call Meetings: to provide advisory approval of the inclusion of provisions in the Holdco A&R Constitution providing that extraordinary general meetings of shareholders may be called by the board of directors of Holdco (the “Holdco Board”), and shall also be convened on such requisition by shareholders representing not less than 10% of the total number of paid up shares as of the date of deposit of the requisition carrying the right to vote at a general meeting in accordance with the Companies Act 1967 of Singapore, or in default may be convened by such requisitioning shareholder or shareholders as provided for under the Companies Act 1967 of Singapore.
(d) Advisory Organizational Documents Proposal 2(d) — Quorum: to provide advisory approval of the inclusion of provisions in the Holdco A&R Constitution that provide not less than one-third of the issued Holdco Ordinary Shares present in person or by proxy or attorney as quorum for any meeting of Holdco shareholders.
(e) Advisory Organizational Documents Proposal 2(e) — Dual Class Share Structure: to provide advisory approval of each outstanding (i) Holdco Class A Ordinary Share being entitled to one (1) vote per share and (ii) Holdco Class B Ordinary Share being entitled to three (3) votes per share.
(f) Advisory Organizational Documents Proposal 2(f) — Declassified Board: to provide advisory approval of the absence of any provisions in the Holdco A&R Constitution that would create a classified board of directors that is currently present in the DMY Charter.
(g) Advisory Organizational Documents Proposal 2(g) — Removal of Blank Check Company Provisions: to provide advisory approval of the absence of certain blank check provisions in the Holdco A&R Constitution that will not be necessary to include in the Holdco A&R Constitution following the consummation of the Business Combination.
(3) Proposal No. 3 — The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt, or otherwise in connection with, any of the foregoing proposals, or if DMY determines that additional time is needed in order to satisfy one or more of the conditions to Closing, or in connection with a SPAC Change in Recommendation (as defined below) if necessary to provide sufficient time for SPAC Shareholders to consider such SPAC Change in Recommendation (the “Adjournment Proposal”).
Only holders of record of DMY Class A Shares and DMY Class B Shares (together, the “DMY Common Stock”) at the close of business on February 6, 2026 (the “Record Date”) are entitled to notice of and to vote at and to have their votes counted at the Special Meeting and any adjournment of the Special Meeting.
This proxy statement/prospectus and accompanying proxy card is being provided to DMY’s shareholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, all of DMY’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 54 of this proxy statement/prospectus.
After careful consideration, the DMY Board has unanimously determined that the Business Combination is fair, advisable, and in the best interests of DMY and its shareholders, unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Amalgamation and SPAC Merger, and “FOR” all other proposals presented to DMY’s shareholders in this proxy statement/prospectus. The Business Combination was not structured to require the approval of at least a
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majority of DMY’s unaffiliated shareholders because such a vote is not required under Massachusetts law. The DMY Board did not receive a third-party valuation or fairness opinion in connection with the approval of the Business Combination. When you consider the recommendation of the proposals herein by the DMY Board, you should keep in mind that the Sponsor and DMY’s directors and officers and their affiliates have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination” for a further discussion of these considerations.
Pursuant to the DMY Articles, a holder of DMY Class A Shares initially issued in DMY’s IPO (the “Public Shares”, and such holder, a “Public Shareholder”), other than the Sponsor and the other Holders of Founder Shares, may request that DMY redeem all or a portion of his, her, or its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:
(i) hold Public Shares;
(ii) submit a written request to Continental Stock Transfer & Trust Company (“Continental”), DMY’s transfer agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that DMY redeem all or a portion of your Public Shares for cash; and
(iii) tender or deliver your Public Shares (and share certificates (if any) and other redemption forms) to Continental, physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on March 13, 2026 (two business days before the scheduled date of the Special Meeting) in order for their DMY Class A Shares to be redeemed.
Holders of Public Shares (other than the Sponsor and the other Holders of Founder Shares) may elect to redeem all or a portion of their Public Shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.
If the Business Combination is consummated, and if a Public Shareholder (other than the Sponsor and the other Holders of Founder Shares) properly exercises its right to redeem all or a portion of the Public Shares that it holds, including timely delivering such shares to Continental, DMY will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the funds held in the trust account established at the consummation of DMY’s IPO (the “Trust Account”) (including interest earned on the funds held in the Trust Account not previously released to DMY to pay its taxes, net of taxes payable), calculated as of two business days prior to the consummation of the Business Combination (the “Redemption Price”). For illustrative purposes, as of the Record Date, this would have amounted to approximately $11.78 per issued and outstanding Public Share. Prior to exercising redemption rights, Public Shareholders should verify the market price of the DMY Class A Shares, as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. DMY cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in the DMY Class A Shares when Public Shareholders wish to sell their shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange his, her or its Public Shares for cash and will no longer own Public Shares. See “Special Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming his, her or its Public Shares with respect to more than an aggregate of 15% of the Public Shares without DMY’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the DMY Class A Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without DMY’s prior consent.
Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) the aggregate cash proceeds available to Holdco, consisting of (w) the cash remaining in the Trust Account (net of the amount required to be paid to redeeming Public Shareholders, but for the avoidance of
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doubt, prior to the payment of any transaction expenses), plus (x) with the aggregate cash proceeds actually received by Holdco from the PIPE Investments (as defined below), plus (y) the aggregate cash proceeds received by DMY, Holdco, or Horizon in respect of any Additional Financing, plus (z) the available cash and cash equivalents on the balance sheets of DMY and Horizon as of the closing of the transactions (not including any cash proceeds received by Horizon in respect of any Additional Financing) (the “Closing” and the date of the Closing, the “Closing Date”) (such amount, the “Aggregate Closing Cash”), equaling or exceeding the sum of transaction expenses (estimated to be $17 million, including deferred underwriting fees payable to the underwriters of DMY’s IPO) plus requisite working capital of $45 million, for a total estimated requirement of $62 million to satisfy such condition (the “Minimum Cash Condition”); (ii) the Holdco Class A Ordinary Shares to be issued in connection with the Business Combination having been approved for listing on the New York Stock Exchange, the NYSE American or Nasdaq, as mutually determined by DMY and Horizon (the “Stock Exchange”) subject to official notice of issuance; (iii) this registration statement having been declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of this registration statement being in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement having been initiated or threatened in writing by the SEC; and (iv) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by the requisite vote of the holders of DMY Common Stock (such holders, the “DMY Shareholders” and such vote, the “DMY Shareholder Approval”) and Horizon Shareholders (the “Horizon Shareholder Approval”). The Minimum Cash Condition described above is for the benefit of Horizon only and is subject to waiver by Horizon. Conditions (ii) through (iv) above are for the benefit of both DMY and Horizon and are subject to waiver by both DMY and Horizon. As of the date of this proxy statement/prospectus, the Minimum Cash Condition is expected to be satisfied through the proceeds of the PIPE Investment. For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”
Only holders of record of DMY Common Stock at the close of business on the Record Date are entitled to notice of and to have their votes counted at the Special Meeting and any adjournment of the Special Meeting.
Pursuant to the DMY Articles and Massachusetts law, the approval of each of the Business Combination Proposal and Adjournment Proposal (if submitted to DMY Shareholders for a vote) requires the affirmative vote of a majority of the votes cast by the holders of shares of DMY Common Stock at the Special Meeting.
Pursuant to the DMY Articles and Massachusetts law, the advisory approval of each of the Advisory Organizational Documents Proposals requires the affirmative vote of a majority of the shares of DMY Common Stock entitled to vote thereon.
In connection with DMY’s IPO, the Sponsor and DMY’s officers and directors entered into a letter agreement with DMY (the “Insider Letter”), pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of an initial business combination. Such redemption rights waiver was provided at the time of the DMY IPO without any separate consideration paid. Additionally, pursuant to the DMY Support Agreement, the Sponsor and each of DMY’s Insiders who hold Founder Shares agreed not to redeem any shares of DMY Common Stock held by them in connection with the Business Combination. Such redemption rights waiver was provided without any separate consideration paid in connection with providing such waiver. The Holders of Founder Shares collectively own 1,579,750 Founder Shares, or approximately 40.4% of the issued and outstanding shares of DMY Common Stock.
Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal is approved at the Special Meeting, and if the other conditions to Closing are satisfied or waived. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be,
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among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will not be voted. If a valid quorum is established, any such failure to vote or to provide voting instructions will have no effect on the outcome of any proposal in the accompanying proxy statement/prospectus. An abstention will be counted towards the quorum requirement; broker non-votes cast on a “routine” matter will be counted as present for purposes of establishing a quorum, while broker non-votes cast on a “non-routine” matter will not be counted toward the quorum requirement. We do not expect any of the matters being presented at the Special Meeting to constitute “routine” matters. Abstentions and broker non-votes will not count as a vote cast at the Special Meeting and otherwise will have no effect on a particular proposal because each proposal requires the affirmative vote of a particular number of votes cast and an abstention and a broker non-vote is not a vote cast. If you are a shareholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your DMY Common Stock, please contact Sodali & Co., our proxy solicitor, by email at DMYY.info@investor.morrowsodali.com. Individuals may also call (800) 662-5200 toll free; banks and brokers may call (203) 658-9400. This notice of Special Meeting and the proxy statement/prospectus are available at https://www.cstproxy.com/dmysquaredtechnology/2026.
Thank you for your participation. We look forward to your continued support.
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By Order of the Board of Directors, |
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/s/ Harry L. You |
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Harry L. You |
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Chairman, Chief Executive Officer, and |
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February 17, 2026 |
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on March 17, 2026: This notice of Special Meeting and the related proxy statement are available at https://www.cstproxy.com/dmysquaredtechnology/2026.
IF YOU RETURN YOUR PROXY CARD SIGNED AND WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR PROXY CARD WILL APPOINT HARRY YOU AS YOUR PROXY TO VOTE YOUR SHARES IN THEIR DISCRETION. HARRY YOU WILL VOTE ANY UNDIRECTED PROXIES IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) SUBMIT A WRITTEN REQUEST TO CONTINENTAL AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE SPECIAL MEETING, WHICH REQUEST MUST INCLUDE THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (2) TENDER OR DELIVER YOUR PUBLIC SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
The accompanying proxy statement/prospectus is dated February 17, 2026 and is first being mailed to shareholders on or about February 17, 2026.
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TABLE OF CONTENTS
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Page |
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About this Document |
iii |
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Frequently Used Terms |
iv |
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Financial Statement Presentation |
viii |
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Market and Industry Data |
ix |
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Trademarks, Trade Names, and Service Marks |
x |
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Cautionary Note Regarding Forward-Looking Statements |
xi |
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Questions and Answers About the Business Combination |
1 |
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Summary of the Proxy Statement/Prospectus |
29 |
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Risk Factors |
54 |
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Special Meeting |
122 |
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Proposal No. 1 — The Business Combination Proposal |
128 |
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Proposal No. 2 — The Advisory Organizational Documents Proposals |
178 |
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Proposal No. 3 — The Adjournment Proposal |
182 |
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Material U.S. Federal Income Tax Considerations |
183 |
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Material Singapore Tax Considerations |
200 |
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Unaudited Pro Forma Condensed Combined Financial Information |
204 |
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Dilution |
222 |
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Information About DMY |
225 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations of DMY |
244 |
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Information About Horizon |
250 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations of Horizon |
268 |
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Management of Holdco Following the Business Combination |
279 |
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Horizon Executive and Director Compensation |
284 |
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Beneficial Ownership of Securities |
294 |
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Certain Relationships and Related Persons Transactions |
299 |
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Comparison of Corporate Governance and Shareholder Rights |
304 |
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Description of Holdco Securities |
320 |
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Plan of Distribution of Holdco Warrants and Underlying Holdco Class A Ordinary Shares |
335 |
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Appraisal Rights |
337 |
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Shareholder Proposals and Nominations |
338 |
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Shareholder Communications |
339 |
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Delivery of Documents to Shareholders |
339 |
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Legal Matters |
339 |
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Other Matters |
339 |
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Experts |
339 |
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Householding Information |
340 |
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Where You Can Find More Information |
341 |
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Enforceability of Civil Liabilities |
342 |
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Index to Financial Statements |
F-1 |
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Annex A — Business Combination Agreement |
A-1 |
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Annex B — Holdco A&R Constitution |
B-1 |
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Annex C — DMY Support Agreement |
C-1 |
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Annex D — Horizon Support Agreement |
D-1 |
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Annex E — Form of Lock-Up Agreement |
E-1 |
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Annex F — Form of Registration Rights Agreement |
F-1 |
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Annex G — Form of Warrant Assumption Agreement |
G-1 |
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Annex H — Form of Sponsor Indemnification Agreement |
H-1 |
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Page |
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Annex I — Form of PIPE Subscription Agreement |
I-1 |
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Annex J — IonQ Side Letter |
J-1 |
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Annex K — Form of SAFE |
K-1 |
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Annex L — Form of Horizon Quantum Holdings Ltd. 2026 Equity Incentive Plan |
L-1 |
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Annex M — Form of Horizon Quantum Holdings Ltd. 2026 Employee Share Purchase Plan |
M-1 |
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Annex N — Form of DMY Squared Technology Group, Inc. Proxy Card |
N-1 |
ii
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ABOUT THIS DOCUMENT
This document, which forms part of a registration statement on Form F-4 filed with the Securities and Exchange Commission (the “SEC”) by Holdco and Horizon, constitutes a prospectus of Holdco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Holdco Class A Ordinary Shares, Holdco Class B Ordinary Shares, and Holdco Warrants to be issued under the Business Combination Agreement if the Business Combination described herein is consummated, as well as the Holdco Class A Ordinary Shares issuable upon the conversion of the Holdco Class B Ordinary Shares and the Holdco Class A Ordinary Shares issuable upon the exercise of such Holdco Warrants. This document also constitutes a notice of meeting and a proxy statement of DMY under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the Special Meeting of DMY at which DMY Shareholders will be asked to consider and vote upon proposals to approve the Business Combination by the adoption of the Business Combination Agreement, among other matters.
This document also contains a resale prospectus with respect to the resale by the Selling Securityholder from time to time of up to 2,884,660 Warrants to be received by it in the Business Combination, and 2,884,660 Holdco Class A Ordinary Shares issuable upon the exercise of such Warrants. The Selling Securityholder may sell all, some or none of such Warrants and Holdco Class A Ordinary Shares. Holdco will not receive any proceeds from any such offer or sale by the Selling Securityholder, but will receive proceeds to the extent that the Holdco Private Warrants are exercised for cash.
The two prospectuses contained in this registration statement (i.e., the primary offering prospectus and the resale prospectus) are substantively identical in all respects, except that the resale prospectus contains a different cover page, a “Selling Securityholder” section and an alternate “Plan of Distribution” section, each of which is set forth in the Alternate Pages.
You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to DMY Shareholders nor the issuance by Holdco of Holdco Ordinary Shares and Holdco Warrants in connection with the Business Combination will create any implication to the contrary.
Information contained in this proxy statement/prospectus regarding DMY has been provided by DMY and information contained in this proxy statement/prospectus regarding Horizon has been provided by Horizon.
This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
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FREQUENTLY USED TERMS
In this proxy statement/prospectus, the following terms have the following meanings:
“2026 Plan” means the Horizon Quantum Holdings Ltd. 2026 Equity Incentive Plan, to be adopted by the Holdco Board upon the Closing.
“25% Redemptions Scenario” means the redemptions scenario that assumes that 581,496 Public Shares are redeemed, or approximately 25% of the Public Shares.
“50% Redemptions Scenario” means the redemptions scenario that assumes that 1,162,993 Public Shares are redeemed, or 50% of the Public Shares.
“75% Redemptions Scenario” means the redemptions scenario that assumes that 1,744,490 Public Shares are redeemed, or approximately 75% of the Public Shares.
“100% Redemptions Scenario” means the redemptions scenario that assumes that 2,325,987 Public Shares are redeemed, or 100% of the Public Shares.
“Additional Financing” means any mutually agreed financing commitments in the form of (a) SAFEs or any other form of equity financing of Horizon, which financing closes and is funded to Horizon prior to the Closing (the “Horizon Pre-Closing Financing”), (b) backstops against exercises of redemptions or non-redemption agreements, or (c) equity or equity-linked financing of Holdco or DMY, which closes concurrently with the Closing.
“Aggregate Amalgamation Consideration” means the aggregate number of new Holdco Ordinary Shares to be issued to the Horizon Shareholders and holders of SAFEs in connection with the Amalgamation, which will be a number of Holdco Ordinary Shares determined by dividing (a) the sum of (i) $503,000,000 (which reflects $3,000,000 of SAFE financing raised prior to the execution of the Business Combination Agreement) plus (ii) the aggregate amount of any Horizon Pre-Closing Financing (of which $4,884,000 has been raised as of the date of this proxy statement/prospectus, including $500,000 invested by Harry You, the Chairman, Chief Executive Officer and Chief Financial Officer of DMY and affiliate of the Sponsor), by (b) the Redemption Price.
“Aggregate Closing Cash” means the sum (i) the aggregate cash proceeds available for release to DMY from the Trust Account in connection with the Business Combination, after giving effect to the redemption of Public Shares validly submitted for redemption and not withdrawn but before the payment of any Transaction Expenses, plus (ii) the aggregate cash proceeds received by Holdco in respect of the PIPE Investment, plus (iii) the aggregate cash proceeds received by DMY, Holdco, or Horizon in respect of the Additional Financing, plus (iv) the available cash and cash equivalents on DMY’s balance sheet and Horizon’s consolidated balance sheet as of the Closing; provided that any amounts included in (ii) or (iii) shall not be included in (iv).
“Alternative Transaction” means any of the following transactions (in a single transaction or series of transactions) involving Horizon, any of its subsidiaries, Holdco or either of the Merger Subs, other than the Business Combination: (A) any direct or indirect merger, consolidation, share exchange, business combination, reconsolidation, recapitalization, reorganization, liquidation, dissolution, or other similar transaction, (B) any direct or indirect sale, lease, license, exchange, transfer, option or other disposition of (x) all or a material portion of the assets or properties of Horizon and any of its subsidiaries, taken as a whole, or (y) any class or series of the shares or other equity interests of Horizon, any of its subsidiaries, Holdco or either of the Merger Subs, or (C) any initial public offering or direct listing on any stock exchange.
“Alternative DMY Transaction” means any business combination involving DMY, other than the Business Combination.
“Amalgamation” means the combination of Merger Sub 1 and Horizon in accordance with Section 215A of the Singapore Companies Act, with Horizon surviving as the amalgamated company and as a wholly-owned subsidiary of Holdco, pursuant to the terms of the Business Combination Agreement.
“Business Combination” means the transactions contemplated by the Business Combination Agreement and documents related thereto, including the Amalgamation and the SPAC Merger.
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“Business Combination Agreement” means the business combination agreement, dated as of September 9, 2025, by and among DMY, Holdco, Merger Sub 1, Merger Sub 2, and Horizon.
“Class B Share Conversion” means the automatic conversion of DMY Class B Shares into DMY Class A Shares on a one-for-one basis, which will occur after the Amalgamation and immediately prior to the SPAC Merger pursuant to the terms of the Business Combination Agreement.
“Combination Period” means the period within which DMY must complete a business combination. Pursuant to the DMY Articles, the Combination Period currently extends to up to June 29, 2026.
“DMY” (also “we,” “us,” or “our”) means dMY Squared Technology Group, Inc., a Massachusetts corporation.
“DMY Articles” means DMY’s amended and restated articles of association, as amended from time to time.
“DMY Board” means the board of directors of DMY.
“DMY Class A Shares” means Class A common stock of DMY, par value $0.0001 per share.
“DMY Class B Shares” means Class B common stock of DMY, par value $0.0001 per share.
“DMY Common Stock” means, collectively, the DMY Class A Shares and DMY Class B Shares.
“DMY IPO” or “DMY’s IPO” means the initial public offering of DMY Units, which closed in October 2022.
“DMY Private Warrants” means the outstanding private placement warrants of DMY initially issued in a private placement simultaneous with DMY’s IPO.
“DMY Public Warrants” means the warrants of DMY issued as part of the DMY Units sold in DMY’s IPO.
“DMY Shareholders” means holders of DMY Common Stock.
“DMY Units” means the units sold in DMY’s IPO.
“Estimated Exchange Ratio” means approximately 2.46 Holdco Ordinary Shares for each Horizon Ordinary Share. The Estimated Exchange Ratio is estimated assuming that the Fully Diluted Horizon Capitalization on the Closing Date is 17,576,557 shares and that the Redemption Price is approximately $11.74, which is estimated using an assumed Closing Date of December 31, 2025.
“ESPP” means the Horizon Quantum Holdings Ltd. 2026 Employee Share Purchase Plan, to be adopted by the Holdco Board upon the Closing.
“Exchange Ratio” means the number of Holdco Ordinary Shares to be issued in exchange for issued and outstanding Horizon capital stock upon the Amalgamation, and is equal to the quotient obtained by dividing (x) the Aggregate Amalgamation Consideration by (y) the Fully Diluted Horizon Capitalization.
“Founder Shares” means the DMY Class B Shares initially purchased by the Sponsor in a private placement prior to DMY’s IPO, and the DMY Class A Shares issued or issuable upon the conversion of the DMY Class B Shares.
“Fully-Diluted Horizon Capitalization” means the sum, without duplication of (i) the aggregate number of Horizon Ordinary Shares issued and outstanding as of immediately prior to the effective time of the Amalgamation, plus (ii) the aggregate number of seed convertible preference shares of Horizon (“Horizon Seed Preference Shares”) (on an as-converted to Horizon Ordinary Shares basis) issued and outstanding as of immediately prior to the effective time of the Amalgamation, plus (iii) the aggregate number of seed plus convertible preference shares of Horizon (“Horizon Seed Plus Preference Shares”) (on an as-converted to Horizon Ordinary Shares basis) issued and outstanding as of immediately prior to the effective time of the Amalgamation, plus (iv) the aggregate number of Series A convertible preference shares of Horizon (“Horizon Series A Preference Shares”, and together with the Horizon Seed Preference Shares and Horizon Seed Plus Preference Shares, the “Horizon Preference Shares”, and together with the Horizon Ordinary Shares, the “Horizon Shares”) (on an as-converted to Horizon Ordinary Shares basis) issued and outstanding as of immediately prior to the effective time of the Amalgamation, plus (v) the aggregate number of Horizon Shares (on an as-converted basis) issuable upon the conversion of SAFEs that have not terminated or expired as of immediately prior to the effective time of the Amalgamation, plus (vi) the aggregate number of Horizon Ordinary Shares issuable upon, or pursuant to, the exercise of Horizon Options that are issued and outstanding and vested as of immediately
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prior to the effective time of the Amalgamation, treating such outstanding and vested Horizon Options as having been exercised in full (calculated using the treasury stock method of accounting), plus (vii) the aggregate number of Horizon Ordinary Shares issuable upon, or pursuant to, the Horizon Pre-Closing Financing.
“Holdco” means Horizon Quantum Holdings Pte. Ltd. (formerly known as Rose Holdco Pte. Ltd., Company Registration No.: 202537774K), a Singapore private company limited by shares, which will be renamed “Horizon Quantum Holdings Ltd.” upon the conversion of Holdco from a Singapore private company to a Singapore public company and the adoption of the Holdco A&R Constitution, pursuant to the Business Combination Agreement.
“Holdco A&R Constitution” means the amended and restated constitution of Holdco, which is attached as Annex B to this proxy statement/prospectus.
“Holdco Board” means the board of directors of Holdco.
“Holdco Class A Ordinary Shares” means the Class A ordinary shares of the share capital of Holdco, with each Holdco Class A Ordinary Share entitling the holder thereof to one vote per share on all matters on which the Holdco Ordinary Shares are entitled to vote.
“Holdco Class B Ordinary Shares” means Class B ordinary shares of the share capital of Holdco, with each Holdco Class B Ordinary Share having economic rights (including dividend and liquidation rights) identical to those of the Holdco Class A Ordinary Shares but the holders thereof are entitled to three votes per share on all matters on which the Holdco Ordinary Shares are entitled to vote.
“Holdco Ordinary Shares” means the Holdco Class A Ordinary Shares and Holdco Class B Ordinary Shares, together.
“Holdco Private Warrant” means each outstanding whole private placement warrant of Holdco outstanding immediate following the SPAC Merger Effective Time, which were assumed by Holdco and are exercisable for Holdco Class A Ordinary Shares.
“Holdco Public Warrant” means each outstanding whole public warrant of Holdco outstanding immediate following the SPAC Merger Effective Time, which were assumed by Holdco and are exercisable for Holdco Class A Ordinary Shares.
“Holdco Warrants” means, collectively, the Holdco Private Warrants and Holdco Public Warrants.
“Horizon” means Horizon Quantum Computing Pte. Ltd. (Company Registration No.: 201802755E), a Singapore private company limited by shares.
“Horizon Board” means the bord of directors of Horizon.
“Horizon Founder” means Dr. Joseph Francis Fitzsimons.
“Horizon Ordinary Shares” means the ordinary shares in the share capital of Horizon.
“Horizon Preference Share Conversion” means the exchange and conversion of each Horizon Preference Share into Horizon Ordinary Shares at the applicable conversion ratio set forth in the Horizon Constitution, which will occur no later than one business day prior to the effective time of the Amalgamation pursuant to the terms of the Business Combination Agreement.
“Horizon Shareholders” means the holders of Horizon’s capital stock.
“MBCA” means the Massachusetts Business Corporation Act.
“Merger Sub 1” means Rose Acquisition Pte. Ltd. (Company Registration No.: 202537790M), a Singapore private company limited by shares and a wholly-owned subsidiary of Holdco.
“Merger Sub 2” means Horizon Merger Sub 2, Inc., a Massachusetts corporation and wholly-owned subsidiary of Holdco.
“Merger Subs” means Merger Sub 1 and Merger Sub 2 together.
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“Minimum Cash Condition” means the Closing condition that the Aggregate Closing Cash shall equal or exceed the sum of (i) Transaction Expenses (estimated to be $17 million, including deferred underwriting fees payable to the underwriters of DMY’s IPO) plus (ii) Requisite Working Capital of $45 million. The Aggregate Closing Cash required to satisfy the Minimum Cash Condition is estimated to be $62 million.
“No Additional Redemptions Scenario” means the redemptions scenario that assumes no additional Public Shares are redeemed.
“PIPE Investment” means the agreement by accredited investors, pursuant to mutually agreed subscription agreements, to subscribe for and purchase, at the Closing, Holdco Class A Ordinary Shares at a purchase price equal to the Redemption Price. On December 4, 2025, DMY, Holdco, and Horizon entered into Subscription Agreements (the “PIPE Subscription Agreements”) with certain institutional and accredited investors, qualified institutional buyers and strategic investors (the “PIPE Investors”). Pursuant to the PIPE Subscription Agreements, Holdco has agreed to issue and sell, and the PIPE Investors agreed to subscribe for and purchase an aggregate of $110,412,500 of Holdco Class A Ordinary Shares (the “PIPE Shares”), at a per share price equal to the Redemption Price, which comprises the PIPE Investment.
“Public Shares” means the DMY Class A Shares initially issued as part of the DMY Units sold in DMY’s IPO.
“Record Date” means the close of business on February 6, 2026, the date that DMY has fixed for determining DMY Shareholders are entitled to notice of and to attend and vote at the Special Meeting.
“Redemption Price” means the per share price at which each Public Share may be redeemed in connection with the Business Combination, which is equal to the amount of cash then on deposit in the Trust Account, calculated as of two business days prior to the Closing (including interest earned on the funds held in the Trust Account not previously released to DMY to pay its taxes, net of taxes payable), divided by the number of issued and outstanding Public Shares. As of December 31, 2025, the estimated Redemption Price is $11.74.
“SAFE” means a simple agreement for future equity.
“Second Surviving Company” means DMY as the surviving company of the SPAC Merger and as a wholly-owned subsidiary of Holdco.
“Singapore Companies Act” means the Companies Act of Singapore, as amended.
“SPAC Change in Recommendation” means the DMY Board’s change, withdrawal, withholding, qualification or modification of its recommendation to DMY Shareholders to vote in favor of the Business Combination, or its public proposal to do the foregoing.
“SPAC Merger” means the merger of Merger Sub 2 with and into and DMY, in accordance with the MBCA, with DMY surviving the merger as a wholly-owned subsidiary of Holdco pursuant to the terms of the Business Combination Agreement.
“Special Meeting” means the special meeting of DMY Shareholders called to approve the proposals set forth in this proxy statement/prospectus pursuant to the MBCA, the DMY Articles, and the Business Combination Agreement.
“Sponsor” means dMY Squared Sponsor, LLC, a Delaware limited liability company established for the purpose of forming and managing DMY.
“Trust Account” means the trust account established in connection with DMY’s IPO.
“Trust Agreement” means the investment management trust agreement between DMY and Continental Stock Transfer and Trust Company.
“Unit Separation” means the automatic separation of DMY Units into their component parts following the Amalgamation and immediately prior to the SPAC Merger, pursuant to the terms of the Business Combination Agreement.
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FINANCIAL STATEMENT PRESENTATION
DMY
The historical unaudited condensed financial statements of DMY as of and for the nine months ended September 30, 2025 and the historical audited financial statements of DMY as of and for the years ended December 31, 2024 and 2023 were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are denominated in U.S. dollars.
Horizon
The historical unaudited financial statements of Horizon as of and for the six months ended June 30, 2025 and the historical audited financial statements of Horizon as of and for the years ended December 31, 2024 and 2023 were prepared in accordance with U.S. GAAP and are denominated in Singapore dollars.
Holdco
The historical audited financial statements of Holdco as of August 31, 2025 and for the period from August 26, 2025 (inception) through August 31, 2025 were prepared in accordance with U.S. GAAP and are denominated in Singapore dollars.
Rounding and Negative Amounts
Certain numerical information and other amounts and percentages in this proxy statement/prospectus, including financial data, have been rounded. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the total figure given for that column or row or the sum of certain numbers presented as a percentage may not conform exactly to the total percentage given.
In preparing the audited and unaudited historical financial statements of DMY, Horizon, and Holdco, most numerical figures are presented in thousands. For the convenience of the reader of this proxy statement/prospectus, certain numerical figures in this proxy statement/prospectus are rounded to the nearest thousand. As a result of this rounding, certain numerical figures presented herein may vary slightly from the corresponding numerical figures presented in DMY’s, Horizon’s, and Holdco’s financial statements.
The percentages presented in the textual financial disclosure in this proxy statement/prospectus are derived directly from the financial information contained in DMY’s, Horizon’s, and Holdco’s financial statements. The percentages derived from DMY’s, Horizon’s, and Holdco’s financial statements may be computed using the numerical figures expressed in thousands in its financial statements. Therefore, such percentages are not calculated on the basis of the financial information in the textual disclosure that has been subjected to rounding adjustments in this proxy statement/prospectus.
In tables, negative amounts are shown between parentheses. Otherwise, negative amounts may also be shown by “—” before the amount.
Currency Presentation
The financial statements of DMY are measured and presented using United States dollars. The financial statements of Horizon and Holdco are measured and presented using Singapore dollars.
References to “$,” “US$,” “USD” and “U.S. dollar” each refer to the United States dollar. References to “S$” refer to Singapore dollars. Unless otherwise noted, all translations from Singapore dollars to U.S. dollars in this proxy statement/prospectus (i) for the financial period as of and for the six months ended June 30, 2025, are made at a rate of SGD1.00 = USD0.7862, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2025 and (ii) for the financial period as of and for the year ended December 31, 2024, are made at a rate of SGD1.00 = USD0.7320, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2024. We make no representation that any Singapore dollar or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Singapore dollars, as the case may be, at any particular rate, or at all.
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MARKET AND INDUSTRY DATA
DMY, Horizon, and Holdco are responsible for the disclosure contained in this proxy statement/prospectus. However, information contained in this proxy statement/prospectus concerning the market and the industry in which Horizon competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by Horizon based on such sources and Horizon’s knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable. The industry in which Horizon operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Horizon and the Business Combination” and elsewhere in this proxy statement/prospectus.
Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although DMY, Horizon, and Holdco have not independently verified the accuracy or completeness of third-party information, DMY, Horizon, and Holdco believe the industry and market information included in this proxy statement/prospectus is reliable. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.
Notwithstanding anything in this proxy statement/prospectus to the contrary, DMY, Horizon, and Holdco are responsible for all disclosures in this proxy statement/prospectus.
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TRADEMARKS, TRADE NAMES AND SERVICE MARKS
This document contains references to trademarks, trade names and service marks belonging to Horizon or to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included in this proxy statement/prospectus that are not historical facts are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to:
• statements regarding estimates and forecasts of performance and projections of market opportunity;
• expectations and timing related to the success, cost and timing of product development activities;
• financing and other business milestones;
• potential benefits of the Business Combination; and
• expectations relating to the Business Combination, including the proceeds of the Business Combination, the PIPE Investment and SAFEs, and Horizon’s expected cash runway and the timing of the Closing of the Business Combination.
These statements are based on various assumptions and on the current expectations of Horizon’s and DMY’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of Horizon and DMY.
These forward-looking statements are subject to a number of risks and uncertainties, including:
• changes in domestic and foreign business, market, financial, political, and legal conditions;
• economic uncertainty and capital markets disruption, which has been significantly impacted by a new U.S. presidential administration and accompanying regulatory activities and economic policies and events related thereto, ongoing military conflicts and geopolitical instability and inflation and interest rates;
• the risk that the approval of the DMY Shareholders, Horizon Shareholders, or any other condition to Closing is not obtained;
• failure to realize the anticipated benefits of the Business Combination;
• the ability to obtain and/or maintain the listing of the Holdco Class A Ordinary Shares and Holdco Warrants on Nasdaq;
• future financial performance of Holdco following the Business Combination;
• risks relating to any legal proceedings that may be instituted against DMY, Horizon, Holdco or others following the announcement of the Business Combination;
• global economic and political conditions;
• international trade disputes, including threatened or implemented tariffs by the U.S. and threatened or implemented tariffs by foreign countries in retaliation;
• the effects of competition on Horizon’s future business; and
• the amount of redemption requests made by DMY’s Public Shareholders.
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If any of these risks materialize or DMY’s or Horizon’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither DMY nor Horizon presently know or that DMY and Horizon currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect DMY’s and Horizon’s expectations, plans, or forecasts of future events and views as of the date of this proxy statement/prospectus and are qualified in their entirety by reference to the cautionary statements herein. DMY and Horizon anticipate that subsequent events and developments will cause DMY’s and Horizon’s assessments to change. These forward-looking statements should not be relied upon as representing DMY’s and Horizon’s assessments as of any date subsequent to the date of this proxy statement/prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither DMY, Horizon, Holdco, nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Special Meeting and the proposals to be presented at the Special Meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to DMY Shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the Special Meeting.
Q: Why am I receiving this proxy statement/prospectus?
A: You are receiving this proxy statement/prospectus because you are a shareholder of DMY and you are entitled to vote at the Special Meeting to approve the matters set forth herein. This document serves as:
• a proxy statement of DMY to solicit proxies for the Special Meeting to vote on the proposals set forth herein;
• a prospectus of Holdco to offer Holdco Ordinary Shares and Holdco Warrants to DMY Shareholders and Horizon Shareholders in the Business Combination; and
• a resale prospectus of the Selling Securityholder with respect to the resale of Holdco Warrants and underlying Holdco Class A Ordinary Shares to be received by them in the Business Combination.
DMY Shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. DMY is proposing to consummate the Business Combination with Horizon. The terms of the Business Combination Agreement are described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached hereto as Annex A. DMY urges its shareholders to read the Business Combination Agreement in its entirety.
THE VOTE OF DMY SHAREHOLDERS IS IMPORTANT. DMY SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.
Q: What proposals are DMY Shareholders being asked to vote on?
A: At the Special Meeting, DMY is asking holders of DMY Common Stock to consider and vote upon the following proposals:
• the Business Combination Proposal;
• the Advisory Organizational Documents Proposals; and
• the Adjournment Proposal (if presented).
If DMY’s shareholders do not approve the Business Combination Proposal, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See “Proposal No. 1 — The Business Combination Proposal” and “Proposal No. 2 — The Advisory Organizational Documents Proposals” of this proxy statement/prospectus, respectively.
DMY will hold the Special Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. DMY Shareholders should read it carefully.
After careful consideration, the DMY Board has determined that each of the Business Combination Proposal, the Advisory Organizational Documents Proposals, and the Adjournment Proposal, if presented, are fair, advisable, and in the best interests of DMY and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.
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The existence of financial and personal interests of one or more of DMY’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of DMY and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor and DMY’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination” for a further discussion of these considerations.
Q: Are the proposals conditioned on one another?
A: No. The Business Combination is conditioned on the approval of the Business Combination Proposal at the Special Meeting. The Advisory Organizational Documents Proposals and Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
Q: I am a holder of Public Shares. Why am I receiving this proxy statement/prospectus?
A: Upon consummation of the Business Combination, and without any action on the part of any party or any other person, each outstanding DMY Class A Share (excluding Public Shares validly submitted for redemption but including DMY Class A Shares issued upon the Class B Share Conversion and Unit Separation) will be reclassified as one Holdco Class A Ordinary Share. This proxy statement/prospectus includes important information about Holdco and the business of Holdco and its subsidiaries following consummation of the Business Combination. DMY urges you to read the information contained in this proxy statement/prospectus carefully.
Q. I am a holder of DMY Warrants. Why am I receiving this proxy statement/prospectus?
A. Upon consummation of the Business Combination, issued and outstanding whole DMY Warrants (including DMY Warrants issued in the Unit Separation) will be assumed by Holdco and thereby entitle the holders to purchase Holdco Class A Ordinary Shares (and not DMY Class A Shares) at a purchase price of $11.50 per share. This proxy statement/prospectus includes important information about the business of Holdco and its subsidiaries following consummation of the Business Combination. DMY urges you to read the information contained in this proxy statement/prospectus carefully.
Q: Why is DMY proposing the Business Combination?
A: DMY was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.
DMY completed DMY’s IPO of 6,319,000 DMY Units (including the underwriters’ partial exercise of their over-allotment option) in October 2022, at a price of $10.00 per DMY Unit, generating gross proceeds of $63,190,000. Simultaneously with the completion of the DMY IPO, the Sponsor purchased an aggregate of 2,884,660 DMY Private Warrants for $1.00 per warrant, or an aggregate of $2,884,660. In connection with the DMY IPO, the Sponsor extended overfunding loans to DMY in an aggregate amount of $947,850, equal to $0.15 per DMY Unit sold in the DMY IPO (the “Overfunding Loans”), which were evidenced by a promissory note dated October 11, 2022 (the “Overfunding Loans Note”). An aggregate of $64,137,850 of the net proceeds of the DMY IPO, private placement, and Overfunding Loans was placed into the Trust Account. DMY initially had 15 months from the closing of the DMY IPO, or until January 4, 2024, to complete its initial business combination. On January 2, 2024, DMY’s shareholders approved an amendment to the DMY Articles to extend the date by which DMY has to consummate its initial business combination (the “First Extension”), from January 4, 2024 to January 29, 2024 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend such date up to twenty-three times for an additional one month each time, until up to December 29, 2025, only if the Sponsor or its designee would deposit into the Trust Account as a loan, (i) on or before January 4, 2024, with respect to the initial extension, an amount of $41,667, and (ii) one business day following the public announcement by DMY disclosing that the DMY Board has determined to implement an additional monthly extension, with respect to each such additional extension, an amount of $50,000. In connection with the shareholder approval of the extension, an aggregate of 3,980,414 Public Shares were redeemed for an aggregate of approximately $42.0 million, representing redemptions of approximately 63% of the Public Shares. The DMY Board elected to use all twenty-three extensions and, accordingly, Mr. You made an aggregate of $1,191,667 of Contributions pursuant to the Extension Note.
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On December 15, 2025, DMY’s shareholders approved a further amendment to the DMY Articles to extend the date by which DMY has to consummate its initial business combination (the “Second Extension”), from December 29, 2025 to January 29, 2026 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend such date up to five times for an additional one month each time, until up to June 29, 2026 (such time period, the “Combination Period”). No further Contributions are required in connection with the Second Extension. In connection with the shareholder approval of the extension, an aggregate of 12,599 Public Shares were redeemed for an aggregate of approximately $147,778, representing approximately 0.5% of the Public Shares then outstanding. As of the date of this proxy statement/prospectus, the DMY Board has extended the Combination Period, monthly, through February 28, 2026. Since the DMY IPO, DMY’s activity has been limited to the evaluation of business combination target companies.
Horizon is in the business of developing operating systems software and software development tools for quantum computing and related services. The DMY Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including the DMY Board’s review of the results of the due diligence conducted by DMY management and its advisors. As a result, the DMY Board concluded that the Business Combination with Horizon would present a unique business combination opportunity and is in the best interests of DMY and its shareholders. The DMY Board also considered certain potentially material negative factors as well as certain potential conflicts of interest in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “Proposal No. 1 — The Business Combination Proposal — The DMY Board’s Reasons for the Approval of the Business Combination,” as well as in the section entitled “Risk Factors”.
Q: What will happen in the Business Combination?
A: The Business Combination is structured as follows:
(A) Prior to the effective time of the Amalgamation, Holdco will adopt, in accordance with the Singapore Companies Act, the Holdco A&R Constitution, which will govern the rights, privileges, and preferences of the holders of Holdco securities after Holdco’s conversion into a public company limited by shares.
(B) No later than one business day prior to the effective time of the Amalgamation, the Horizon Preference Share Conversion will occur, whereby all of the issued and outstanding Horizon Preference Shares will be automatically converted into Horizon Ordinary Shares at the applicable conversion ratio set forth in the Horizon Constitution Amendment.
(C) At the effective time of the Amalgamation, upon the terms and subject to the conditions of the Business Combination Agreement, and in accordance with the applicable provisions of the Singapore Companies Act, Merger Sub 1 and Horizon will amalgamate and continue as one company, with Horizon becoming a direct, wholly-owned subsidiary of Holdco.
(D) At the effective time of the Amalgamation, (i) each SAFE that has not been terminated or expired, pursuant to its terms, will be canceled and automatically deemed for all purposes to represent the right to receive a number of Holdco Class A Ordinary Shares equal to the Exchange Ratio multiplied by the number of Horizon shares (on an as-converted basis) subject to such SAFE, (ii) each issued and outstanding Horizon Ordinary Share (after taking into account the Horizon Preference Share Conversion and including any Horizon Ordinary Shares issued in any Horizon Pre-Closing Financing) will be automatically converted into the right to receive a number of Holdco Ordinary Shares equal to the Exchange Ratio, on the terms and subject to the conditions of the Business Combination Agreement; provided that Horizon ordinary shares held by the Horizon Founder will be converted into Holdco Class B Ordinary Shares, and the Horizon ordinary shares held by each other Horizon Shareholder will be converted into Holdco Class A Ordinary Shares. Additionally, at the effective time of the Amalgamation, each outstanding and unexercised Horizon Option will become a Holdco Option containing the same terms, conditions, vesting and other provisions as are currently applicable to such Horizon Options, provided that each Holdco Option will be exercisable for the number of Holdco Class A Ordinary Shares equal to the Exchange Ratio multiplied by the number of Horizon ordinary shares subject to the Horizon Option as of immediately prior to the effective time of the Amalgamation, rounded down to the nearest whole share, at an exercise price equal to the per share exercise price of the Horizon Option divided by the Exchange Ratio, rounded up to the nearest whole cent.
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(E) After the effective time of the Amalgamation, and immediately prior to the effective time of the SPAC Merger, DMY will cause each Public Share that a Public Shareholder has timely and validly elected to redeem pursuant to the DMY Articles to be redeemed for cash.
(F) Additionally, after the effective time of the Amalgamation, and immediately prior to the effective time of the SPAC Merger, the Class B Share Conversion and the Unit Separation will automatically occur.
(G) Then, the SPAC Merger will occur, whereby Merger Sub 2 will merge with and into DMY, with DMY surviving as a wholly-owned subsidiary of Holdco.
(H) At the effective time of the SPAC Merger, (i) each outstanding DMY Class A Share (excluding Public Shares validly submitted for redemption and any dissenting shares, but including DMY Class A Shares issued upon the Class B Share Conversion and DMY Class A Shares issued upon the Unit Separation) will be automatically converted into the right to receive one Holdco Class A Ordinary Share, (ii) each outstanding whole DMY Public Warrant (including DMY Public Warrants issued upon the Unit Separation) will be assumed by Holdco and will become Holdco Public Warrants exercisable for Holdco Class A Ordinary Shares in lieu of DMY Class A Shares, and (iii) each outstanding DMY Private Warrant will be assumed by Holdco and will become Holdco Private Warrants exercisable for Holdco Class A Ordinary Shares in lieu of DMY Class A Shares.
Q: What are the reasons for the structure and timing of the Business Combination and related financing?
A: DMY was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. Following the completion of DMY’s IPO, at the direction of the DMY Board, DMY’s management and directors commenced a search for potential business combination targets, leveraging the prior experience and network of DMY’s management and directors. DMY’s management team and the DMY Board considered and analyzed approximately 50 potential acquisition targets other than Horizon, each of which had enterprise values between $500 million and $2 billion. Of those, DMY considered six in greater detail, and entered into non-disclosure agreements with them, which contained customary terms regarding protections of confidentiality but did not impose conditions of exclusivity or other similarly restrictive provisions or standstills. Two such businesses were quantum computing businesses, one was a quantum software business, one was in the logistics industry, one was an entertainment company, and one was a rare earth company. DMY ultimately did not progress its discussions with the other potential target businesses for a variety of reasons, including that DMY did not think their growth trajectory was compelling enough, could not come to terms on valuation, or the target decided to remain private.
DMY was initially introduced to Horizon in December 2024 by Niccolo de Masi, then Co-CEO of DMY. Mr. de Masi had previously connected with the Horizon Founder years prior regarding another SPAC. In January 2025, DMY’s management team started considering Horizon as a potential target candidate due to its business prospects, including its ability to become an industry leader in quantum software, as well as the valuation and the likelihood of successfully consummating a transaction. On January 7, 2025, members of the DMY management team engaged in preliminary discussions with Dr. Fitzsimons of Horizon regarding a potential business combination. However, until the execution of the letter of intent on February 13, 2025, there was no agreement, arrangement, or understanding between Horizon and DMY, Sponsor, or any of DMY’s management team to enter into a business combination with DMY, and no agreement, arrangement, or understanding between DMY and DMY’s management or Sponsor with respect to determining whether to explore a potential business combination with Horizon or to proceed with the Business Combination. The terms of the Business Combination Agreement are the result of extensive negotiations between the representatives of DMY and Horizon, each in consultation with its advisors, which occurred between January 2025 and September 2025.
DMY and Horizon have pursued financing, including the PIPE Investment and Additional Financing, in order to provide additional capital to fund Horizon’s operations after the Business Combination is completed. Horizon entered into a $3 million SAFE prior to the execution of the Business Combination Agreement. In addition, as of the date of this proxy statement/prospectus, Horizon has entered into additional agreements for $4,884,000 of SAFE financing. Furthermore, pursuant to the PIPE Subscription Agreements, the PIPE Investors have agreed to purchase an aggregate of $110,412,500 of PIPE Shares. The terms of the PIPE Subscription Agreements are the result of negotiations between DMY and Horizon, on the one hand, and the PIPE Investors, on the other hand, each in consultation with its advisors, which occurred between October 2025 and December 2025.
4
Table of Contents
As contemplated by the Business Combination Agreement, the structure and timing of the Business Combination, the PIPE Investment, and Additional Financing are consistent with common practice in initial business combination transactions consummated by special purpose acquisition companies. The PIPE Investment and Additional Financing are expected to strengthen Holdco’s balance sheet to support its operations and the execution of its strategy, and will reduce Holdco’s need to seek additional financing following the Closing, benefiting all stakeholders. In addition, the timing for the consummation of the Business Combination provided for in the Business Combination Agreement, which was effectively as soon as reasonably practicable following the execution of the Business Combination Agreement, was determined and agreed by the parties in light of general business considerations weighing in favor of consummating the transaction promptly and the deadline for DMY to complete an initial business combination pursuant to the DMY Articles.
For more information, see “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination.”
Q: What is the effect of the dual class structure?
A: The Holdco A&R Constitution authorizes two classes of Holdco Ordinary Shares: the Holdco Class A Ordinary Shares and the Holdco Class B Ordinary Shares. The rights attaching to the Holdco Class B Ordinary Shares and the Holdco Class A Ordinary Shares are identical in all respects and the Holdco Class A Ordinary Shares and Holdco Class B Ordinary Shares vote together as a single class on all matters, except that the holders of Holdco Class A Ordinary Shares will have one vote per share of Holdco Class A Ordinary Shares and the holders of Holdco Class B Ordinary Shares will have three votes per share of Holdco Class B Ordinary Shares. A copy of the Holdco A&R Constitution is attached to the accompanying proxy statement/prospectus as Annex B.
Based on the 33,569,237 Holdco Class A Ordinary Shares and 19,953,321 Holdco Class B Ordinary Shares expected to be outstanding immediately following the Closing (assuming the No Additional Redemptions Scenario), the holders of Holdco Class A Ordinary Shares are expected to have 33,569,237 votes in the aggregate and the holders of Holdco Class B Ordinary Shares are expected to have 59,859,963 votes in the aggregate, respectively, on all matters submitted to the holders of Holdco Ordinary Shares for a vote. The Holdco Class B Ordinary Shares will be exclusively held by the Horizon Founder. Accordingly, the dual class structure will increase the voting power of the Horizon Founder. If additional Holdco Class B Ordinary Shares are issued after the Closing, the effect of the dual class structure on the concentration of voting control may increase. Future transfers by the Horizon Founder of Holdco Class B Ordinary Shares will generally result in those shares converting to Holdco Class A Ordinary Shares, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. See “Risk Factors — Risks Related to Ownership of Holdco’s Securities — Holdco’s dual class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Holdco Class A Ordinary Shares may view as beneficial.”
Upon any sale, assignment, transfer, pledge or other disposition of the Holdco Class B Ordinary Shares, whether or not for value and whether or not voluntary or involuntary (with certain customary exceptions described in more detail elsewhere in this proxy statement/prospectus), such Holdco Class B Ordinary Shares will automatically be converted into Holdco Class A Ordinary Shares at an initial conversion rate of one to one, subject to adjustment by the Holdco Board. Additionally, all outstanding Holdco Class B Ordinary Shares will automatically be converted into Holdco Class A Ordinary Shares at an initial conversion rate of one to one, subject to adjustment by the Holdco Board, as follows: (x) at 5:00 p.m., Singapore time, on the first day following the date on which the Horizon Founder is no longer serving as a director or officer of Holdco, (y) the death or incapacity of the Horizon Founder, and (z) such time as the number of outstanding Holdco Class B Ordinary Shares is less than 50% of the total number of Holdco Class B Ordinary Shares outstanding as of immediately following the Amalgamation (as equitably adjusted for share splits, reverse share splits, share dividends, reorganizations, consolidations, exchanges of shares or other similar transactions). The Holdco Class B Ordinary Shares are also convertible into an equal number of Holdco Class A Ordinary Shares at any time at the option of the holder.
Q: What will DMY Shareholders receive in the Business Combination?
A: Upon the SPAC Merger, each outstanding DMY Class A Share (excluding Public Shares validly submitted for redemption and any dissenting shares, but including DMY Class A Shares issued upon the Class B Share Conversion and DMY Class A Shares issued upon the Unit Separation) will be automatically converted into the right to receive one Holdco Class A Ordinary Share.
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Table of Contents
Q: What will DMY Warrantholders receive in the Business Combination?
A: Upon the SPAC Merger, each outstanding whole DMY Public Warrant (including DMY Public Warrants issued upon the Unit Separation) will be assumed by Holdco and will be exercisable for Holdco Class A Ordinary Shares in lieu of DMY Class A Shares, and each outstanding DMY Private Warrant will be assumed by Holdco and will be exercisable for Holdco Class A Ordinary Shares in lieu of DMY Class A Shares.
Q: What will DMY Unitholders receive in the Business Combination?
A: Immediately prior to the consummation of the SPAC Merger, each DMY Unit then outstanding and not previously separated will be automatically separated into its component parts and the holder of each DMY Unit will be deemed to hold on DMY Class A Share and one-half of one DMY Public Warrant (provided that no fractional DMY Public Warrants will be issued upon the separation of the DMY Units and only whole warrants will be assumed by Holdco and become Holdco Public Warrants). Upon the consummation of the SPAC Merger, each such DMY Class A Share will be exchanged for one Holdco Class A Ordinary Share and each whole DMY Public Warrant will become a Holdco Public Warrant, in each case subject to the terms and conditions of the Business Combination Agreement.
Q: What will Horizon Shareholders receive in the Business Combination?
A: At the effective time of the Amalgamation, (i) each SAFE that has not been terminated or expired, pursuant to its terms, will be canceled and automatically deemed for all purposes to represent the right to receive a number of Holdco Class A Ordinary Shares equal to the Exchange Ratio multiplied by the number of Horizon shares (on an as-converted basis) subject to such SAFE, (ii) each issued and outstanding Horizon Ordinary Share (after taking into account the Horizon Preference Share Conversion and including any Horizon Ordinary Shares issued in any Horizon Pre-Closing Financing) will be automatically converted into the right to receive a number of Holdco Ordinary Shares equal to the Exchange Ratio, on the terms and subject to the conditions of the Business Combination Agreement; provided that Horizon Ordinary Shares held by the Horizon Founder will be converted into Holdco Class B Ordinary Shares, and the Horizon Ordinary Shares held by each other shareholder of Horizon will be converted into Holdco Class A Ordinary Shares. Additionally, at the effective time of the Amalgamation, each outstanding and unexercised Horizon Option will become a Holdco Option containing the same terms, conditions, vesting and other provisions as are currently applicable to such Horizon Options, provided that each Holdco Option will be exercisable for the number of Holdco Class A Ordinary Shares equal to the Exchange Ratio multiplied by the number of Horizon ordinary shares subject to the Horizon Option as of immediately prior to the effective time of the Amalgamation, rounded down to the nearest whole share, at an exercise price equal to the per share exercise price of the Horizon Option divided by the Exchange Ratio, rounded up to the nearest whole cent.
The Aggregate Amalgamation Consideration will be determined by dividing (a) the sum of (i) $503,000,000 (which reflects $3,000,000 of SAFE financing raised prior to the execution of the Business Combination Agreement) plus (ii) the aggregate amount of any Horizon Pre-Closing Financing (of which $4,884,000 has been raised as of the date of this proxy statement/prospectus, including $500,000 invested by Harry You, the Chairman, Chief Executive Officer and Chief Financial Officer of DMY and affiliate of the Sponsor), by (b) the Redemption Price. The Exchange Ratio is the number of Holdco Ordinary Shares to be issued in exchange for issued and outstanding Horizon capital stock upon the Amalgamation, and is equal to the quotient obtained by dividing (x) the Aggregate Amalgamation Consideration by (y) the Fully Diluted Horizon Capitalization. The “Fully-Diluted Horizon Capitalization” means the sum, without duplication of (i) the aggregate number of Horizon Ordinary Shares issued and outstanding as of immediately prior to the effective time of the Amalgamation, plus (ii) the aggregate number of Horizon Seed Preference Shares (on an as-converted to Horizon Ordinary Shares basis) issued and outstanding as of immediately prior to the effective time of the Amalgamation, plus (iii) the aggregate number of Horizon Seed Plus Preference Shares (on an as-converted to Horizon Ordinary Shares basis) issued and outstanding as of immediately prior to the effective time of the Amalgamation, plus (iv) the aggregate number of Horizon Series A Preference Shares, (on an as-converted to Horizon Ordinary Shares basis) issued and outstanding as of immediately prior to the effective time of the Amalgamation, plus (v) the aggregate number of Horizon Shares (on an as-converted basis) issuable upon the conversion of SAFEs that have not terminated or expired as of immediately prior to the effective time of the Amalgamation, plus (vi) the aggregate number of Horizon Ordinary Shares issuable upon, or pursuant to, the exercise of Horizon Options that are issued and outstanding and vested as of immediately prior to the effective time of the Amalgamation, treating
6
Table of Contents
such outstanding and vested Horizon Options as having been exercised in full (calculated using the treasury stock method of accounting), plus (vii) the aggregate number of Horizon Ordinary Shares issuable upon, or pursuant to, the Horizon Pre-Closing Financing.
Accordingly, assuming that the Fully Diluted Horizon Capitalization on the Closing Date is 17,576,557 shares and that the Redemption Price is approximately $11.74, which is estimated using an assumed Closing Date of December 31, 2025, the Estimated Exchange Ratio is approximately 2.46 Holdco Ordinary Shares.
Q: Will DMY and Horizon obtain new financing in connection with the Business Combination and are there any arrangements to help ensure that DMY will have sufficient funds to consummate the Business Combination and that Holdco has sufficient funds to operate Horizon’s business following the Closing?
A: Yes. Prior to the execution of the Business Combination Agreement, Horizon entered into SAFE agreements with an aggregate principal amount of $3,000,000. In addition, following the execution of the Business Combination Agreement through the date of this proxy statement/prospectus, Horizon has obtained an additional $4,884,000 of SAFE financing, including $500,000 invested by Harry You, the Chairman, Chief Executive Officer and Chief Financial Officer of DMY and affiliate of the Sponsor.
Also, on December 4, 2025, DMY, Holdco, and Horizon entered into PIPE Subscription Agreements with the PIPE Investors, pursuant to which Holdco has agreed to issue and sell, and the PIPE Investors agreed to subscribe for and purchase, an aggregate of $110,412,500 of PIPE Shares, at a per share price equal to the Redemption Price. The PIPE Investment is expected to close substantially concurrently with the closing of the Business Combination, subject to the satisfaction of certain closing conditions, including: (i) that after giving effect to the issuance of the aggregate number of PIPE Shares pursuant to the PIPE Investment and the Closing of the Business Combination, no fewer than 10,000,000 Holdco Class A Ordinary Shares will be issued and outstanding, and all such issued and outstanding shares will have been issued prior to or contemporaneously with the consummation of the PIPE Investment, (ii) that the Holdco Class A Ordinary Shares have been approved for listing on the Stock Exchange, (iii) that there will have been no amendment, modification, or waiver of the Business Combination Agreement that would be reasonably expected to materially and adversely affect the economic benefits that the PIPE Investors would reasonably expect to receive under the PIPE Subscription Agreement, and (iv) the accuracy of the representations and warranties made by the parties, subject to customary bring-down standards, and the material performance by the parties of their covenants, and other customary closing conditions. Conditions (i) through (iii) above are for the benefit of the PIPE Investors and are subject to waiver by each PIPE Investor, individually. Condition (iv) above is for the benefit of both Holdco and PIPE Investors and is subject to waiver Holdco and each respective PIPE Investor. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — PIPE Subscription Agreements.”
Further, pursuant to the Business Combination Agreement, DMY and Horizon may, upon mutual determination, seek one or more additional financing commitments, which we refer to herein as the Additional Financing. The Additional Financing may be in the form of (x) SAFEs or any other form of equity financing of Horizon, which financing closes and is funded to Horizon prior to the Closing, which we refer to as the Horizon Pre-Closing Financing, (y) backstops against redemptions by Public Shareholders or non-redemption agreements with Public Shareholders, or (z) equity or equity-linked financing of Holdco or DMY, which closes concurrently with the Closing.
Holdco expects to use the proceeds from the PIPE Investment and Additional Financing, together with the proceeds received from the Trust Account, for general corporate purposes, including: (i) to fund operating expenses related to the growth of its business, including for research and development activities, and to support sales and marketing activities, compliance, legal, accounting, facilities and other overhead, and (ii) capital expenditures related to the acquisition of equipment and related components to build its hardware testbed.
Q: What equity stake will current DMY Shareholders and Horizon Shareholders hold in Holdco immediately after the Closing?
A: The following tables illustrate estimated ownership levels in Holdco, immediately following the consummation of the Business Combination, based on varying levels of redemptions by Public Shareholders.
7
Table of Contents
The following table excludes the dilutive effect of Holdco Warrants, Holdco Options, and Holdco Class A Ordinary Shares that will initially be available for issuance under the 2026 Plan and ESPP.
|
No Additional Redemptions Scenario |
25% Redemptions Scenario |
50% Redemptions Scenario |
75% Redemptions Scenario |
100% Redemptions Scenario |
||||||||||||||||||||||||||||||||||||||||||||||
|
Pro Forma |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
||||||||||||||||||||||||||||||
|
Public |
2,325,987 |
— |
4.3 |
% |
2.5 |
% |
1,744,491 |
— |
3.3 |
% |
1.9 |
% |
1,162,994 |
— |
2.2 |
% |
1.3 |
% |
581,497 |
— |
1.1 |
% |
0.6 |
% |
— |
— |
0.0 |
% |
0.0 |
% |
||||||||||||||||||||
|
Harry You and Sponsor(3) |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.4 |
% |
1.3 |
% |
||||||||||||||||||||
|
Other Holders of Founder Shares |
416,266 |
— |
0.8 |
% |
0.4 |
% |
416,266 |
— |
0.8 |
% |
0.4 |
% |
416,266 |
— |
0.8 |
% |
0.5 |
% |
416,266 |
— |
0.8 |
% |
0.5 |
% |
416,266 |
— |
0.8 |
% |
0.5 |
% |
||||||||||||||||||||
|
Horizon shareholders (excluding Horizon Founder and Harry You) |
20,211,037 |
— |
37.8 |
% |
21.6 |
% |
20,211,037 |
— |
38.2 |
% |
21.8 |
% |
20,211,037 |
— |
38.6 |
% |
21.9 |
% |
20,211,037 |
— |
39.0 |
% |
22.0 |
% |
20,211,037 |
— |
39.5 |
% |
22.2 |
% |
||||||||||||||||||||
|
Horizon Founder |
— |
19,953,321 |
37.3 |
% |
64.1 |
% |
— |
19,953,321 |
37.7 |
% |
64.5 |
% |
— |
19,953,321 |
38.1 |
% |
64.9 |
% |
— |
19,953,321 |
38.5 |
% |
65.3 |
% |
— |
19,953,321 |
39.0 |
% |
65.7 |
% |
||||||||||||||||||||
|
PIPE Investors |
9,402,680 |
— |
17.5 |
% |
10.1 |
% |
9,402,680 |
— |
17.7 |
% |
10.1 |
% |
9,402,680 |
— |
18.0 |
% |
10.1 |
% |
9,402,680 |
— |
18.3 |
% |
10.3 |
% |
9,402,680 |
— |
18.3 |
% |
10.3 |
% |
||||||||||||||||||||
|
Total |
33,569,237 |
19,953,321 |
100.0 |
% |
100.0 |
% |
32,987,741 |
19,953,321 |
100.0 |
% |
100.0 |
% |
32,406,244 |
19,953,321 |
100.0 |
% |
100.0 |
% |
31,824,747 |
19,953,321 |
100.0 |
% |
100.0 |
% |
31,243,250 |
19,953,321 |
100.0 |
% |
100.0 |
% |
||||||||||||||||||||
____________
* Less than 1%
(1) Each Holdco Class A Ordinary Share will entitle the holder thereof to one (1) vote per share on all matters on which the Holdco Class A Ordinary Shares are entitled to vote, and each Holdco Class B Ordinary Share will entitle the holder thereof to three (3) votes per share on all matters on which the Holdco Class B Ordinary Shares are entitled to vote.
(2) Amount comprises the unredeemed Public Shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of (i) 0 shares under the No Additional Redemptions Scenario, (ii) 581,496 shares under the 25% Redemptions Scenario, (iii) 1,162,993 shares under the 50% Redemptions Scenario, (iv) 1,744,490 shares under the 75% Redemptions Scenario, and (v) 2,325,987 shares under the 100% Redemptions Scenario.
(3) Amount includes 1,163,484 Founder Shares held by Sponsor and 49,783 Holdco Ordinary Shares issuable in respect of Mr. You’s $500,000 SAFE investment in Horizon.
Dilutive Instruments
The following table shows possible sources of dilution and the extent of such dilution that non-redeeming Public Shareholders could experience in connection with the closing of the Business Combination. In an effort to illustrate the extent of such dilution, the table below assumes the exercise of all Holdco Warrants for a cash exercise price of $11.50, the exercise of all Holdco Options for cash, which will each be exercisable for one Holdco Class A Ordinary Share at an average exercise price of approximately $2.46 per share (based on the Estimated Exchange Ratio). The table excludes Holdco Ordinary Shares that will initially be available for issuance under the 2026 Plan and ESPP, as such shares will not be outstanding on the Closing Date. Additionally, assumes that all Working Capital Loans and Overfunding Loans are repaid in cash at the Closing.
8
Table of Contents
|
No Additional Redemptions Scenario |
25% Redemptions Scenario |
50% Redemptions Scenario |
75% Redemptions Scenario |
100% Redemptions Scenario |
||||||||||||||||||||||||||||||||||||||||||||||
|
Pro Forma |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
||||||||||||||||||||||||||||||
|
Public |
2,325,987 |
— |
3.5 |
% |
2.2 |
% |
1,744,491 |
— |
2.7 |
% |
1.7 |
% |
1,162,994 |
— |
1.8 |
% |
1.1 |
% |
581,497 |
— |
0.9 |
% |
0.6 |
% |
— |
— |
0.0 |
% |
0.0 |
% |
||||||||||||||||||||
|
Harry You and Sponsor(3) |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
||||||||||||||||||||
|
Other Holders of Founder Shares |
416,266 |
— |
0.6 |
% |
0.4 |
% |
416,266 |
— |
0.6 |
% |
0.4 |
% |
416,266 |
— |
0.6 |
% |
0.4 |
% |
416,266 |
— |
0.7 |
% |
0.4 |
% |
416,266 |
— |
0.7 |
% |
0.4 |
% |
||||||||||||||||||||
|
Horizon shareholders (excluding Horizon Founder and Harry You) |
20,211,037 |
— |
30.8 |
% |
19.2 |
% |
20,211,037 |
— |
31.1 |
% |
19.3 |
% |
20,211,037 |
— |
31.4 |
% |
19.4 |
% |
20,211,037 |
— |
31.7 |
% |
19.5 |
% |
20,211,037 |
— |
32.0 |
% |
19.6 |
% |
||||||||||||||||||||
|
Horizon Founder |
— |
19,953,321 |
30.4 |
% |
56.8 |
% |
— |
19,953,321 |
30.7 |
% |
57.1 |
% |
— |
19,953,321 |
31.0 |
% |
57.4 |
% |
— |
19,953,321 |
31.3 |
% |
57.7 |
% |
— |
19,953,321 |
31.6 |
% |
58.0 |
% |
||||||||||||||||||||
|
PIPE Investors |
9,402,680 |
— |
14.3 |
% |
8.9 |
% |
9,402,680 |
— |
14.5 |
% |
9.0 |
% |
9,402,680 |
— |
14.6 |
% |
9.0 |
% |
9,402,680 |
— |
14.7 |
% |
9.1 |
% |
9,402,680 |
— |
14.9 |
% |
9.1 |
% |
||||||||||||||||||||
|
Public Warrants(4) |
3,159,500 |
— |
4.8 |
% |
3.0 |
% |
3,159,500 |
— |
4.9 |
% |
3.0 |
% |
3,159,500 |
— |
4.9 |
% |
3.0 |
% |
3,159,500 |
— |
5.0 |
% |
3.0 |
% |
3,159,500 |
— |
5.0 |
% |
3.1 |
% |
||||||||||||||||||||
|
Private Warrants(5) |
2,884,660 |
— |
4.4 |
% |
2.7 |
% |
2,884,660 |
— |
4.4 |
% |
2.8 |
% |
2,884,660 |
— |
4.5 |
% |
2.8 |
% |
2,884,660 |
— |
4.5 |
% |
2.8 |
% |
2,884,660 |
— |
4.6 |
% |
2.8 |
% |
||||||||||||||||||||
|
Horizon Options(6) |
5,983,204 |
— |
9.3 |
% |
5.6 |
% |
5,983,204 |
— |
9.2 |
% |
5.5 |
% |
5,983,204 |
— |
9.3 |
% |
5.7 |
% |
5,983,204 |
— |
9.3 |
% |
5.7 |
% |
5,983,204 |
— |
9.3 |
% |
5.8 |
% |
||||||||||||||||||||
|
Total |
45,596,601 |
19,953,321 |
100.0 |
% |
100.0 |
% |
45,015,105 |
19,953,321 |
100.0 |
% |
100.0 |
% |
44,433,608 |
19,953,321 |
100.0 |
% |
100.0 |
% |
43,852,111 |
19,953,321 |
100.0 |
% |
100.0 |
% |
43,270,614 |
19,953,321 |
100.0 |
% |
100.0 |
% |
||||||||||||||||||||
____________
* Less than 1%
(1) Each Holdco Class A Ordinary Share will entitle the holder thereof to one (1) vote per share on all matters on which the Holdco Class A Ordinary Shares are entitled to vote, and each Holdco Class B Ordinary Share will entitle the holder thereof to three (3) votes per share on all matters on which the Holdco Class B Ordinary Shares are entitled to vote.
(2) Amount comprises the unredeemed Public Shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of (i) 0 shares under the No Additional Redemptions Scenario, (ii) 581,496 shares under the 25% Redemptions Scenario, (iii) 1,162,993 shares under the 50% Redemptions Scenario, (iv) 1,744,490 shares under the 75% Redemptions Scenario, and (v) 2,325,987 shares under the 100% Redemptions Scenario.
(3) Amount includes 1,163,484 Founder Shares held by Sponsor and 49,783 Holdco Ordinary Shares issuable in respect of Mr. You’s $500,000 SAFE investment in Horizon.
(4) Reflects Holdco Class A Ordinary Shares issuable upon the exercise of the DMY Public Warrants sold as part of the DMY Units in the DMY IPO, assuming all such DMY Public Warrants are exercised for cash immediately upon the Closing.
(5) Reflects Holdco Class A Ordinary Shares issuable upon the exercise of the DMY Private Warrants sold as in a private placement consummated simultaneous with the DMY IPO, assuming all such DMY Private Warrants are exercised for cash immediately upon the Closing. Upon the closing of the Business Combination, DMY’s Overfunding Loans will be repaid or converted into DMY Class A Shares at a conversion price of $10.00 per share (or a combination of both), at the Sponsor’s discretion, which could result in additional dilution to the Public Stockholders. Additionally, up to $1,500,000 of outstanding Working Capital Loans may be converted into up to 1,500,000 DMY Private Warrants at a price of $1.00 per warrant upon Closing, which could result in additional dilution to the Public Stockholders. However, at this point of time, Sponsor does not intend to convert either the Overfunding Loans or the Working Capital Loans, and therefore, no related dilution is reflected herein.
(6) Reflects Holdco Class A Ordinary Shares issuable upon the exercise of outstanding Horizon Options, which will be assumed in the Amalgamation and become Holdco Options, assuming all such Horizon Options are exercised for cash immediately upon the Closing. Since the signing of the Business Combination Agreement, Horizon has issued a further 579,764 Horizon Options to new employees.
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Share ownership presented in the two tables above is only presented for illustrative purposes and does not necessarily reflect what Holdco’s share ownership will be after the Closing. DMY and Horizon cannot predict how many of the Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above, and therefore the ownership percentages of Public Shareholders may also differ if the actual redemptions are different from these assumptions. The Public Shareholders that do not elect to redeem their Public Shares will experience immediate dilution as a result of the Business Combination. The Public Shareholders currently own approximately 59.6% of the issued and outstanding shares of DMY Common Stock. As noted in the above table, even if no Public Shareholders redeem their Public Shares in the Business Combination, the Public Shareholders’ ownership will decrease from approximately 59.6% of the DMY Common Stock prior to the Business Combination to owning approximately 4.3% and 3.5% of the total outstanding Holdco Ordinary Shares at the Closing (basic and diluted, respectively), and 2.5% and 2.2% of the voting power of the outstanding Holdco Ordinary Shares (basic and diluted, respectively). As redemptions increase, the overall percentage ownership and voting percentage held by Sponsor, other Holders of Founder Shares, and Horizon Shareholders and will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. If the amount of PIPE Investment or Additional Financing is greater than the assumptions above, such financing would further increase dilution to Public Shareholders. For more information about the consideration to be received in the Business Combination, these scenarios, and the underlying assumptions, see “Unaudited Pro Forma Combined Financial Information.” See also “Risk Factors — The Public Shareholders will experience immediate dilution as a consequence of the issuance of Holdco Ordinary Shares as consideration in the Business Combination, potential issuances in connection with financing, and due to future issuances of equity awards to Horizon employees, directors, or consultants. Having a minority share position may reduce the influence that our current shareholders have on the management of Holdco.”
Q: Who is the Sponsor?
A. dMY Squared Sponsor, LLC, the Sponsor, is a Delaware limited liability company. The Sponsor was formed prior to the DMY IPO for the purpose of acting as the sponsor of DMY. It is responsible for organizing, directing, and managing the business and affairs of DMY from its incorporation, through the consummation of the DMY IPO, the negotiation of the Business Combination Agreement, until the consummation of the Business Combination. The Sponsor’s activities included identifying and negotiating terms with the underwriter of DMY’s IPO, other third-party service providers such as DMY’s auditors and legal counsel, and DMY’s directors and officers, and searching for and negotiating with potential business combination targets. Other than its investment in DMY and its work on behalf of DMY, the Sponsor is not engaged in any business. Until the execution of the letter of intent by DMY and Horizon on February 13, 2025, there was no agreement, arrangement, or understanding between DMY and DMY’s management or Sponsor with respect to determining whether to explore a business combination with any target business.
The Sponsor made an initial investment of $25,000 to cover certain pre-IPO expenses, in exchange for the issuance of Founder Shares, or approximately $0.02 per share. Simultaneously with the completion of the DMY IPO, the Sponsor purchased an aggregate of 2,884,660 DMY Private Warrants for $1.00 per warrant, or an aggregate of $2,884,660. In connection with the DMY IPO, the Sponsor extended Overfunding Loans to DMY in an aggregate amount of $947,850, equal to $0.15 per DMY Unit sold in the DMY IPO. Additionally, in connection with the First Extension of the Combination Period, Mr. You entered into the Extension Note and has made an aggregate of $1,191,667 of Contributions pursuant to the Extension Note. On September 15, 2025, the Sponsor distributed 416,266 Founder Shares to one of its members, pro rata, for no consideration. Such shares were then converted on a one-for-one basis into DMY Class A Shares and donated to charity. Such distribution and donation were permitted transfers pursuant to the terms of the Letter Agreement and the Sponsor Support Agreement.
The Sponsor owns 29.8% of our issued and outstanding DMY Common Stock as of the date of this proxy statement/prospectus. Harry L. You is the manager of the Sponsor. There is no other person who has a direct or indirect material interest in the Sponsor. The Sponsor is exclusively “controlled” for CFIUS purposes by Mr. You, who is a U.S. citizen, and thus we do not believe that the Sponsor is a “foreign person” as defined in the CFIUS regulations.
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Mr. You has sponsored eight special purpose acquisition companies, which are summarized in the following table:
|
SPAC Name |
IPO Date and |
Business Combination |
Current |
Role of Sponsor |
||||
|
GTY Technology Holdings Inc. (“GTY”) |
October 2016 $552 million On October 30, 2018, GTY held a special meeting of shareholders to extend the date by which it must complete a business combination from November 1, 2018 to May 1, 2019. In connection with the extension, approximately 34,011,538 public shares were redeemed, or approximately 65% redemptions. |
February 2019 Several businesses in the software as a service and cloud software industry: Bonfire Interactive Ltd., CityBase, Inc., eCivis Inc., Open Counter Enterprises Inc., Questica Inc. and Questica USCDN Inc., and Sherpa Government Solutions LLC. In connection with the vote to approve such business combination, 11,073,040 public shares were redeemed, which, together with the shares redeemed in connection with the extension, totals approximately 86% redemptions. |
N/A. Acquired by GI Partners, a private equity firm, in July 2022. |
Sponsor and promoter of GTY prior to its business combination; Chief Financial Officer from September 2016 to August 2019 and President in May 2019 and from September 2016 to February 2019; Vice Chairman of the board of GTY from February 2019 to July 2022. |
||||
|
dMY Technology Group, Inc. (“dMY I”) |
February 2020 $230 million There was no vote held to extend the date by which dMY I must consummate a business combination because it consummated its initial business combination within 24 months from the closing of its initial public offering. |
December 2020 Rush Street Interactive, Inc., an online casino and sports wagering company. In connection with the vote to approve such business combination, 485 public shares were redeemed, or less than 0.01% of the outstanding public shares. |
$16.75 |
Sponsor and promoter of dMY I prior to its business combination; director of dMY I from September 2019 to December 2020 and director of Rush Street Interactive from December 2020 to June 2022. |
||||
|
dMY Technology Group, Inc. II (“dMY II”) |
August 2020 $276 million There was no vote held to extend the date by which dMY II must consummate a business combination because it consummated its initial business combination within 24 months from the closing of its initial public offering. |
April 2021 Genius Sports Group, a sports data company. In connection with the vote to approve such business combination, 1,296 public shares were redeemed, or less than 0.01% of the outstanding public shares. |
$9.30 |
Sponsor and promoter of dMY II prior to its business combination; director of dMY II from June 2020 to April 2021 and director of Genius Sports from April 2021 to December 2022. |
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|
SPAC Name |
IPO Date and |
Business Combination |
Current |
Role of Sponsor |
||||
|
dMY Technology Group, Inc. III (“dMY III”) |
November 2020 $300 million There was no vote held to extend the date by which dMY III must consummate a business combination because it consummated its initial business combination within 24 months from the closing of its initial public offering |
October 2021 IonQ, Inc., a quantum computing business. In connection with the vote to approve such business combination, 954,523 public shares were redeemed, or approximately 3.2% of the outstanding public shares. |
$45.80 |
Sponsor and promoter of dMY III prior to its business combination; director of dMY III from November 2020 to October 2021 and director of IonQ from October 2021 to February 2025. |
||||
|
dMY Technology Group, Inc. IV (“dMY IV”) |
March 2021 $340 million There was no vote held to extend the date by which dMY IV must consummate a business combination because it consummated its initial business combination within 24 months from the closing of its initial public offering. |
December 2021 Planet Labs PBC, an Earth observation and analysis company. In connection with the vote to approve such business combination, 702,522 public shares were redeemed, or approximately 2.0% of the outstanding public shares |
$27.88 |
Sponsor and promoter of dMY IV prior to its business combination; director of dMY IV from December 2020 to December 2021 and director of Planet Labs from December 2021 to April 2023. |
||||
|
dMY Technology Group, Inc. VI (“dMY VI”) |
October 2021 $241.5 million There was no vote held to extend the date by which dMY VI must consummate a business combination |
Liquidated without completing a business combination. |
N/A |
Sponsor and promoter; co-chairman of the board from April 2021 to April 2023. |
||||
|
Coliseum Acquisition Corp. (“Coliseum”) |
June 2021 $150,000,000 In June 2023, November 2023, September 2024 and December 2024, Coliseum held shareholder meetings to extend the date by which it must complete a business combination, and in connection therewith, 9,121,799 public shares, 3,001,840 public shares, 1,089,249 public shares, and 856,188 public shares were redeemed. |
December 2024 Rain Enhancement Technologies, Inc., a business formed to develop, improve and commercialize ionization rainfall generation technology. In connection with the vote to approve such business combination, 505,207 public shares were redeemed. Together with the public shares submitted for redemption in connection with the extensions, approximately 97.16% of the public shares issued in Coliseum’s initial public offering were redeemed. |
$2.89 |
Mr. You acquired (directly and indirectly) 70% of the founder shares and private placement warrants of Coliseum from its previous sponsor in June 2023, and became Chairman of the Board of Directors of Coliseum. Executive Chairman and director of Rain Enhancement Technologies Holdco, Inc. from December 2024 to present. |
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|
SPAC Name |
IPO Date and |
Business Combination |
Current |
Role of Sponsor |
||||
|
Berto Acquisition Corp. (“Berto”) |
May 2025 $300,150,000 No votes have been held to extend the date by which Berto must consummate a business combination, |
Searching for a target business. |
$10.21 |
Sponsor and promoter of Berto; Executive Chairman from inception to present; Interim Chief Financial Officer from inception to June 2025. |
____________
(1) Reflects the closing price on NYSE or Nasdaq, as applicable, of the listed class of common stock on January 28, 2026.
Past performance by our management team, including with respect to GTY, dMY I, dMY II, dMY III, dMY IV, dMY VI, Coliseum and Berto, is not a guarantee of success with respect to the Business Combination with Horizon. You should not rely on the historical record of the performance of our management team or businesses associated with them, including GTY, dMY I, dMY II, dMY III, dMY IV, dMY VI, Coliseum and Berto as indicative of our future performance of an investment in DMY or Horizon or the returns we will, or are likely to, generate going forward.
For information about conflicts of interest with respect to the Sponsor, see “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination”. For information about the compensation of the Sponsor and our officers and directors, see “Information About DMY — Executive and Director Compensation”. For information about the securities owned by the Sponsor, including transfer restrictions and required surrender and forfeitures, see “Beneficial Ownership of Securities” and “Certain Relationships and Related Persons Transactions”.
Q: Did the DMY Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A: No, the DMY Board did not obtain a third-party valuation or fairness opinion with respect to the Aggregate Amalgamation Consideration to be paid by DMY in the Amalgamation pursuant to the Business Combination Agreement.
The officers and directors of DMY have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, including the quantum computing industry, and the DMY Board concluded that this experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination and its terms. The factors and information considered by the DMY Board, as further described under the heading “Proposal No. 1 — The Business Combination Proposal — DMY Board’s Reasons for Approval of the Business Combination” below, included advice and sector experience provided by DMY’s financial advisor, Needham & Company, LLC (“Needham”), together with reference materials provided by Needham described under the heading “Proposal No. 1 — The Business Combination Proposal — Financial Advisor Reference Materials”. The lack of a third-party valuation or fairness opinion may lead an increased number of shareholders to vote against the proposed Business Combination or seek to redeem their Public Shares for cash, which could potentially impact DMY’s ability to consummate the Business Combination or adversely affect Holdco’s liquidity following the consummation of the Business Combination. The risks related to the DMY Board not obtaining a third-party valuation or fairness opinion or any similar report or appraisal in connection with the determination to approve the Business Combination are further described under the heading “Risks Related to the Business Combination” below, under the subheading “Neither the DMY Board nor any committee thereof obtained a third-party valuation or fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, you have no assurance from an independent source that the price DMY is paying for Horizon is fair to DMY — and, by extension, its securityholders — from a financial point of view.”
Q: Has the announcement of the Business Combination affected the trading price of the DMY Class A Shares, DMY Units and DMY Warrants?
A: On September 8, 2025, the last trading day before announcement of the execution of the Business Combination Agreement, the closing price of the DMY Class A Shares on NYSE American was $12.03, the closing price of the DMY Units on NYSE American was $14.04, and the closing price of the DMY Warrants on NYSE
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American was $0.94. As of January 28, 2026, the closing price of the DMY Class A Shares on OTCQB was $12.45, the closing price of the DMY Units on OTCID was $11.10, and the closing price of the DMY Warrants on OTCQB was $2.53.
Q: Are there material differences between my rights as a DMY Shareholder and my rights as a Holdco Shareholder?
A: Yes, there are certain material differences between your rights as a DMY Shareholder and your rights as a Holdco Shareholder. Please read the sections entitled “Description of Holdco Securities” and “Comparison of Corporate Governance and Shareholder Rights.”
Q: Do I have redemption rights?
A: If you are a holder of Public Shares, you have the right to demand that DMY redeem such shares for a pro rata portion of the cash held in DMY’s Trust Account (including interest earned on the Trust Account not previously released to DMY to pay its taxes, net of taxes payable). These rights to demand redemption of the Public Shares are sometimes referred to herein as “redemption rights.” In connection with DMY’s IPO, the Sponsor and DMY’s officers and directors entered into the Insider Letter with DMY, pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of an initial business combination. Such redemption rights waiver was provided at the time of the DMY IPO without any separate consideration paid. Additionally, pursuant to the DMY Support Agreement, the Sponsor and each other Holder Founder Shares agreed not to redeem any DMY Common Stock held by them in connection with the Business Combination. Such redemption rights waiver was provided without any separate consideration paid in connection with providing such waiver.
The closing price of the DMY Class A Shares on February 6, 2026, the Record Date, was $11.82. The cash held in the Trust Account on the Record Date was approximately $27.4 million ($11.78 per Public Share). Prior to exercising redemption rights, DMY Shareholders should verify the market price of the DMY Class A Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. DMY cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in the DMY Class A Shares when Public Shareholders wish to sell their shares.
Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate or any other person with whom he, she or it is acting in concert or as a partnership, syndicate or other group, will be restricted from seeking redemption with respect to more than 15% of the issued and outstanding Public Shares. Accordingly, all Public Shares in excess of 15% held by a shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will not be redeemed.
Q: Will my ability to exercise redemption rights be impacted by how I vote on the Business Combination Proposal?
A: No. You may exercise your redemption rights irrespective of whether you vote your Public Shares for or against the Business Combination Proposal, the Advisory Organizational Documents Proposals, the Adjournment Proposal, or any other proposal described by this proxy statement/prospectus and regardless of whether you hold Public Shares on the Record Date. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.
Q: How do I exercise my redemption rights?
A: If you are a holder of Public Shares and wish to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern Time, on March 13, 2026 (two business days prior to the scheduled vote at the Special Meeting), (A) submit a written request to Continental that DMY redeem all or a portion of your Public Shares for cash, which request must include the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, and (B) tender or deliver your Public Shares (and share certificates (if any) and other redemption forms) to Continental physically or electronically using the DTC’s DWAC System. Any holder of Public Shares (other than
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the Sponsor and the other Holders of Founder Shares) will be entitled to demand that such holder’s Public Shares be redeemed for a full pro rata portion of the amount then in the Trust Account (including interest earned on the Trust Account not previously released to DMY to pay its taxes, net of taxes payable) (which, for illustrative purposes, was approximately $27.4 million, or $11.78 per Public Share, as of February 6, 2026, the Record Date).
Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with DMY’s consent, until the Closing. If you tender or deliver your Public Shares (and share certificates (if any) and other redemption forms) for redemption to Continental and later decide to withdraw such request prior to the deadline for submitting redemption requests, you may request that Continental return the shares (physically or electronically). You may make such request by contacting Continental at the address listed at the end of this section.
Any written demand of redemption rights must be received by Continental prior to the redemption deadline. No demand for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental prior to the deadline for submitting redemption requests.
If the redemption demand is properly made as described above, then, if the Business Combination is consummated, DMY will redeem these Public Shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and will not be entitled to Holdco Class A Ordinary Shares upon consummation of the Business Combination.
Q: I am a holder of DMY Units. Can I exercise redemption rights with respect to my DMY Units?
A: No. Holders of issued and outstanding DMY Units must elect to separate the DMY Units into the underlying Public Shares and DMY Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your DMY Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the DMY Units into the underlying Public Shares and DMY Public Warrants, or if you hold DMY Units registered in your own name, you must contact the Transfer Agent, directly and instruct them to do so. You are requested to cause your Public Shares to be separated and tendered or delivered to the Transfer Agent, along with the redemption forms by 5:00 p.m., Eastern Time, on March 13, 2026 (two business days before the scheduled date of the Special Meeting) in order to exercise your redemption rights with respect to your Public Shares.
Q: I am a holder of DMY Public Warrants. Can I exercise redemption rights with respect to my DMY Public Warrants?
A: No. Holders of DMY Public Warrants do not have redemption rights with respect to their DMY Public Warrants.
Holders of Public Shares who also hold DMY Public Warrants may elect to redeem their Public Shares, and still retain their DMY Public Warrants. The aggregate value of the 3,159,500 DMY Public Warrants based on the closing price for the DMY Public Warrants on OTCQB of $2.53 on January 28, 2026, was approximately $8.0 million. Public Shareholders who redeem their Public Shares may continue to hold any DMY Public Warrants that they owned prior to redemption, which will result in additional dilution to non-redeeming holders upon exercise of such DMY Public Warrants, if despite such redemptions, the Business Combination is consummated. For illustrative purposes, assuming the redemption of 1,162,994 Public Shares at $11.74 per share (calculated as of December 31, 2025), or approximately 50% of the outstanding Public Shares, and assuming each redeeming shareholder holds one-half of one DMY Public Warrant for each Public Share redeemed, representing the number of DMY Public Warrants initially included in the DMY Units, up to 581,497 DMY Public Warrants would be retained by redeeming shareholders (assuming the Business Combination occurred despite such redemptions, thereby permitting the exercise of DMY Public Warrants following the Closing) with an aggregate market value of approximately $1.5 million, based on the market price of $2.53 per DMY Public Warrant as of January 28, 2026. The actual market price of the DMY Public Warrants may be higher or lower on the date that DMY Public Warrant holders seek to sell such DMY Public Warrants. Additionally, DMY cannot assure the holders of DMY Public Warrants that they will be able to sell their DMY Public Warrants in the open market as there may not be sufficient liquidity in such securities when Warrant holders wish to sell their DMY Public Warrants. Accordingly, DMY cannot predict the ultimate value of the DMY Public Warrants following consummation of the Business Combination.
As indicated elsewhere in this proxy statement/prospectus, following the Closing, the outstanding Holdco Warrants will represent potential additional dilution to Holdco Shareholders. Accordingly, while the level of redemptions of Public Shares will not directly change the value of the Holdco Warrants because the Holdco
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Warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, the holder of Holdco Warrants following the Closing who exercises such Holdco Warrants will ultimately own a greater interest in Holdco because there would be fewer shares outstanding overall. The Holdco Warrants will become exercisable beginning 30 days after the Closing. For a discussion of the risks relating to warrant dilution, see “Risk Factors — Holdco Warrants will become exercisable for Holdco Class A Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to shareholders. Such dilution will increase if more Public Shares are redeemed.”
Q: How do the Holdco Public Warrants differ from the Holdco Private Warrants and what are the related risks for any Holdco Public Warrant holders after the Business Combination?
A: The Holdco Public Warrants are identical to the Holdco Private Warrants in their respective material terms and provisions, except that the Holdco Placement Warrants will not be redeemable by Holdco so long as they are held by the Sponsor or any of its permitted transferees. If the Holdco Private Warrants are held by holders other than the Sponsor or any of its permitted transferees, they will be redeemable by Holdco and exercisable by the holders on the same basis as the Holdco Public Warrants. The Sponsor has agreed not to transfer, assign or sell any of the Holdco Private Warrants until 30 days after the consummation of the Business Combination. The aforementioned terms of the Holdco Private Warrants are detailed in the Warrant Agreement and are not expected to be modified as a result of the Business Combination.
Following the consummation of the Business Combination, Holdco has the ability to redeem the outstanding Holdco Public Warrants for cash at any time after they become exercisable and prior to their expiration, in whole and not in part, at a price of $0.01 per Holdco Public Warrant, upon a minimum of 30 days’ prior written notice of redemption to each warrant holder, if, among other things, the closing price of Holdco Class A Ordinary Shares is equal to or exceeds $18.00 per share (as adjusted for sub share sub divisions, share capitalizations, reorganizations, recapitalization and the like) for any 20 trading days within a 30-trading day period ending three business days prior to the date on which Holdco sends the notice of redemption to warrant holders. The value received upon redemption of the Holdco Public Warrants (i) may be less than the value the holders would have received if they have exercised their Holdco Public Warrants at a later time when the underlying share price is higher and (ii) may not compensate the holders for the value of the Holdco Public Warrants.
In addition, Holdco will have the ability to redeem the outstanding Holdco Public Warrants at any time after they become exercisable and prior to their expiration, in whole and not in part, at a price of $0.10 per warrant, upon a minimum of 30 days’ prior written notice of redemption to each warrant holder, if, among other things, the last reported sale price of the Holdco Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days prior to the date on which Holdco sends the notice of redemption to the warrant holders. In such a case, the holders will be able to exercise their Holdco Public Warrants on a cashless basis prior to redemption for a number of Holdco Class A Ordinary Shares determined based on the redemption date and the fair market value of the Holdco Class A Ordinary Shares. Such redemption may occur at a time when the Holdco Public Warrants are “out-of-the-money”, in which case warrant holders would lose any potential embedded value from a subsequent increase in the value of Holdco Class A Ordinary Shares had the Holdco Public Warrants remained outstanding. For more information, see “Description of Holdco’s Securities — Warrants — Public Warrants”.
In the event that Holdco determines to redeem the Holdco Public Warrants pursuant to the Warrant Agreement, Holdco will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by Holdco not less than thirty (30) days prior to the redemption date to the registered holders of the Holdco Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner herein provided will be conclusively presumed to have been duly given whether or not the registered holder received such notice.
Q: What are the U.S. federal income tax consequences of the SPAC Merger to U.S. investors of DMY Class A Shares and DMY Public Warrants?
A: As described more fully under the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences to U.S. Holders of the SPAC Merger,” the parties to the Business Combination Agreement intend that the SPAC Merger qualifies as part of a transaction described under Section 351(a) of the
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U.S. Internal Revenue Code of 1986, as amended (the “U.S. Tax Code”). However, this intended treatment is not free from doubt, and no assurance can be given that the U.S. Internal Revenue Service (the “IRS”) would not assert, or that a court would not sustain, a contrary position. Subject to the qualifications, assumptions and limitations set forth under the section entitled “Material U.S. Federal Income Tax Considerations,” including the discussion therein regarding the potential application of Section 367(a) of the U.S. Tax Code to the SPAC Merger, and in the U.S. federal income tax opinion filed as Exhibit 8.2, and based on customary tax representations obtained from DMY, Holdco and Horizon, it is the opinion of White & Case LLP, counsel to DMY, that the SPAC Merger should qualify as part of a Section 351 Transaction.
Section 367(a) of the U.S. Tax Code and the Treasury regulations promulgated thereunder, in certain circumstances, may impose additional requirements for certain U.S. Holders (as defined in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders”) to qualify for tax-deferred treatment with respect to the exchange of DMY Class A Shares for Holdco Class A Ordinary Shares in the SPAC Merger under Section 351(a) of the U.S. Tax Code.
If the SPAC Merger qualifies as part of a transaction described under Section 351(a) of the U.S. Tax Code, then, subject to the potential application of Section 367(a) of the U.S. Tax Code, a U.S. Holder that does not own any DMY Public Warrants generally would not recognize any gain or loss for U.S. federal income tax purposes as a result of the exchange of such U.S. Holder’s DMY Class A Shares for Holdco Class A Ordinary Shares.
The appropriate U.S. federal income tax treatment of the automatic conversion of DMY Public Warrants to Holdco Public Warrants upon the SPAC Merger is uncertain. It is possible that a U.S. Holder of DMY Public Warrants could be treated as exchanging such DMY Public Warrants for new warrants (i.e., Holdco Public Warrants). If so treated, a U.S. Holder could be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the Holdco Public Warrants held by such U.S. Holder immediately following the SPAC Merger and the adjusted tax basis of the DMY Public Warrants held by such U.S. Holder immediately prior to the Business Combination. Alternatively, it is also possible that a U.S. Holder of DMY Public Warrants could be treated as transferring its DMY Public Warrants and DMY Class A Shares to Holdco for Holdco Class A Ordinary Shares and Holdco Public Warrants in an exchange governed only by Section 351 of the U.S. Tax Code. If so treated, a U.S. Holder should be required to recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such U.S. Holder (generally, the excess of (x) the sum of the fair market values of the Holdco Public Warrants treated as received by such U.S. Holder and the Holdco Class A Ordinary Shares ordinary shares received by such U.S. Holder over (y) such U.S. Holder’s aggregate adjusted tax basis in the DMY Public Warrants and DMY Class A Shares treated as having been exchanged therefor) and (ii) the fair market value of the Holdco Public Warrants treated as having been received by such U.S. Holder in such exchange.
It is also possible that the SPAC Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the U.S. Tax Code (a “Section 368(a) Reorganization”). In that case, subject to the potential application of Section 367(a) of the U.S. Tax Code, U.S. Holders of DMY Class A Shares and DMY Public Warrants generally would not recognize gain or loss for U.S. federal income tax purposes as a result of the SPAC Merger. However, there are significant factual and legal uncertainties as to whether the SPAC Merger could qualify as a Section 368(a) Reorganization. If you are a U.S. Holder of DMY Class A Shares and/or DMY Public Warrants, you are urged to consult your tax advisor to determine the tax consequences of the Business Combination (including the SPAC Merger) to you.
For a more detailed discussion of the U.S. federal income tax considerations of the SPAC Merger for U.S. Holders of DMY Class A Shares and DMY Public Warrants, including the application of Section 367(a) of the U.S. Tax Code, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences to U.S. Holders of the SPAC Merger.”
The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “Material U.S. Federal Income Tax Considerations.”
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Q: What are the U.S. federal income tax consequences of exercising my redemption rights?
A: The U.S. federal income tax consequences of exercising your redemption rights with respect to your DMY Class A Shares depends on your particular circumstances. Please see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences to U.S. Holders of Exercising Redemption Rights” or “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders — Tax Consequences to Non-U.S. Holders of Exercising Redemption Rights” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
Q: Do I have appraisal rights if I object to the proposed Business Combination?
A: No. Neither Public Shareholders nor DMY warrant holders have appraisal rights in connection with the Business Combination. See the section entitled “Appraisal Rights” for more information.
Q: What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A: As of February 6, 2026, the Record Date, there was approximately $27.4 million in the Trust Account. Upon consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who properly exercise redemption rights, to fund Holdco’s or its subsidiaries’ working capital, growth and general corporate purposes and to pay fees and expenses incurred in connection with the Business Combination.
Q: What underwriting and placement agency fees are payable in connection with the Business Combination?
A: Pursuant to the Underwriting Agreement, dated September 29, 2022 (the “Underwriting Agreement”), by and between DMY and Needham, Needham received an underwriting discount of $0.14 per DMY Unit, or $884,660 in the aggregate, paid upon the closing of the DMY IPO (the “Upfront Discount”). In addition, Needham is entitled to a deferred underwriting discount of $0.35 per DMY Unit, or $2,211,650 in the aggregate (the “Deferred Discount”). The Deferred Discount will become payable from the amounts held in the Trust Account solely in the event that DMY completes a business combination, subject to the terms of the Underwriting Agreement.
The following table illustrates the effective underwriting discount on a percentage basis for Public Shares at each redemption level identified below:
|
No Additional |
25% |
50% |
75% |
100% |
|||||||||||||||
|
Unredeemed Public Shares(1) |
|
2,325,987 |
|
|
1,744,491 |
|
|
1,162,994 |
|
|
581,497 |
|
|
0 |
|||||
|
Trust Proceeds to Holdco(2) |
$ |
27,313,280 |
|
$ |
20,484,960 |
|
$ |
13,656,640 |
|
$ |
6,828,320 |
|
$ |
0 |
|||||
|
Upfront Discount |
$ |
884,660 |
|
$ |
884,660 |
|
$ |
884,660 |
|
$ |
884,660 |
|
$ |
884,660 |
|||||
|
Deferred Discount |
$ |
2,211,650 |
|
$ |
2,211,650 |
|
$ |
2,211,650 |
|
$ |
2,211,650 |
|
$ |
2,211,650 |
|||||
|
Total Discount |
$ |
3,096,310 |
|
$ |
3,096,310 |
|
$ |
3,096,310 |
|
$ |
3,096,310 |
|
$ |
3,096,310 |
|||||
|
Total % |
|
11.3 |
% |
|
15.1 |
% |
|
22.7 |
% |
|
45.3 |
% |
|
NM% |
|||||
____________
(1) Amount comprises the unredeemed Public Shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of (i) 0 shares under the No Additional Redemptions Scenario, (ii) 581,496 shares under the 25% Redemptions Scenario, (iii) 1,162,993 shares under the 50% Redemptions Scenario, (iv) 1,744,490 shares under the 75% Redemptions Scenario, and (v) 2,325,987 shares under the 100% Redemptions Scenario.
(2) Represents the product of (i) Unredeemed Public Shares and (ii) the assumed Redemption Price. Uses approximately $11.74 as the assumed Redemption Price for the Public Shares estimated using an assumed Closing Date of December 31, 2025.
Additionally, Needham was engaged by DMY on August 14, 2025 to act as financial advisor to DMY in connection with the Business Combination and as DMY’s placement agent in connection with the PIPE Investment. For such services, Needham will receive additional fees. Such fees are described in the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Engagements in Connection with the Business Combination.”
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Q: What happens if the Business Combination is not consummated?
A: If DMY does not complete the Business Combination for whatever reason, DMY would search for another target business with which to complete a Business Combination. If DMY does not complete the Business Combination with Horizon or another initial business combination by the end of the Combination Period, DMY will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to DMY to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of DMY’s remaining shareholders and the DMY Board, in accordance with applicable law, dissolve and liquidate, subject in each case to DMY’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to DMY Public Warrants or DMY Private Warrants if DMY fails to complete its initial business combination before the end of the Combination Period. The Sponsor and DMY’s officers and directors have no rights to liquidating distributions from the Trust Account with respect to any Founder Shares and any Public Shares held by them if DMY fails to complete an initial business combination within the Combination Period, although they will be entitled to liquidating distributions from assets outside the Trust Account.
Q: What interests do the Sponsor and DMY’s officers and directors have in the Business Combination?
A: The Sponsor and DMY’s officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of unaffiliated DMY Shareholders. Further, DMY’s officers and directors have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, which are set forth in more detail in the section titled “Information Related to DMY — Conflicts of Interest”. We believe there were no such opportunities that were not presented as a result of the existing fiduciary or contractual obligations of our officers and directors to other entities. The DMY Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and Business Combination Agreement and in recommending to our shareholders that they vote in favor of the proposals to be presented at the Special Meeting, including the Business Combination Proposal. DMY Shareholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. These interests include, among other things:
• the fact that the Sponsor holds 1,163,484 Founder Shares which were initially purchased for an aggregate of $25,000, and such shares will have a significantly higher value at the time of the Business Combination. At the Closing, the Sponsor will hold an aggregate of 1,163,484 Holdco Class A Ordinary Shares issued upon the conversion of such Founder Shares, which if unrestricted and freely tradeable, would be valued at approximately $14.5 million, based on the $12.45 closing price of the DMY Class A Shares on OTCQB on January 28, 2026. However, given that such Holdco Class A Ordinary Shares will be subject to a lock-up described elsewhere in this proxy statement/prospectus, DMY believes such shares have less value;
• the fact that, as a result of the low purchase price paid for the Founder Shares, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment even at a time when the Holdco Class A Ordinary Shares have lost significant value. Accordingly, the economic interests of the Sponsor diverge from the economic interests of Public Shareholders because the Sponsor will realize a gain on its investment from the completion of any business combination while Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share;
• the fact that the Sponsor holds 2,884,660 DMY Private Warrants, initially purchased for $1.00 per DMY Private Warrant, or $2,884,660 in the aggregate, in a private placement that occurred simultaneously with the closing of the DMY IPO; such warrants will automatically be assumed by Holdco at the effective time of the SPAC Merger and will become Holdco Private Warrants exercisable for 2,884,660 Holdco
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Class A Ordinary Shares at an initial exercise price of $11.50 per share. DMY estimates that, at the Closing, if unrestricted and freely tradeable, such Holdco Warrants would be valued at approximately $7.3 million, based on the $2.53 closing price of the DMY Public Warrants on OTCQB on January 28, 2026. However, given that such Holdco Warrants will be subject to a lock-up described elsewhere in this proxy statement/prospectus, DMY believes such warrants have less value;
• the fact that Sponsor and has waived its right to redeem any DMY Common Stock held by it in connection with the shareholder vote to approve the Business Combination;
• the fact that, if DMY were to liquidate rather than complete an initial business combination, the Sponsor will lose its entire investment in DMY, which totals approximately $7,349,177 as of the date of this proxy statement/prospectus, comprising the $25,000 purchase price for the Founder Shares, the $2,884,660 purchase price for the DMY Private Warrants purchased by Sponsor in a private placement concurrently with the DMY IPO, the $947,850 Overfunding Loan, an aggregate of $1,191,667 of Contributions in connection with the First Extension, up to $1.5 million of which may be converted into Holdco Private Warrants or repaid in cash at the Closing, and approximately $2,300,000 of other loans, advances, and out-of-pocket expenses. However, if DMY fails to consummate a business combination within the Combination Period and liquidates, such loans will not be converted into warrants and any loans, advances, and out-of-pocket expenses will only be repaid to the extent of any cash outside of the Trust Account. The potential loss of this investment may have incentivized Sponsor and its affiliates to pursue a business combination transaction on unfavorable terms in order to avoid a liquidation;
• the fact that, if the Trust Account is liquidated, including in the event DMY is unable to complete an initial business combination within the Combination Period, the Sponsor has agreed that it will be liable to DMY if and to the extent any claims by a third party for services rendered or products sold to DMY, or a prospective target business with which DMY has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable and up to $100,000 of interest to pay dissolution expenses; provided that such obligation will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (whether or not such waiver is enforceable), any claims by DMY’s independent registered public accounting firm, or any claims under the indemnity of the underwriters of the DMY IPO against certain liabilities, including liabilities under the Securities Act;
• the fact that Harry You, DMY’s Chairman, Chief Executive Officer, and Chief Financial Officer and an affiliate of the Sponsor, is expected to be a director of Holdco after the Closing. As such, in the future, Mr. You may receive fees for his service as a director, which may consist of cash or stock-based awards, and any other remuneration that the Holdco Board determines to pay to its non-employee directors;
• the fact that Harry You entered into a SAFE with Horizon on December 18, 2025, with a face amount of $500,000, which will convert into 49,783 Holdco Class A Ordinary Shares at the Closing, using an Estimated Exchange Ratio of 2.46. If the Business Combination is not completed, then Mr. You would retain an investment in Horizon as a private company;
• the fact that, pursuant to the Registration Rights Agreement, the Sponsor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the Holdco Ordinary Shares and Holdco Warrants held by it following the consummation of the Business Combination. DMY estimates that the Sponsor will hold an aggregate of 1,163,484 Holdco Class A Ordinary Shares, 2,884,660 Holdco Warrants, and 2,884,660 Holdco Class A Ordinary Shares underlying Holdco Warrants subject to registration rights;
• the fact that each of DMY’s directors, other than Harry You, will receive $100,000 in cash as compensation for director services upon the earlier of the Closing or DMY’s liquidation. Although such directors are entitled to receive such compensation even if DMY does not consummate an initial business combination
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before the end of the Combination Period and liquidates, such persons will not have any claim against the Trust Account for such payments. Accordingly, in the event that DMY liquidates, DMY may be unable to pay such director fees;
• the fact that Holdco and Horizon agreed to enter into the Sponsor Indemnification Agreement with Sponsor at the Closing, pursuant to which Holdco and Horizon will indemnify, exonerate and hold harmless Sponsor and the Sponsor Indemnified Persons from and against any and all Sponsor Indemnified Liabilities arising out of or relating to any pending or threatened action, cause of action, suit, litigation, investigation, proceeding, inquiry, arbitration or claim against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arise out of or relates to DMY’s operations or conduct of its business, the Business Combination, and/or any claim against the Sponsor and/or a Sponsor Indemnified Person alleging any expressed or implied management, control or endorsement of any activities of DMY, or any express or implied association with Holdco, Horizon, or DMY, or any of their respective affiliates. The Sponsor Indemnification Agreement will not however apply to claims arising primarily out of (a) any breach by such Sponsor Indemnified Person of any other agreement between such Sponsor Indemnified Person, on the one hand, and Horizon, Holdco or DMY or any of their respective subsidiaries, on the other hand, or (b) the willful misconduct, gross negligence or bad faith of such Sponsor Indemnified Person; and
• the continued indemnification of former and current directors and officers of DMY and the continuation of directors’ and officer’s liability insurance after the Business Combination.
In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Massachusetts law. We believe, however, that there were no such corporate opportunities presented to our directors and officers which were not presented to DMY, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About DMY — Conflicts of Interest.”
Q: What interests do the Horizon directors and officers have in the Business Combination?
A: Horizon’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of the DMY Shareholders generally. These interests include, among other things, the interests listed below:
• Management Following the Business Combination. As described in the section of this proxy statement/prospectus titled “Management of Holdco Following the Business Combination,” Chief Executive Officer and Chairman of Horizon’s Board, Dr. Joseph Fitzsimons, and Chief Financial Officer Gregory Gould are expected to hold these respective positions with Holdco upon the Closing.
• Compensation and Benefits. As described in the section of this proxy statement/prospectus titled “Horizon Executive and Director Compensation,” certain members of the Horizon Board and Horizon’s executive officers are entitled to or are expected to receive, compensation and benefits in connection with their service to Horizon and Holdco.
• Limitations of Liability, Indemnification and Insurance. The Horizon Constitution contains and the Holdco A&R Constitution will contain indemnification obligations pursuant to which Horizon’s directors and executive officers are indemnified against all costs, charges, losses, expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were agents of Horizon. Horizon believes that the Horizon Constitution and Holdco A&R Constitution provisions are necessary to attract and retain qualified persons as directors and officers. For a discussion of the indemnification and insurance provisions related to Horizon directors and officers under the Business Combination Agreement, please see the section of this proxy statement/prospectus titled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Directors’ and Officers’ Indemnification and Insurance.”
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• Ownership Interests. As of January 28, 2026, the Horizon Founder beneficially owned, in the aggregate, 8,108,696 Horizon Shares, or approximately 50.6% of the issued and outstanding Horizon Shares (or 45.8% of the fully-diluted Horizon Shares, assuming the conversion of outstanding SAFEs and the exercise of vested Horizon Options). The Horizon Founder will be issued 19,953,321 Holdco Class B Ordinary Shares upon the Closing, each with the right to three (3) votes per share. Upon the closing of the Business Combination, under the No Additional Redemptions Scenario, the Horizon Founder will control approximately 64.1% of the aggregate voting power of Holdco.
Q: What conditions must be satisfied to complete the Business Combination?
A: Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) Aggregate Closing Cash equaling or exceeding the sum of transaction expenses (estimated to be $17 million, including deferred underwriting fees payable to the underwriters of DMY’s IPO) plus requisite working capital of $45 million, for a total estimated requirement of $62 million; (ii) the Holdco Class A Ordinary Shares to be issued in connection with the Business Combination having been approved for listing on the Stock Exchange, subject to official notice of issuance; (iii) this registration statement having been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of this registration statement being in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement having been initiated or threatened in writing by the SEC; and (iv) the DMY Shareholder Approval and Horizon Shareholder Approval having been obtained. The Minimum Cash Condition described above is for the benefit of Horizon only and is subject to waiver by Horizon. Conditions (ii) through (iv) above are for the benefit of both DMY and Horizon and are subject to waiver by both of DMY and Horizon. For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”
As of the date of this proxy statement/prospectus, the Minimum Cash Condition is expected to be satisfied through the proceeds of the PIPE Investment. However, in the event that the Minimum Cash Condition is not satisfied, Horizon may, in its sole discretion, waive the Minimum Cash Condition. If Horizon waives the Minimum Cash Condition, DMY intends to file a Current Report on Form 8-K within four business days of such event, however such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the Special Meeting, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the Special Meeting.
Q: When do you expect the Business Combination to be completed?
A: It is currently expected that the Business Combination will be consummated in the first quarter of 2026. This date depends, among other things, on the approval of the proposals to be put to DMY Shareholders at the Special Meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by DMY’s shareholders at the Special Meeting and DMY elects to adjourn the Special Meeting to a later date or dates in accordance with such proposal. If the Adjournment Proposal is not approved, and a quorum is present, the DMY Board will not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes or take other steps to cause the conditions to the Business Combination to be satisfied, for example. In such event, the Business Combination would not be completed. For a description of the conditions for the completion of the Business Combination, see “Proposal No. 1 — The Business Combination Proposal.”
Q: Following the Business Combination, will DMY’s securities continue to trade on a stock exchange?
A: No. DMY anticipates that, following consummation of the Business Combination, the DMY Units will automatically separate into their component parts, the DMY Class A Shares will be exchanged for Holdco Class A Ordinary Shares, the DMY Warrants will automatically become Holdco Warrants, and DMY will deregister its securities under the Exchange Act. Holdco has applied for listing, to be effective at Closing, of the Holdco Class A Ordinary Shares and Holdco Warrants on Nasdaq under the symbols “HQ” and “HQW,” respectively, upon the Closing. It is a condition to Horizon’s and DMY’s obligations to consummate the Business Combination, and a condition to the PIPE Investors’ obligations to consummate the PIPE Investment, that the
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Holdco Class A Ordinary Shares are approved for listing on the Stock Exchange, subject only to official notice of issuance. DMY and Horizon believe that Holdco will satisfy the initial listing requirements of Nasdaq at the Closing, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination may not be consummated unless such condition is waived by Horizon and DMY, and the PIPE Investment may not be consummated unless such condition is waived by the PIPE Investors. The Stock Exchange listing condition may be waived by Horizon and DMY, with respect to the Business Combination, and by the PIPE Investors, with respect to the PIPE Investment, at any time prior to the Closing, including after the deadline for submitting redemption requests or the Special Meeting. If Horizon and DMY, on the one hand, and/or the PIPE Investors, on the other hand, waive such condition, DMY intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the Special Meeting.
It is important for you to consider that, at the time of the deadline for submitting redemption requests or the Special Meeting, Holdco may not have received from the Nasdaq either confirmation of the listing of the Holdco Class A Ordinary Shares and Holdco Warrants or confirmation that approval will be obtained prior to the consummation of the Business Combination, and you will not be notified prior to the deadline for submitting redemption requests or the Special Meeting if Holdco has not yet received such approval or confirmation. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without knowing whether the Holdco Class A Ordinary Shares and Holdco Warrants will be listed on Nasdaq or another securities exchange and, further, it is possible that such listing may never be achieved and the Business Combination could still be consummated if such condition is waived. Please see the subsection entitled “The Business Combination — Listing of Holdco Securities on Nasdaq” for additional information.
Q: What do I need to do now?
A: DMY urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a DMY Shareholder. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q: Who is entitled to vote at the Special Meeting?
A: DMY has fixed February 6, 2026 as the Record Date for the Special Meeting. If you were a shareholder of DMY at the close of business on the Record Date, you are entitled to vote on matters that come before the Special Meeting. However, a shareholder may only vote his, her or its shares if he, she or it is present in person or is represented by proxy at the Special Meeting.
Q: How many votes do I have?
A: DMY’s shareholders are entitled to one vote at the Special Meeting for each share of DMY Common Stock held of record as of the Record Date. As of the close of business on the Record Date for the Special Meeting, there were 3,905,737 shares of DMY Common Stock issued and outstanding, of which 2,325,987 were Public Shares.
Q: How do I vote?
A: The Special Meeting will be held at 10:00 a.m., Eastern Time, on March 17, 2026. The Special Meeting will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/dmysquaredtechnology/2026.
If you are a holder of record of DMY Common Stock on the Record Date, you may vote at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. Any shareholder wishing to attend the meeting should register for the Special Meeting by 5:00 p.m., Eastern Time, on March 13, 2026, by contacting Sodali & Co. using one of the contact methods set forth below under the question “Who can help answer my questions?”.
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Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A: No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
Q: What constitutes a quorum?
A: A quorum of DMY’s shareholders is necessary to hold a valid meeting. A quorum for the Special Meeting will consist of the holders present in person or by proxy of shares of outstanding DMY capital stock representing a majority of the voting power of all outstanding shares of DMY capital stock entitled to vote at the Special Meeting. The Founder Shares will count towards this quorum. There are 3,905,737 shares of DMY Common Stock outstanding as of the Record Date, and therefore, as of the Record Date for the Special Meeting, 1,952,870 shares of DMY Common Stock would be required to achieve a quorum.
Q: What vote is required to approve each proposal at the Special Meeting?
A: The following votes are required for each proposal at the Special Meeting:
• Business Combination Proposal: Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of DMY Common Stock at the Special Meeting.
• Advisory Organizational Documents Proposals: Approval of each Advisory Organizational Documents Proposal requires the affirmative vote of a majority of the shares of DMY Common Stock entitled to vote thereon. The shareholder votes regarding these proposals are advisory in nature, and are not binding on DMY, the DMY Board, Horizon, Holdco or the Holdco Board.
• Adjournment Proposal: Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of DMY Common Stock at the Special Meeting.
As of the date hereof, the Sponsor and other Holders of Founder Shares collectively own approximately 40.4% of the issued and outstanding DMY Common Stock. The Sponsor and other Holders of Founder Shares have agreed to vote all DMY Common Stock they own in favor of all of the proposals being presented at the Special Meeting. The existence of financial and personal interests of one or more of DMY’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of DMY and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor and DMY’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination”.
The Business Combination was not structured to require the approval of at least a majority of DMY’s unaffiliated shareholders because such a vote is not required under Massachusetts law.
Q: What happens if a substantial number of the Public Shareholders vote in favor of the proposals herein and exercise their redemption rights?
A: Public Shareholders are not required to vote in respect of the Business Combination Proposal in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.
In the event of significant redemptions, with fewer Public Shares and Public Shareholders, the trading market for Holdco Class A Ordinary Shares may be less liquid than the market for DMY Class A Shares was prior to the Business Combination, and Holdco may not be able to meet the listing standards for Nasdaq or another national securities exchange.
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The table below presents the Trust Account value per share to a Public Shareholder that elects not to redeem its shares across a range of varying redemptions scenarios. This Trust Account value per share includes the per share cost of the Deferred Discount.
|
As of |
|||
|
Trust Account Value |
$ |
27,313,280 |
|
|
Total Public Shares |
|
2,325,987 |
|
|
Total Account Value per Public Share |
$ |
11.74 |
|
|
No Additional |
25% |
50% |
75% |
100% |
||||||||||||||||
|
Redemptions |
$ |
— |
|
$ |
(6,828,320 |
) |
$ |
(13,656,640 |
) |
$ |
(20,484,960 |
) |
$ |
(27,313,280 |
) |
|||||
|
Redemptions, shares |
|
— |
|
|
(581,496 |
) |
|
(1,162,993 |
) |
|
(1,744,490 |
) |
|
(2,325,987 |
) |
|||||
|
Deferred Discount |
$ |
(2,211,650 |
) |
$ |
(2,211,650 |
) |
$ |
(2,211,650 |
) |
$ |
(2,211,650 |
) |
$ |
(2,211,650 |
) |
|||||
|
Cash left in Trust Account Post Redemptions Less Deferred Discount |
$ |
25,101,630 |
|
$ |
18,273,310 |
|
$ |
11,444,990 |
|
$ |
4,616,670 |
|
$ |
(2,211,650 |
) |
|||||
|
Public Shares post-redemptions |
|
2,325,987 |
|
|
1,744,491 |
|
|
1,162,994 |
|
|
581,497 |
|
|
0 |
|
|||||
|
Remaining Trust Proceeds Per Public Share |
$ |
10.79 |
|
$ |
10.47 |
|
$ |
9.84 |
|
$ |
7.94 |
|
$ |
N/A |
|
|||||
____________
(1) This scenario assumes that no Public Shares are redeemed. This scenario also assumes payment of the Deferred Discount of approximately $2.2 million using the funds in the Trust Account.
(2) This scenario assumes that 581,496 Public Shares, or approximately 25% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $6.8 million (based on the estimated per-share Redemption Price of approximately $11.74 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes payment of the Deferred Discount of approximately $2.2 million using the funds in the Trust Account.
(3) This scenario assumes that 1,162,993 Public Shares, or approximately 50% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $13.7 million (based on the estimated per-share Redemption Price of approximately $11.74 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes payment of the Deferred Discount of approximately $2.2 million using the funds in the Trust Account.
(3) This scenario assumes that 1,744,490 Public Shares, or 75% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $20.5 million (based on the estimated per-share Redemption Price of approximately $11.74 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes payment of the Deferred Discount of approximately $2.2 million using the funds in the Trust Account.
(4) This scenario assumes that 2,325,987 Public Shares, or 100% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $27.3 million (based on the estimated per-share Redemption Price of approximately $11.74 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes payment of the Deferred Discount of approximately $2.2 million using the funds in the Trust Account.
Q: Can I vote at the Special if I sell my DMY Class A Shares before the Special Meeting?
A: The Record Date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your DMY Class A Shares after the applicable Record Date, but before the Special Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting.
Q: May I change my vote after I have mailed my signed proxy card?
A: Yes. Shareholders may send a later-dated, signed proxy card to Sodali & Co. at the address set forth at the end of this section, so that it is received prior to the vote at the Special Meeting, or attend the Special Meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to DMY’s Chief Executive
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Officer, which must be received prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Q: What happens if I fail to take any action with respect to the Special Meeting?
A: If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder of Holdco and/or your DMY Warrants will be assumed by Holdco and will become Holdco Warrants. However, if you fail to take any action with respect to the Special Meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, provided you follow the instructions in this proxy statement/prospectus for redeeming your shares. If you fail to take any action with respect to the Special Meeting and the Business Combination Proposal is not approved, you will continue to be a shareholder of DMY.
Q: What should I do with my share certificates and/or warrant certificates?
A: Those shareholders who do not elect to have their DMY Class A Shares redeemed for their pro rata share of the funds in the Trust Account should not submit their share certificates now. After the consummation of the Business Combination, Holdco will send instructions to DMY Shareholders regarding the exchange of their DMY Class A Shares for Holdco Class A Ordinary Shares. DMY Shareholders who exercise their redemption rights must deliver their share certificates to the Transfer Agent (either physically or electronically) prior to the deadline for submitting redemption requests described above.
Upon consummation of the Business Combination, the DMY Warrants, by their terms, will be assumed by Holdco and thereby entitle holders to purchase Holdco Class A Ordinary Shares (and not DMY Class A Shares) on the same terms as your DMY Warrants. Therefore, Warrant holders need not deliver their DMY Warrants to DMY or Holdco at that time.
Q: What should I do if I receive more than one set of voting materials?
A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your DMY Common Stock.
Q: What is the recommendation of the DMY Board?
A: The DMY Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are fair, advisable, and in the best interests of DMY’s shareholders and recommends that DMY Shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of each of the Advisory Organizational Documents Proposals, and “FOR” the approval of the Adjournment Proposal, if presented.
The existence of financial and personal interests of one or more of DMY’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of DMY and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor and DMY’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See “Proposal No. 1 — The Business Combination Proposal — Interests of Sponsor and Directors and Officers in the Business Combination”.
Q: How do the Sponsor and DMY’s officers and directors intend to vote?
A: The Sponsor and DMY’s officers and directors have agreed to vote in favor of all the proposals being presented at the Special Meeting. No consideration has been or will be paid by DMY, Horizon or Holdco to the Sponsor or other Holders of Founder Shares in connection with such agreements. The Sponsor and other Holders of Founder Shares collectively own approximately 40.4% of the issued and outstanding DMY Common Stock.
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The existence of financial and personal interests of one or more of DMY’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of DMY and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor and DMY’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See “Proposal No. 1 — The Business Combination Proposal — Interests of Sponsor and Directors and Officers in the Business Combination”.
Q: Do the Sponsor and DMY’s officers and directors expect to purchase Public Shares or DMY Public Warrants from Public Shareholders or take other actions to incentivize non-redemption?
A: The Sponsor and DMY’s officers and directors do not have any plans at this time to purchase Public Shares or DMY Public Warrants from Public Shareholders or to take any other actions to incentivize non-redemption. However, at any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding DMY or its securities, the Sponsor and DMY’s officers and directors or their affiliates may purchase Public Shares or DMY Public Warrants in privately negotiated transactions or in the open market, although they are under no obligation to do so. There is no limit on the number of Public Shares or DMY Public Warrants that such persons may purchase in such transactions, subject to compliance with applicable law and Stock Exchange rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or DMY Public Warrants in such transactions. Such purchases of Public Shares may include a contractual acknowledgment that such shareholder, although still the record holder of DMY’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that the Sponsor and DMY’s officers and directors or their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such transaction could be to increase the likelihood of obtaining shareholder approval of the Business Combination, reduce the number of outstanding DMY Public Warrants, or satisfy the Minimum Cash Condition, where it appears that such requirement would otherwise not be met. DMY expects any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
In addition, if such purchases are made, the public “float” of DMY Class A Shares and DMY Public Warrants and the number of beneficial holders of DMY Class A Shares and DMY Public Warrants may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of DMY’s securities on the OTC Markets.
In the event the Sponsor and DMY’s officers and directors or their affiliates were to purchase Public Shares or DMY Public Warrants from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. To the extent that the Sponsor and DMY’s officers and directors or their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination. See “Business Combination — Potential Purchases of Public Shares or Public Warrants” for more information.
Q: Who will solicit and pay the costs of soliciting proxies for the Special Meeting?
A: DMY will pay the cost of soliciting proxies for the Special Meeting. DMY has engaged Sodali & Co. to assist in the solicitation of proxies for the Special Meeting. DMY has agreed to pay Sodali & Co. a fee of $12,500, plus disbursements. DMY will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of DMY Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of DMY Class A Shares and in obtaining voting instructions from those owners. DMY’s directors and officers may also solicit proxies by telephone, mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.
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Q: Who can help answer my questions?
A: If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:
dMY Squared Technology Group, Inc.
80 North Town Center Drive, Suite 100
Las Vegas, NV 89144
Tel: (702) 781-4313
or:
Sodali & Co.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: DMYY.info@investor.morrowsodali.com
You may also obtain additional information about DMY from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to tender or deliver your Public Shares (and share certificates (if any) and other redemption forms), either physically or electronically, to Continental at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Tel: (212) 509-4000
Attention: SPAC Redemptions Team
E-mail: spacredemptions@continentalstock.com
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that may be important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Business Combination and is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination.”
Parties to the Business Combination
dMY Squared Technology Group, Inc.
DMY is a blank check company incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. DMY was incorporated on February 15, 2022 as a Massachusetts corporation.
The DMY Class A Shares and DMY Public Warrants are traded on the OTCQB and the DMY Units are traded on the OTCID under the symbols “DMYY”, “DMYYU”, and “DMYYW”, respectively. DMY shareholders should know that there may be a very limited market in which DMY’s securities are traded, the trading price of DMY’s securities may be adversely affected, and the DMY Class A Shares may be deemed to be a “penny stock”. DMY 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. See “Risk Factors — Risks Related to DMY and the Business Combination — DMY’s securities were delisted from trading on the NYSE American exchange and trade on the OTC Markets, which could limit investors’ ability to make transactions in DMY’s securities and subject DMY to additional trading restrictions.”
The mailing address of DMY’s principal executive offices is 80 North Town Center Drive, Suite 100, Las Vegas, NV, 89144, and its phone number is (702) 781-4313.
Horizon Quantum Computing Pte Ltd.
Horizon is in the business of developing operating systems software and software development tools for quantum computing and related services. Horizon was formed as a Singapore private limited company in 2018.
The mailing address of Horizon’s principal executive offices is 29 Media Cir. #05-22, Singapore, 138565, and its phone number is +65 6591 8840.
Horizon Quantum Holdings Pte. Ltd.
Holdco is a Singapore private limited company formed for the purpose of effecting the Business Combination and has not carried on any activities other than those in connection with the Business Combination. Holdco’s sole shareholder is the Horizon Founder. The address and telephone number of Holdco’s principal executive offices are the same as those for Horizon.
Rose Acquisition Pte. Ltd.
Merger Sub 1 is a Singapore private limited company formed for the purpose of effecting the Business Combination and has not carried on any activities other than those in connection with the Business Combination. Merger Sub 1 is a wholly-owned subsidiary of Holdco. The address and telephone number of Merger Sub 1’s principal executive offices are the same as those for Horizon.
Horizon Merger Sub 2, Inc.
Merger Sub 2 is a Massachusetts corporation formed for the purpose of effecting the Business Combination and has not carried on any activities other than those in connection with the Business Combination. Merger Sub 2 is a wholly-owned subsidiary of Holdco. The address and telephone number of Merger Sub 2’s principal executive offices are the same as those for Horizon.
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Background and Material Terms of the Business Combination
DMY was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. Following the completion of DMY’s IPO, at the direction of the DMY Board, DMY’s management and directors commenced a search for potential business combination targets, leveraging the prior experience and network of DMY’s management and directors. DMY’s management team and the DMY Board considered and analyzed approximately 50 potential acquisition targets other than Horizon, each of which had enterprise values between $500 million and $2 billion. Of those, DMY considered six in greater detail, and entered into non-disclosure agreements with them, which contained customary terms regarding protections of confidentiality but did not impose conditions of exclusivity or other similarly restrictive provisions or standstills. Two such businesses were quantum computing businesses, one was a quantum software business, one was in the logistics industry, one was an entertainment company, and one was a rare earth company. DMY ultimately did not progress its discussions with the other potential target businesses for a variety of reasons, including that DMY did not think their growth trajectory was compelling enough, could not come to terms on valuation, or the target decided to remain private.
DMY was initially introduced to Horizon in December 2024 by Niccolo de Masi, then Co-CEO of DMY. Mr. de Masi had previously connected with the Horizon Founder years prior regarding another SPAC. In January 2025, DMY’s management team started considering Horizon as a potential target candidate due to its business prospects, including its ability to become an industry leader in quantum software, as well as the valuation and the likelihood of successfully consummating a transaction. On January 7, 2025, members of the DMY management team engaged in preliminary discussions with Dr. Fitzsimons of Horizon regarding a potential business combination. However, until the execution of the letter of intent on February 13, 2025, there was no agreement, arrangement, or understanding between Horizon and DMY, Sponsor, or any of DMY’s management team to enter into a business combination with DMY, and no agreement, arrangement, or understanding between DMY and DMY’s management or Sponsor with respect to determining whether to explore a potential business combination with Horizon or to proceed with the Business Combination. The terms of the Business Combination Agreement are the result of extensive negotiations between the representatives of DMY and Horizon, each in consultation with its advisors, which occurred between January 2025 and September 2025.
DMY and Horizon have pursued financing, including the PIPE Investment and Additional Financing, in order to provide additional capital to fund Horizon’s operations after the Business Combination is completed. Horizon entered into a $3 million SAFE prior to the execution of the Business Combination Agreement. As of the date of this proxy statement/prospectus, Horizon has entered into agreements for an additional $4,884,000 of SAFE financing. Furthermore, pursuant to the PIPE Subscription Agreements, the PIPE Investors have agreed to purchase an aggregate of $110,412,500 of PIPE Shares. The terms of the PIPE Subscription Agreements are the result of negotiations between DMY and Horizon, on the one hand, and the PIPE Investors, on the other hand, each in consultation with its advisors, which occurred between October 2025 and December 2025.
As contemplated by the Business Combination Agreement, the structure and timing of the Business Combination, the PIPE Investment, and Additional Financing are consistent with common practice in initial business combination transactions consummated by special purpose acquisition companies. The PIPE Investment and Additional Financing are expected to strengthen Holdco’s balance sheet to support its operations and the execution of its strategy, and will reduce Holdco’s need to seek additional financing following the Closing, benefiting all stakeholders. In addition, the timing for the consummation of the Business Combination provided for in the Business Combination Agreement, which was effectively as soon as reasonably practicable following the execution of the Business Combination Agreement, was determined and agreed by the parties in light of general business considerations weighing in favor of consummating the transaction promptly and the deadline for DMY to complete an initial business combination pursuant to the DMY Articles.
For more information, see “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination.”
The Business Combination Agreement
Pursuant to the Business Combination Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, the following will occur: (1) Holdco will be converted from a Singapore private company limited by shares to a Singapore public company limited by shares and, in connection therewith, will adopt the Holdco A&R Constitution. Upon such conversion, Holdco will be known as “Horizon Quantum Holdings Ltd.”; (2) the Amalgamation of Merger Sub 1 and Horizon, whereby Horizon will become a wholly-owned subsidiary of Holdco, in accordance with the Business Combination Agreement and the Singapore Companies Act; (3) the Merger of Merger Sub 2 with
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and into DMY, with DMY surviving the Merger as a wholly-owned subsidiary of Holdco, in accordance with the Business Combination Agreement and the Massachusetts Business Corporations Act; and (4) the other transactions contemplated by the Business Combination Agreement and documents related thereto, all as described in more detail elsewhere in this proxy statement/prospectus.
(A) Prior to the effective time of the Amalgamation, Holdco will adopt, in accordance with the Singapore Companies Act, the Holdco A&R Constitution, which will govern the rights, privileges, and preferences of the holders of Holdco securities upon its conversion into a Singapore public company.
(B) No later than one business day prior to the effective time of the Amalgamation, the Horizon Preference Share Conversion will occur, whereby all of the issued and outstanding Horizon Preference Shares will be automatically converted into Horizon Ordinary Shares at the applicable conversion ratio set forth in the Horizon Constitution Amendment.
(C) At the effective time of the Amalgamation, upon the terms and subject to the conditions of the Business Combination Agreement, and in accordance with the applicable provisions of the Singapore Companies Act, Merger Sub 1 and Horizon will amalgamate and continue as one company, with Horizon becoming a direct, wholly-owned subsidiary of Holdco.
(D) At the effective time of the Amalgamation, (i) each SAFE that has not been terminated or expired, pursuant to its terms, will be canceled and automatically deemed for all purposes to represent the right to receive a number of Holdco Class A Ordinary Shares equal to the Exchange Ratio multiplied by the number of Horizon shares (on an as-converted basis) subject to such SAFE, (ii) each issued and outstanding Horizon Ordinary Share (after taking into account the Horizon Preference Share Conversion and including any Horizon Ordinary Shares issued in any Horizon Pre-Closing Financing) will be automatically converted into the right to receive a number of Holdco Ordinary Shares equal to the Exchange Ratio, on the terms and subject to the conditions of the Business Combination Agreement; provided that Horizon ordinary shares held by the Horizon Founder will be converted into Holdco Class B Ordinary Shares, and the Horizon ordinary shares held by each other Horizon Shareholder will be converted into Holdco Class A Ordinary Shares. Additionally, at the effective time of the Amalgamation, each outstanding and unexercised Horizon Option will become a Holdco Option containing the same terms, conditions, vesting and other provisions as are currently applicable to such Horizon Options, provided that each Holdco Option will be exercisable for the number of Holdco Class A Ordinary Shares equal to the Exchange Ratio multiplied by the number of Horizon ordinary shares subject to the Horizon Option as of immediately prior to the effective time of the Amalgamation, rounded down to the nearest whole share, at an exercise price equal to the per share exercise price of the Horizon Option divided by the Exchange Ratio, rounded up to the nearest whole cent.
(E) After the effective time of the Amalgamation, and immediately prior to the effective time of the SPAC Merger, DMY will cause each Public Share that a Public Shareholder has timely and validly elected to redeem pursuant to the DMY Articles to be redeemed for cash.
(F) Additionally, after the effective time of the Amalgamation, and immediately prior to the effective time of the SPAC Merger, the Class B Share Conversion and the Unit Separation will automatically occur.
(G) Then, the SPAC Merger will occur, whereby Merger Sub 2 will merge with and into DMY, with DMY surviving as a wholly-owned subsidiary of Holdco.
(H) At the effective time of the SPAC Merger, (i) each outstanding DMY Class A Share (excluding Public Shares validly submitted for redemption and any dissenting shares, but including DMY Class A Shares issued upon the Class B Share Conversion and DMY Class A Shares issued upon the Unit Separation) will be automatically converted into the right to receive one Holdco Class A Ordinary Share, (ii) each outstanding whole DMY Public Warrant (including DMY Public Warrants issued upon the Unit Separation) will be assumed by Holdco and will be exercisable for Holdco Class A Ordinary Shares in lieu of DMY Class A Shares, and (iii) each outstanding DMY Private Warrant will be assumed by Holdco and will be exercisable for Holdco Class A Ordinary Shares in lieu of DMY Class A Shares.
For more information about the Business Combination, please see the section titled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.
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Structure Diagrams
The following diagrams illustrate in simplified terms the current structure of Horizon as of the date of this proxy statement/prospectus and the expected structure of Holdco immediately following the Closing.
Horizon Pre-Closing Structure
Holdco Post-Closing Structure
____________
* Assumes the No Additional Redemptions Scenario.
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Transfer Restrictions
In connection with the Closing, pursuant to the Business Combination Agreement, the Lock-Up Securityholders will enter into the Lock-Up Agreement with Holdco, pursuant to which the Lock-Up Shares will be subject to lock-up during the Shares Lock-Up Period and the Holdco Warrants and underlying Holdco Ordinary Shares will be subject to lock-up during the Warrants Lock-Up Period. An aggregate of approximately 41.8 million Lock-up Shares are anticipated to be subject to such transfer restrictions, representing approximately 78.1% of the total issued and outstanding Holdco Ordinary Shares following the Business Combination, assuming the No Additional Redemptions Scenario. An aggregate of 2,884,660 Holdco Warrants, and 2,884,660 Holdco Class A Ordinary Shares issuable upon the exercise of such warrants, are anticipated to be subject to such transfer restrictions, representing approximately 47.7% of the issued and outstanding Holdco Warrants following the Business Combination.
Set forth below is a tabular presentation of the post-closing lock-ups:
|
Lock-up Party |
Number and Type of Securities |
Lock-Up Term |
Permitted Transferees |
|||
|
Sponsor |
1,163,484 Holdco Class A Ordinary Shares. |
Shares Lock-Up Period(1) |
Permitted Transferees(3) |
|||
|
2,884,660 Holdco Warrants and 2,884,660 Holdco Class A Ordinary Shares underlying such warrants. |
Warrants Lock-Up Period(2) |
|||||
|
Harry You |
See “Sponsor” above. Mr. You may be deemed to control the Sponsor. Also includes 49,783 Holdco Class A Ordinary Shares estimated to be issued to Mr. You upon conversion of $500,000 of SAFEs, using an Estimated Exchange Ratio of 2.46. |
Shares Lock-Up Period(1) Warrants Lock-Up Period(2) |
Permitted Transferees(3) |
|||
|
Other Holders of Founder Shares |
416,266 Holdco Class A Ordinary Shares. |
Shares Lock-Up Period(1) |
Permitted Transferees(3) |
|||
|
Horizon Shareholders |
40,214,141 Holdco Ordinary Shares, which is determined by reference to the Estimated Exchange Ratio of 2.46 using the assumed Redemption Price of approximately $11.74, the assumed Redemption Price for the Public Shares estimated using an assumed Closing Date of December 31, 2025. |
Shares Lock-Up Period(1) |
Permitted Transferees(3) |
____________
(1) The Lock-Up Period is the period beginning immediately following the Closing Date until the earlier of (i) the date that is 24 months after the Closing Date and (ii) the date on which Holdco completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities, or other property.
(2) The Warrants Lock-Up Period is the period beginning immediately following the Closing Date until the date that is 30 days after the Closing Date.
(3) The lock-up restrictions will not apply to: a transfer (a) to Holdco’s officers or directors, a holder, any officers, directors, managers, members, partners, trustees, or subscribers of a holder or any affiliate of a holder; (b) in the case of an individual, by gift to the individual’s immediate family, a trust whose beneficiary is the individual or his or her immediate family or an affiliate of such person, or a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon the death of the holder; (d) in the case of an individual, by operation of law or pursuant to an order, such as a qualified domestic relations order, divorce decree or separation agreement; (e) in the case of an individual, to a partnership, limited liability company or other entity of which the holder and/or his or her immediate family are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (f) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of the trust; (g) in the case of an entity, by virtue of the laws of the entity’s jurisdiction or the entity’s organizational documents upon dissolution of the entity; (h) transfers of securities acquired
33
Table of Contents
in open market transactions, provided that no such transaction is required to be, or is publicly announced (whether on Form 4, Form 4, or otherwise, other than a required filing on Schedule 13F, 13D or 13G) during the Shares Lock-Up Period; (i) the exercise of options or warrants to purchase Holdco Ordinary Shares or the vesting of awards of Holdco Ordinary Shares and any related transfer of Holdco Ordinary Shares in connection therewith deemed to occur upon the “cashless” or “net” exercise of such options or warrants or for the purpose of paying the exercise price or paying taxes due as a result of such exercise or vesting, provided that all Holdco Ordinary Shares received upon such exercise, vesting or transfer will be subject to lock-up during the Shares Lock-Up Period; (j) transfers to Holdco pursuant to contractual agreements in effect at Closing that provides for the repurchase by Holdco or forfeiture of Holdco Ordinary Shares or other securities convertible into or exercisable or exchangeable for Holdco Ordinary Shares in connection with the termination of the holder’s service to Holdco; (k) the entry by the holder at any time after the Closing, of any trading plan providing for the sale of Holdco Ordinary Shares by the holder, which trading plan meets the requirements of Rule 10b5-l(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any Holdco Ordinary Shares during the Shares Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Shares Lock-Up Period; and (l) a transfer in connection with liquidation, merger, share exchange or other similar transaction which results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property.
For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Lock-Up Agreement.”
Sources and Uses of Proceeds
The following tables summarize the anticipated sources and uses of funds in the Business Combination, in various redemptions scenarios. Such tables are for illustrative purposes only, and the currency reported is Singapore Dollars. Where actual amounts are not known or knowable, the figures below represent good faith estimates of such amounts.
|
Assuming No Additional Redemptions |
||||||
|
Sources (in millions) |
Uses (in millions) |
|||||
|
Cash in the Trust Account (as of December 31, 2025) |
S$ 34.7 |
Redemptions |
S$ — |
|||
|
PIPE Proceeds |
140.4 |
Transaction expenses |
19.0 |
|||
|
SAFE Proceeds |
10.0 |
Deferred Discount |
2.8 |
|||
|
Related party notes |
5.2 |
|||||
|
|
Cash to Balance Sheet |
158.1 |
||||
|
Total Sources |
S$ 185.1 |
Total Uses |
S$ 185.1 |
|||
|
Assuming 25% Redemptions |
||||||
|
Sources (in millions) |
Uses (in millions) |
|||||
|
Cash in the Trust Account (as of December 31, 2025) |
S$ 34.7 |
Redemptions |
S$ 8.7 |
|||
|
PIPE Proceeds |
140.4 |
Transaction expenses and excise tax |
19.1 |
|||
|
SAFE Proceeds |
10.0 |
Deferred Discount |
2.8 |
|||
|
Related party notes |
5.2 |
|||||
|
|
Cash to Balance Sheet |
149.3 |
||||
|
Total Sources |
S$ 185.1 |
Total Uses |
S$ 185.1 |
|||
|
Assuming 50% Redemptions |
||||||
|
Sources (in millions) |
Uses (in millions) |
|||||
|
Cash in the Trust Account (as of December 31, 2025) |
S$ 34.7 |
Redemptions |
S$ 17.4 |
|||
|
PIPE Proceeds |
140.4 |
Transaction expenses and excise tax |
19.1 |
|||
|
SAFE Proceeds |
10.0 |
Deferred Discount |
2.8 |
|||
|
Related party notes |
5.2 |
|||||
|
|
Cash to Balance Sheet |
140.6 |
||||
|
Total Sources |
S$ 185.1 |
Total Uses |
S$ 185.1 |
|||
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Table of Contents
|
Assuming 75% Redemptions |
||||||
|
Sources (in millions) |
Uses (in millions) |
|||||
|
Cash in the Trust Account (as of December 31, 2025) |
S$ 34.7 |
Redemptions |
S$ 26.1 |
|||
|
PIPE Proceeds |
140.4 |
Transaction expenses and excise tax |
19.2 |
|||
|
SAFE Proceeds |
10.0 |
Deferred Discount |
2.8 |
|||
|
Related party notes |
5.2 |
|||||
|
|
Cash to Balance Sheet |
131.8 |
||||
|
Total Sources |
S$ 185.1 |
Total Uses |
S$ 185.1 |
|||
|
Assuming 100% Redemptions |
||||||
|
Sources (in millions) |
Uses (in millions) |
|||||
|
Cash in the Trust Account (as of December 31, 2025) |
S$ 34.7 |
Redemptions |
S$ 34.7 |
|||
|
PIPE Proceeds |
140.4 |
Transaction expenses and excise tax |
19.3 |
|||
|
SAFE Proceeds |
10.0 |
Deferred Discount |
2.8 |
|||
|
Related party notes |
5.2 |
|||||
|
|
Cash to Balance Sheet |
123.1 |
||||
|
Total Sources |
S$ 185.1 |
Total Uses |
S$ 185.1 |
|||
Financing Cooperation
The Business Combination Agreement requires DMY, Horizon, and Holdco to use their reasonable best efforts to enter into mutually agreed subscription agreements with accredited investors, pursuant to which such investors will agree, subject to the terms and conditions set forth therein, to subscribe for and purchase, at the Closing, Holdco Class A Ordinary Shares at a purchase price equal to the Redemption Price, which we refer to herein as the PIPE Investment. Further, DMY and Horizon may upon mutual determination, seek one or more Additional Financing commitments in the form of (x) SAFEs or any other form of equity financing of Horizon, which financing closes and is funded to Horizon prior to the Closing (which we refer to as the Horizon Pre-Closing Financing), (y) backstops against redemptions by Public Shareholders or non-redemption agreements with Public Shareholders, or (z) equity or equity-linked financing of Holdco or DMY, which closes concurrently with the Closing.
Prior to the execution of the Business Combination Agreement, Horizon entered into SAFE agreements with an aggregate principal amount of $3,000,000. In addition, following the execution of the Business Combination Agreement through the date of this proxy statement/prospectus, Horizon has obtained an additional $4,884,000 of SAFE financing. Also, on December 4, 2025, DMY, Holdco, and Horizon entered into PIPE Subscription Agreements with the PIPE Investors, pursuant to which Holdco has agreed to issue and sell, and the PIPE Investors agreed to subscribe for and purchase, an aggregate of $110,412,500 of PIPE Shares, at a per share price equal to the Redemption Price. The PIPE Investment and Additional Financing is expected to be used by Horizon for general corporate purposes, including: (i) to fund operating expenses related to the growth of its business, including for research and development activities, and to support sales and marketing activities, compliance, legal, accounting, facilities and other overhead, and (ii) capital expenditures related to the acquisition of equipment and related components to build its hardware testbed.
Closing Conditions
Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) Aggregate Closing Cash equaling or exceeding the sum of transaction expenses (estimated to be $17 million, including
35
Table of Contents
deferred underwriting fees payable to the underwriters of DMY’s IPO) plus requisite working capital of $45 million, for a total estimated requirement of $62 million; (ii) the Holdco Class A Ordinary Shares to be issued in connection with the Business Combination having been approved for listing on the Stock Exchange, subject to official notice of issuance; (iii) this registration statement having been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of this registration statement being in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement having been initiated or threatened in writing by the SEC; and (iv) the DMY Shareholder Approval and Horizon Shareholder Approval having been obtained. The Minimum Cash Condition described above is for the benefit of Horizon only and is subject to waiver by Horizon. Conditions (ii) through (iv) above are for the benefit of both DMY and Horizon and are subject to waiver by both DMY and Horizon.
As of the date of this proxy statement/prospectus, the Minimum Cash Condition is expected to be satisfied through the proceeds of the PIPE Investment.
For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Closing Conditions.”
Termination
The Business Combination Agreement may be terminated in certain circumstances, including, without limitation: (i) by DMY or Horizon, if the Closing has not occurred by December 29, 2025, provided that if DMY obtains the approval of its shareholders to extend the Combination Period, then such outside date, automatically and without action on the part of any party to the Business Combination Agreement, will be extended for an additional period ending on the last date then in effect for DMY to consummate its initial business combination; (ii) by DMY or Horizon, if an applicable governmental or regulatory authority has issued a final and non-appealable order which permanently restrains or otherwise prohibits the Business Combination, (iii) by DMY or Horizon, if DMY or Horizon, as applicable, has breached any of its respective representations, warranties, agreements or covenants under the Business Combination Agreement, and such breach or failure would render certain conditions precedent to the Closing incapable of being satisfied, and such breach or failure is not cured by the time allotted in the Business Combination Agreement; and (iv) DMY shareholder approval or Horizon shareholder approval is not obtained.
On December 15, 2025, DMY’s shareholders approved an amendment to the DMY Articles to extend the date by which DMY has to consummate its initial business combination from December 29, 2025 to January 29, 2026 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend such date up to five times for an additional one month each time, until up to June 29, 2026. Accordingly, the outside date under the Business Combination was automatically extended to June 29, 2026.
If the Business Combination Agreement is terminated, the agreement will become void, and there will be no liability under the Business Combination Agreement on the part of any party thereto, except for any liability on the part of any party for fraud or willful breach of the Business Combination Agreement. For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Termination; Effectiveness.”
Ancillary Agreements
In connection with the Business Combination, DMY, Holdco and Horizon have entered into, or intend to enter into on the Closing Date, several agreements, including the DMY Support Agreement, Horizon Support Agreement, Lock-Up Agreement, Registration Rights Agreement, Warrant Assumption Agreement, Sponsor Indemnification Agreement, PIPE Subscription Agreements and IonQ Side Letter. For additional information about each of these agreements, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements.”
36
Table of Contents
Ownership of Holdco after the Closing
The following tables illustrate estimated ownership levels in Holdco, immediately following the consummation of the Business Combination, based on varying levels of redemptions by Public Shareholders.
The following table excludes the dilutive effect of Holdco Warrants, Holdco Options, and Holdco Class A Ordinary Shares that will initially be available for issuance under the 2026 Plan and ESPP.
|
No Additional Redemptions Scenario |
25% Redemptions Scenario |
50% Redemptions Scenario |
75% Redemptions Scenario |
100% Redemptions Scenario |
||||||||||||||||||||||||||||||||||||||||||||||
|
Pro Forma |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
||||||||||||||||||||||||||||||
|
Public |
2,325,987 |
— |
4.3 |
% |
2.5 |
% |
1,744,491 |
— |
3.3 |
% |
1.9 |
% |
1,162,994 |
— |
2.2 |
% |
1.3 |
% |
581,497 |
— |
1.1 |
% |
0.6 |
% |
— |
— |
0.0 |
% |
0.0 |
% |
||||||||||||||||||||
|
Harry You and Sponsor(3) |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.4 |
% |
1.3 |
% |
||||||||||||||||||||
|
Other Holders of Founder Shares |
416,266 |
— |
0.8 |
% |
0.4 |
% |
416,266 |
— |
0.8 |
% |
0.4 |
% |
416,266 |
— |
0.8 |
% |
0.5 |
% |
416,266 |
— |
0.8 |
% |
0.5 |
% |
416,266 |
— |
0.8 |
% |
0.5 |
% |
||||||||||||||||||||
|
Horizon shareholders (excluding Horizon |
20,211,037 |
— |
37.8 |
% |
21.6 |
% |
20,211,037 |
— |
38.2 |
% |
21.8 |
% |
20,211,037 |
— |
38.6 |
% |
21.9 |
% |
20,211,037 |
— |
39.0 |
% |
22.0 |
% |
20,211,037 |
— |
39.5 |
% |
22.2 |
% |
||||||||||||||||||||
|
Horizon Founder |
— |
19,953,321 |
37.3 |
% |
64.1 |
% |
— |
19,953,321 |
37.7 |
% |
64.5 |
% |
— |
19,953,321 |
38.1 |
% |
64.9 |
% |
— |
19,953,321 |
38.5 |
% |
65.3 |
% |
— |
19,953,321 |
39.0 |
% |
65.7 |
% |
||||||||||||||||||||
|
PIPE Investors |
9,402,680 |
— |
17.5 |
% |
10.1 |
% |
9,402,680 |
— |
17.7 |
% |
10.1 |
% |
9,402,680 |
— |
18.0 |
% |
10.1 |
% |
9,402,680 |
— |
18.3 |
% |
10.3 |
% |
9,402,680 |
— |
18.3 |
% |
10.3 |
% |
||||||||||||||||||||
|
Total |
33,569,237 |
19,953,321 |
100.0 |
% |
100.0 |
% |
32,987,741 |
19,953,321 |
100.0 |
% |
100.0 |
% |
32,406,244 |
19,953,321 |
100.0 |
% |
100.0 |
% |
31,824,747 |
19,953,321 |
100.0 |
% |
100.0 |
% |
31,243,250 |
19,953,321 |
100.0 |
% |
100.0 |
% |
||||||||||||||||||||
____________
* Less than 1%
(1) Each Holdco Class A Ordinary Share will entitle the holder thereof to one (1) vote per share on all matters on which the Holdco Class A Ordinary Shares are entitled to vote, and each Holdco Class B Ordinary Share will entitle the holder thereof to three (3) votes per share on all matters on which the Holdco Class B Ordinary Shares are entitled to vote.
(2) Amount comprises the unredeemed Public Shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of (i) 0 shares under the No Additional Redemptions Scenario, (ii) 581,496 shares under the 25% Redemptions Scenario, (iii) 1,162,993 shares under the 50% Redemptions Scenario, (iv) 1,744,490 shares under the 75% Redemptions Scenario, and (v) 2,325,987 shares under the 100% Redemptions Scenario.
(3) Amount includes 1,163,484 Founder Shares held by Sponsor and 49,783 Holdco Ordinary Shares issuable in respect of Mr. You’s $500,000 SAFE investment in Horizon.
37
Table of Contents
Dilutive Instruments
The following table shows possible sources of dilution and the extent of such dilution that non-redeeming Public Shareholders could experience in connection with the closing of the Business Combination. In an effort to illustrate the extent of such dilution, the table below assumes the exercise of all Holdco Warrants for a cash exercise price of $11.50, the exercise of all Holdco Options for cash, which will each be exercisable for one Holdco Class A Ordinary Share at an average exercise price of approximately $2.46 per share (based on the Estimated Exchange Ratio). The table excludes Holdco Ordinary Shares that will initially be available for issuance under the 2026 Plan and ESPP, as such shares will not be outstanding on the Closing Date. Additionally, assumes that all Working Capital Loans and Overfunding Loans are repaid in cash at the Closing.
|
No Additional Redemptions Scenario |
25% Redemptions Scenario |
50% Redemptions Scenario |
75% Redemptions Scenario |
100% Redemptions Scenario |
||||||||||||||||||||||||||||||||||||||||||||||
|
Pro Forma Ownership |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
||||||||||||||||||||||||||||||
|
Public Shareholders(2) |
2,325,987 |
— |
3.5 |
% |
2.2 |
% |
1,744,491 |
— |
2.7 |
% |
1.7 |
% |
1,162,994 |
— |
1.8 |
% |
1.1 |
% |
581,497 |
— |
0.9 |
% |
0.6 |
% |
— |
— |
0.0 |
% |
0.0 |
% |
||||||||||||||||||||
|
Harry You and Sponsor(3) |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
||||||||||||||||||||
|
Other Holders of Founder Shares |
416,266 |
— |
0.6 |
% |
0.4 |
% |
416,266 |
— |
0.6 |
% |
0.4 |
% |
416,266 |
— |
0.6 |
% |
0.4 |
% |
416,266 |
— |
0.7 |
% |
0.4 |
% |
416,266 |
— |
0.7 |
% |
0.4 |
% |
||||||||||||||||||||
|
Horizon shareholders (excluding Horizon Founder and Harry You) |
20,211,037 |
— |
30.8 |
% |
19.2 |
% |
20,211,037 |
— |
31.1 |
% |
19.3 |
% |
20,211,037 |
— |
31.4 |
% |
19.4 |
% |
20,211,037 |
— |
31.7 |
% |
19.5 |
% |
20,211,037 |
— |
32.0 |
% |
19.6 |
% |
||||||||||||||||||||
|
Horizon Founder |
— |
19,953,321 |
30.4 |
% |
56.8 |
% |
— |
19,953,321 |
30.7 |
% |
57.1 |
% |
— |
19,953,321 |
31.0 |
% |
57.4 |
% |
— |
19,953,321 |
31.3 |
% |
57.7 |
% |
— |
19,953,321 |
31.6 |
% |
58.0 |
% |
||||||||||||||||||||
|
PIPE Investors |
9,402,680 |
— |
14.3 |
% |
8.9 |
% |
9,402,680 |
— |
14.5 |
% |
9.0 |
% |
9,402,680 |
— |
14.6 |
% |
9.0 |
% |
9,402,680 |
— |
14.7 |
% |
9.1 |
% |
9,402,680 |
— |
14.9 |
% |
9.1 |
% |
||||||||||||||||||||
|
Public Warrants(4) |
3,159,500 |
— |
4.8 |
% |
3.0 |
% |
3,159,500 |
— |
4.9 |
% |
3.0 |
% |
3,159,500 |
— |
4.9 |
% |
3.0 |
% |
3,159,500 |
— |
5.0 |
% |
3.0 |
% |
3,159,500 |
— |
5.0 |
% |
3.1 |
% |
||||||||||||||||||||
|
Private Warrants(5) |
2,884,660 |
— |
4.4 |
% |
2.7 |
% |
2,884,660 |
— |
4.4 |
% |
2.8 |
% |
2,884,660 |
— |
4.5 |
% |
2.8 |
% |
2,884,660 |
— |
4.5 |
% |
2.8 |
% |
2,884,660 |
— |
4.6 |
% |
2.8 |
% |
||||||||||||||||||||
|
Horizon Options(6) |
5,983,204 |
— |
9.3 |
% |
5.6 |
% |
5,983,204 |
— |
9.2 |
% |
5.5 |
% |
5,983,204 |
— |
9.3 |
% |
5.7 |
% |
5,983,204 |
— |
9.3 |
% |
5.7 |
% |
5,983,204 |
— |
9.3 |
% |
5.8 |
% |
||||||||||||||||||||
|
Total |
45,596,601 |
19,953,321 |
100.0 |
% |
100.0 |
% |
45,015,105 |
19,953,321 |
100.0 |
% |
100.0 |
% |
44,433,608 |
19,953,321 |
100.0 |
% |
100.0 |
% |
43,852,111 |
19,953,321 |
100.0 |
% |
100.0 |
% |
43,270,614 |
19,953,321 |
100.0 |
% |
100.0 |
% |
||||||||||||||||||||
____________
* Less than 1%
(1) Each Holdco Class A Ordinary Share will entitle the holder thereof to one (1) vote per share on all matters on which the Holdco Class A Ordinary Shares are entitled to vote, and each Holdco Class B Ordinary Share will entitle the holder thereof to three (3) votes per share on all matters on which the Holdco Class B Ordinary Shares are entitled to vote.
(2) Amount comprises the unredeemed Public Shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of (i) 0 shares under the No Additional Redemptions Scenario, (ii) 581,496 shares under the 25% Redemptions Scenario, (iii) 1,162,993 shares under the 50% Redemptions Scenario, (iv) 1,744,490 shares under the 75% Redemptions Scenario, and (v) 2,325,987 shares under the 100% Redemptions Scenario.
(3) Amount includes 1,163,484 Founder Shares held by Sponsor and 49,783 Holdco Ordinary Shares issuable in respect of Mr. You’s $500,000 SAFE investment in Horizon.
(4) Reflects Holdco Class A Ordinary Shares issuable upon the exercise of the DMY Public Warrants sold as part of the DMY Units in the DMY IPO, assuming all such DMY Public Warrants are exercised for cash immediately upon the Closing.
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(5) Reflects Holdco Class A Ordinary Shares issuable upon the exercise of the DMY Private Warrants sold as in a private placement consummated simultaneous with the DMY IPO, assuming all such DMY Private Warrants are exercised for cash immediately upon the Closing. Upon the closing of the Business Combination, DMY’s Overfunding Loans will be repaid or converted into DMY Class A Shares at a conversion price of $10.00 per share (or a combination of both), at the Sponsor’s discretion, which could result in additional dilution to the Public Stockholders. Additionally, up to $1,500,000 of outstanding Working Capital Loans may be converted into up to 1,500,000 DMY Private Warrants at a price of $1.00 per warrant upon Closing, which could result in additional dilution to the Public Stockholders. However, at this point of time, Sponsor does not intend to convert either the Overfunding Loans or the Working Capital Loans, and therefore, no related dilution is reflected herein.
(6) Reflects Holdco Class A Ordinary Shares issuable upon the exercise of outstanding Horizon Options, which will be assumed in the Amalgamation and become Holdco Options, assuming all such Horizon Options are exercised for cash immediately upon the Closing. Since the signing of the Business Combination Agreement, Horizon has issued a further 579,764 Horizon Options to new employees.
Share ownership presented in the two tables above is only presented for illustrative purposes and does not necessarily reflect what Holdco’s share ownership will be after the Closing. DMY and Horizon cannot predict how many of the Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above, and therefore the ownership percentages of Public Shareholders may also differ if the actual redemptions are different from these assumptions. The Public Shareholders that do not elect to redeem their Public Shares will experience immediate dilution as a result of the Business Combination. The Public Shareholders currently own approximately 59.6% of the issued and outstanding shares of DMY Common Stock. As noted in the above table, even if no Public Shareholders redeem their Public Shares in the Business Combination, the Public Shareholders’ ownership will decrease from approximately 59.6% of the DMY Common Stock prior to the Business Combination to owning approximately 4.3% and 3.5% of the total outstanding Holdco Ordinary Shares at the Closing (basic and diluted, respectively), and 2.2% and 2.2% of the voting power of the outstanding Holdco Ordinary Shares (basic and diluted, respectively). As redemptions increase, the overall percentage ownership and voting percentage held by Sponsor, other Holders of Founder Shares, and Horizon Shareholders will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. If the amount of PIPE Investment or Additional Financing is greater than the assumptions above, such financing would further increase dilution to Public Shareholders. For more information about the consideration to be received in the Business Combination, these scenarios, and the underlying assumptions, see “Unaudited Pro Forma Combined Financial Information.” See also “Risk Factors — The Public Shareholders will experience immediate dilution as a consequence of the issuance of Holdco Ordinary Shares as consideration in the Business Combination, potential issuances in connection with financing, and due to future issuances of equity awards to Horizon employees, directors, or consultants. Having a minority share position may reduce the influence that our current shareholders have on the management of Holdco.”
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Value of the Equity Stake to be Received by DMY Shareholders and Horizon Shareholders in the Business Combination
The following table sets forth the amount of consideration received or to be received by the DMY Public Shareholders, the Sponsor and other Holders of Founder Shares, the holders of Public Warrants, and the Horizon Shareholders in connection with the Business Combination, in each case, assuming the various redemption scenarios, and using an Estimated Redemption Price of $11.74. If actual facts are different from the assumptions described in the footnotes to the table below, the share amounts and cash value set forth below will be different.
|
No Additional |
25% Redemptions |
50% Redemptions |
75% Redemptions |
100% Redemptions |
|||||||||||||||||||||
|
Holdco |
Value |
Holdco |
Value |
Holdco |
Value |
Holdco |
Value |
Holdco |
Value |
||||||||||||||||
|
Public Shareholders |
2,325,987 |
$ |
27,313,280 |
1,744,491 |
$ |
20,484,969 |
1,162,994 |
$ |
13,656,646 |
581,497 |
$ |
6,828,323 |
— |
$ |
— |
||||||||||
|
Sponsor |
1,163,484 |
$ |
13,662,400 |
1,163,484 |
$ |
13,662,400 |
1,163,484 |
$ |
13,662,400 |
1,163,484 |
$ |
13,662,400 |
1,163,484 |
$ |
13,662,400 |
||||||||||
|
Sponsor – DMY Private Warrants(1) |
2,884,660 |
$ |
699,998 |
2,884,660 |
$ |
699,998 |
2,884,660 |
$ |
699,998 |
2,884,660 |
$ |
699,998 |
2,884,660 |
$ |
699,998 |
||||||||||
|
Other Holders of Founder Shares |
416,266 |
$ |
4,888,071 |
416,266 |
$ |
4,888,071 |
416,266 |
$ |
4,888,071 |
416,266 |
$ |
4,888,071 |
416,266 |
$ |
4,888,071 |
||||||||||
|
Public Warrantholders(2) |
3,159,500 |
$ |
766,692 |
3,159,500 |
$ |
766,692 |
3,159,500 |
$ |
766,692 |
3,159,500 |
$ |
766,692 |
3,159,500 |
$ |
766,692 |
||||||||||
|
Horizon Founder |
19,953,321 |
$ |
234,305,112 |
19,953,321 |
$ |
234,305,112 |
19,953,321 |
$ |
234,305,112 |
19,953,321 |
$ |
234,305,112 |
19,953,321 |
$ |
234,305,112 |
||||||||||
|
Horizon Shareholders (excluding Horizon Founder) |
20,260,820 |
$ |
237,915,968 |
20,260,820 |
$ |
237,915,968 |
20,260,820 |
$ |
237,915,968 |
20,260,820 |
$ |
237,915,968 |
20,260,820 |
$ |
237,915,968 |
||||||||||
____________
(1) Represents Holdco Class A Ordinary Shares underlying 2,884,660 Holdco Private Warrants, assuming all such warrants are exercised for cash at an exercise price of $11.50 per share. The value of such shares is calculated by multiplying the number of shares by $11.74 and subtracting the aggregate cash exercise price of $33,173,590.
(2) Represents Holdco Class A Ordinary Shares underlying 3,159,500 Holdco Public Warrants, assuming all such warrants are exercised for cash at an exercise price of $11.50 per share. The value of such shares is calculated by multiplying the number of shares by $11.74 and subtracting the aggregate cash exercise price of $36,334,250.
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Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination
In considering the recommendation of the DMY Board to vote in favor of approval of the Business Combination Proposal, the Advisory Organizational Documents Proposals, and the Adjournment Proposal, shareholders should keep in mind that DMY’s Sponsor, DMY’s directors and executive officers, and entities affiliated with them, have interests in such proposals that are different from, or in addition to, the interests of unaffiliated DMY Shareholders. See “Proposal No. 1 — The Business Combination Proposal — Interests of DMY’s Sponsor and Directors and Officers in the Business Combination.”
The existence of financial and personal interests of one or more of DMY’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of DMY and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor and DMY’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.
The personal and financial interests of the Sponsor as well as DMY’s directors and officers may have influenced their motivation in identifying and selecting Horizon as a business combination target, completing an initial business combination with Horizon and influencing the operation of the business following the Closing. In considering the recommendation of the DMY Board to vote for the proposals, DMY’s shareholders should consider these interests.
Further, unaffiliated DMY Shareholders should keep in mind that Horizon’s officers, directors, and entities affiliated with them have interests in such proposals that are different from, or in addition to, those of unaffiliated DMY Shareholders. See “Proposal No. 1 — The Business Combination Proposal — Interests of the Horizon Founder and Horizon’s Directors and Officers in the Business Combination” and “Certain Relationships and Related Persons Transactions” for more information related to certain transactions and arrangements between Horizon and Horizon’s directors and officers.
Compensation to be Received by the Sponsor and DMY’s Officers and Directors in Connection with the Business Combination
Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor and DMY’s officers and directors in connection with the Business Combination.
|
Securities to be Received |
Other Compensation |
|||
|
The Sponsor |
(i) 1,163,484 Holdco Class A Ordinary Shares upon the exchange of 1,163,484 Founder Shares in the SPAC Merger, which were initially purchased by the Sponsor prior to the DMY IPO for approximately $0.02 per share and (ii) 2,884,660 Holdco Warrants upon the assumption of 2,884,660 DMY Private Warrants, which were initially purchased in a private placement that closed concurrently with the DMY IPO for $1.00 per warrant. |
Reimbursement for the Overfunding Loans in an amount of $947,850, assuming cash repayment of the Overfunding Loans. Pursuant to their terms, the Overfunding Loans may be repaid in cash or converted into DMY Class A Shares at a conversion price of $10.00 per share (or a combination of both) at the Closing, at the Sponsor’s discretion. $10,000 per month through the Closing for office space, utilities, secretarial and administrative support services provided by the Sponsor to members of the DMY management team pursuant to the terms of the Administrative Services Agreement dated October 4, 2022. As of the date of this proxy statement/prospectus, DMY incurred $280,000 in fees for these services. |
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|
Securities to be Received |
Other Compensation |
|||
|
Indemnification by Holdco and Horizon pursuant to the Sponsor Indemnification Agreement, and coverage under Holdco’s directors’ and officer’s insurance policy pursuant to the terms of the Business Combination Agreement. |
||||
|
Harry You |
See “Sponsor” above. Mr. You may be deemed to control the Sponsor. Additionally, Harry You entered into a SAFE with Horizon on December 18, 2025, with a face amount of $500,000, which will convert into 49,783 Holdco Class A Ordinary Shares at the Closing, using an Estimated Exchange Ratio of 2.46. |
See “Sponsor” above. Mr. You may be deemed to control the Sponsor. Reimbursement for loans, advances, and out-of-pocket expenses: (i) of $1,191,667 of Contributions to the Trust Account in connection with extensions of DMY’s liquidation date as of the date of this proxy statement/prospectus and (ii) approximately $2,300,000 of other loans, advances, or out-of-pocket expenses are outstanding as of the date of this proxy statement/prospectus. Continued indemnification and the continuation of directors’ and officers’ liability insurance after the Business Combination. Fees for service as a post-closing director of Holdco, which may consist of cash or stock-based awards, and any other remuneration that the Holdco Board determines to pay to its non-employee directors, including indemnification and directors’ and officers’ liability insurance. |
||
|
DMY Independent Directors |
None. |
DMY’s directors, other than Harry You, will each receive $100,000 of cash compensation for their services as directors of DMY, payable upon the earlier of the completion of the Business Combination or DMY’s liquidation. None of the funds in the Trust Account will be used to compensate DMY’s directors. Reimbursement for loans and advances to DMY; no such amounts are outstanding as of the date of this proxy statement/prospectus. Reimbursement for out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination; no such amounts are outstanding as of the date of this proxy statement/prospectus. Continued indemnification and the continuation of directors’ and officers’ liability insurance after the Business Combination. |
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DMY’s independent directors do not hold shares of DMY Common Stock and are not members of the Sponsor. DMY’s independent directors will each receive $100,000 of cash compensation for their service as directors of DMY, payable upon the earlier of the Closing or DMY’s liquidation. None of the funds in the Trust Account will be used to compensate our directors. However, as detailed above, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, as discussed above. The reimbursement of expenses and advances to the Sponsor and DMY’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders.
Potential Purchases of Public Shares and Public Warrants
The Sponsor and DMY’s officers and directors do not have any plans at this time to purchase Public Shares or DMY Public Warrants from Public Shareholders or to take any other actions to incentivize non-redemption. However, at any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding DMY or its securities, the Sponsor and DMY’s officers and directors or their affiliates may purchase Public Shares or DMY Public Warrants in privately negotiated transactions or in the open market, although they are under no obligation to do so. There is no limit on the number of Public Shares or DMY Public Warrants that such persons may purchase in such transactions, subject to compliance with applicable law and Stock Exchange rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or DMY Public Warrants in such transactions. Such purchases of Public Shares may include a contractual acknowledgment that such shareholder, although still the record holder of DMY’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that the Sponsor and DMY’s officers and directors or their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such transaction could be to increase the likelihood of obtaining shareholder approval of the Business Combination, reduce the number of outstanding DMY Public Warrants, or satisfy the Minimum Cash Condition, where it appears that such requirement would otherwise not be met. DMY expects any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
In addition, if such purchases are made, the public “float” of DMY Class A Shares and DMY Public Warrants and the number of beneficial holders of DMY Class A Shares and DMY Public Warrants may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of DMY’s securities on the OTC Markets.
In the event the Sponsor and DMY’s officers and directors or their affiliates were to purchase Public Shares or DMY Public Warrants from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. To the extent that the Sponsor and DMY’s officers and directors or their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination. See “Business Combination — Potential Purchases of Public Shares or Public Warrants” for more information.
The DMY Board’s Reasons for the Approval of the Business Combination
Before reaching its unanimous decisions that the Business Combination Agreement, each ancillary agreement, and the Business Combination are fair, advisable and in the best interests of DMY and its shareholders, the DMY Board consulted with the DMY management team, its legal counsel and other advisors. The DMY Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the DMY Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors they took into account in reaching their decision. Different individual members of the DMY Board may have given different weight to different factors in their evaluation of the Business Combination.
The DMY Board determined that the Business Combination presents an attractive business opportunity in light of a variety of factors, including but not limited to its compelling valuation, growth potential and opportunity to achieve market leadership in the quantum software field. The DMY Board also considered the potential detriments of the Business Combination to DMY, including Horizon’s limited operating history, regulatory risks, the uncertainty
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of the potential benefits of the Business Combination being achieved, macroeconomic risks, the absence of possible structural protections for minority shareholders, and the risks and costs to DMY if the Business Combination is not achieved, including the risk that it may result in DMY being unable to complete a business combination and force DMY to liquidate, along with the other risks set forth in the section titled “Risk Factors”.
For more information about the DMY Board’s reasons for the approval of the Business Combination, see “Proposal No. 1 — The Business Combination Proposal — The DMY Board’s Reasons for the Approval of the Business Combination.”
Horizon Board’s Reasons for the Business Combination
In the course of reaching its decision to approve the Business Combination, the Horizon Board consulted with Horizon’s senior management and legal counsel and considered a wide variety of factors including, but not limited to: expanded access to capital, value creation for existing shareholders, strategic growth drivers, Horizon’s expected cash position after the Business Combination, continued voting control by the Horizon Founder, and creation of liquidity for existing shareholders. The Horizon Board also considered a number of uncertainties and risks in its consideration of the Business Combination and the other transactions contemplated by the Business Combination Agreement, including, but not limited to: potential adverse effects to Horizon’s business from the announcement of the Business Combination, the costs that may be incurred in connection with the Business Combination and as a public company after the Closing, the risk that the Business Combination may not be completed at all or in a timely manner or that the DMY Board may exercise its right under the Business Combination Agreement to change its recommendation to DMY Shareholders, and the other risks set forth in the section “Risk Factors.” Ultimately, the Horizon Board concluded that the Business Combination represented the best option to generate capital resources to support the growth and advancement of Horizon’s business. For more information about, see “Proposal No. 1 — The Business Combination Proposal — Horizon Board’s Reasons for the Business Combination.”
The Special Meeting
The following is a summary of the process and procedures for registering for and attending the Special Meeting, and voting and redeeming your DMY Common Stock in connection with the Special Meeting. For more information, see the section entitled “Special Meeting.”
Date, Time and Place
The Special Meeting will be held at 10:00 a.m., Eastern Time, on March 17, 2026. The Special Meeting will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/dmysquaredtechnology/2026.
Proposals to be Submitted at the Special Meeting
At the Special Meeting, DMY is asking holders of DMY Common Stock to consider and vote upon:
• the Business Combination Proposal;
• the Advisory Organizational Documents Proposals; and
• the Adjournment Proposal (if presented).
Registering for the Special Meeting
Any shareholder wishing to attend the meeting should register for the meeting by 5:00 p.m., Eastern Time, on March 13, 2026.
Voting Power; Abstentions and Broker Non-Votes; Record Date
With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”
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If a shareholder fails to return a proxy card and does not attend the Special Meeting in person, then the shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a valid quorum is established, any such failure to vote will have no effect on the outcome of any proposal in this proxy statement/prospectus.
Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.
DMY has fixed the close of business on February 6, 2026, as the “Record Date” for determining DMY Shareholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on the Record Date, there were 3,905,737 shares of DMY Common Stock outstanding and entitled to vote. Each share is entitled to one vote at the Special Meeting.
As of the Record Date, the Sponsor and other Holders of Founder Shares held of record and were entitled to vote an aggregate of 1,579,750 shares of DMY Common Stock. The DMY Common Stock held by such persons currently constitutes approximately 40.4% of the outstanding DMY Common Stock. Pursuant to the DMY Support Agreement, the Sponsor and the other Holders of Founder Shares have agreed to vote any DMY Common Stock held by them as of the Record Date in favor of the Business Combination, including voting in favor of each of the proposals set forth in this proxy statement/prospectus. No consideration has been or will be paid by DMY, Horizon, or Holdco to the Sponsor and other Holders of Founder Shares in connection with such agreements. To the extent that Sponsor or its affiliates purchase Public Shares or DMY Public Warrants in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.
Quorum and Vote of DMY Shareholders
A quorum of DMY’s shareholders is necessary to hold a valid meeting. A quorum for the Special Meeting will consist of the holders present in person or by proxy of shares of outstanding DMY capital stock representing a majority of the voting power of all outstanding shares of DMY capital stock entitled to vote at the Special Meeting. The Founder Shares will count towards this quorum. There are 3,905,737 shares of DMY Common Stock outstanding as of the Record Date, and therefore, as of the Record Date for the Special Meeting, 1,952,870 shares of DMY Common Stock would be required to achieve a quorum.
The following votes are required to approve each Proposal:
• Business Combination Proposal: Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of DMY Common Stock at the Special Meeting.
• Advisory Organizational Documents Proposals: Approval of each Advisory Organizational Documents Proposal requires the affirmative vote of a majority of the shares of DMY Common Stock entitled to vote thereon. The shareholder votes regarding these proposals are advisory in nature, and are not binding on DMY, the DMY Board, Horizon, Holdco or the Holdco Board.
• Adjournment Proposal: Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of DMY Common Stock at the Special Meeting.
Proxy Solicitation
Proxies may be solicited by mail, telephone, on the internet, or in person. DMY has engaged Sodali & Co. to assist in the solicitation of proxies. DMY has agreed to pay Sodali & Co. a fee of $12,500, plus disbursements.
If a shareholder grants a proxy, it may still vote its shares if it revokes its proxy before the Special Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “The Special Meeting — Proxy Solicitation”.
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Redemption Rights
Pursuant to the DMY Articles, a Public Shareholder (other than the Sponsor and the other Holders of Founder Shares) may request that DMY redeem all or a portion of his, her or its Public Shares for cash if the Business Combination is consummated. Holders of Public Shares who wish to exercise their redemption rights must, prior to 5:00 p.m., Eastern Time, on March 13, 2026 (which date is two business days before the scheduled vote at the Special Meeting), (A) submit a written request to the Transfer Agent, which request includes the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that DMY redeem all or a portion of their Public Shares for cash and (B) deliver their Public Shares to the Transfer Agent physically or electronically using the DTC’s DWAC (Deposit and Withdrawal at Custodian) system. Any holder of Public Shares (other than the Sponsor and the other Holders of Founder Shares) will be entitled to demand that such holder’s Public Shares be redeemed for a full pro rata portion of the amount then in the Trust Account (including interest earned on the Trust Account not previously released to DMY to pay its taxes, net of taxes payable) (which, for illustrative purposes, was approximately $27.4 million, or $11.78 per Public Share, as of February 6, 2026, the Record Date).
Prior to exercising redemption rights, Public Shareholders should verify the market price of the DMY Class A Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. DMY cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in the DMY Class A Shares when Public Shareholders wish to sell their shares.
Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the deadline to submitting redemption requests and thereafter, with DMY’s consent, until the Closing. If a holder delivers his, her or its Public Shares for redemption to the Transfer Agent and later decides to withdraw such request prior to the deadline for submitting redemption requests, the holder may request that the Transfer Agent return the shares (physically or electronically).
Any written demand of redemption rights must be received by the Transfer Agent prior to the redemption deadline. No demand for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to the Transfer Agent prior to the deadline for submitting redemption requests.
Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate or any other person with whom he, she or it is acting in concert or as a partnership, syndicate or other group, will be restricted from seeking redemption with respect to more than 15% of the issued and outstanding Public Shares. Accordingly, all Public Shares in excess of 15% held by a shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will not be redeemed.
See the section entitled “The Special Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash. See also “Questions and Answers about the Business Combination — Do I have redemption rights?, — Will my ability to exercise redemption rights be impacted by how I vote on the Business Combination Proposal?, — How do I exercise my redemption rights?” for additional information on the exercise of redemption rights.
As set forth in more detail elsewhere in this proxy statement/prospectus, the Public Shareholders that do not elect to redeem their Public Shares will experience immediate dilution as a result of the Business Combination. The Public Shareholders currently own approximately 59.6% of the issued and outstanding DMY Common Stock. Even if no Public Shareholders redeem their Public Shares in the Business Combination, the Public Shareholders’ ownership will decrease from approximately 59.6% of the DMY Common Stock prior to the Business Combination to owning approximately 4.3% and 3.5% of the total outstanding Holdco Ordinary Shares at the Closing (basic and diluted, respectively), and 2.5% and 2.2% of the voting power of the outstanding Holdco Ordinary Shares (basic and diluted, respectively). If the amount of PIPE Investment or Additional Financing is greater than the assumptions above, such financing would further increase dilution to Public Shareholders. See “Risk Factors — The Public Shareholders will experience immediate dilution as a consequence of the issuance of Holdco Ordinary Shares as consideration in the Business Combination, potential issuances in connection with financing, and due to future issuances of equity awards to Horizon employees, directors, or consultants. Having a minority share position may reduce the influence that our current shareholders have on the management of Holdco.”
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Previous Exercises of Redemption Rights
Pursuant to the DMY Articles, Public Shareholders are entitled to request that DMY redeem all or a portion of his, her or its Public Shares for cash in connection with a proposal to amend the DMY Articles to extend the time period that DMY has to complete a business combination or any other amendment that would affect the substance or timing of DMY’s obligation to redeem Public Shares. DMY amended the DMY Articles on one occasion to extend the time it has to complete a business combination. On January 2, 2024, DMY held a special meeting of shareholders to extend the date by which it must complete a business combination from January 4, 2024 to January 29, 2024, and month to month thereafter up to December 29, 2025, provided that $50,000 is deposited into the Trust Account for each month of the extension. In connection with the extension, 3,980,414 Public Shares were redeemed, representing approximately 37.0% of the Public Shares issued in DMY’s IPO. The DMY Board elected to use all twenty-three extensions and, accordingly, Mr. You made an aggregate of $1,191,667 of Contributions pursuant to the Extension Note.
On December 15, 2025, DMY’s shareholders approved the Second Extension, which allows the DMY Board to elect to extend the Combination Period from December 29, 2025 to January 29, 2026 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend such date up to five times for an additional one month each time, until up to June 29, 2026. No further Contributions are required in connection with the Second Extension. In connection with the shareholder approval of the extension, an aggregate of 12,599 Public Shares were redeemed for an aggregate of approximately $147,778, representing approximately 0.5% of the Public Shares then outstanding. As of the date of this proxy statement/prospectus, the DMY Board has extended the Combination Period, monthly, through February 28, 2026.
Appraisal Rights
Neither Public Shareholders nor DMY warrant holders have appraisal rights in connection with the Business Combination.
Under the MBCA, shareholders are entitled to appraisal rights in the event of a merger or share exchange unless all the shareholders holding marketable securities in the merging corporation are to receive only marketable securities of the surviving corporation and/or cash, or are to receive only cash or marketable securities in the amount they would receive upon dissolution; provided in each case that no director, officer or controlling shareholder has a direct or indirect material financial interest in the merger other than in his capacity as a (i) shareholder of the corporation, (ii) a director, officer, employee or consultant of either the merging or the surviving corporation or of any affiliate of the surviving corporation if the shareholder’s financial interest is pursuant to bona fide arrangements with either corporation or any affiliate, or (iii) in any other capacity so long as the shareholder owns not more than five percent of the voting shares of all classes and series of the corporation in the aggregate.
Regulatory Approvals
Each of DMY and Horizon has agreed to use their respective reasonable best efforts, and to cooperate fully with the other party, to take all actions necessary or desirable to complete the Business Combination, including its reasonable best efforts to (i) obtain all necessary actions, nonactions, waivers, consents, approvals and other authorizations from all applicable authorities or other third parties prior to the Merger Effective Time, (ii) avoid an action by any governmental authority and (iii) execute and deliver any additional instruments necessary to consummate the Business Combination. The parties have determined that the Business Combination is not reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunder. Thus, the Business Combination is not subject to the termination or expiration of any waiting period under the HSR Act. The regulatory approvals to which completion of the Business Combination are subject are described in more detail in the section of this proxy statement/prospectus entitled “The Business Combination — Regulatory Approvals.”
Stock Exchange Listing
Pursuant to the Business Combination Agreement, DMY, Horizon and Holdco agreed to use their respective reasonable best efforts to cause Holdco’s initial listing application with the Stock Exchange in connection with the Business Combination to have been approved.
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Holdco has applied for listing, to be effective at Closing, of the Holdco Class A Ordinary Shares and Holdco Warrants on Nasdaq under the symbols “HQ” and “HQW”, respectively. However, it is important for you to consider that, at the time of the deadline for submitting redemption requests or the Special Meeting, Holdco may not have received from Nasdaq either confirmation of the listing of the Holdco Class A Ordinary Shares and Holdco Warrants or confirmation that approval will be obtained prior to the consummation of the Business Combination, and you will not be notified prior to the deadline for submitting redemption requests or the Special Meeting if Holdco has not yet received such approval or confirmation. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without knowing whether Holdco’s securities will be listed on Nasdaq or another securities exchange and, further, it is possible that such listing may never be achieved and the Business Combination could still be consummated if such condition is waived. Please see the subsection entitled “The Business Combination — Listing of Holdco’s Securities” for additional information.
Comparison of Shareholders’ Rights
If the Business Combination is successfully completed, holders of DMY Common Stock will become holders of Holdco Class A Ordinary Shares, and their rights as shareholders will be governed by the Holdco A&R Constitution, and holders of DMY Warrants will become holders of Holdco Warrants. There are also differences between the laws governing DMY, a Massachusetts corporation, and Holdco, a Singapore public limited company. Please see the section entitled “Comparison of Shareholders’ Rights.”
Recommendation to the DMY Shareholders
The DMY Board, with the advice and assistance of its financial, legal and other advisors, evaluated the terms of the Business Combination Agreement and the transactions contemplated thereby. After careful consideration, the DMY Board unanimously determined that the Business Combination is fair, advisable, and in the best interests of DMY and its shareholders, and approved and adopted the Business Combination Agreement, each ancillary agreement, the Business Combination and the other agreements and transactions contemplated thereby. The Business Combination was not structured to require the approval of at least a majority of DMY’s unaffiliated shareholders because such a vote is not required under Massachusetts law.
The DMY Board believes that each of the Business Combination Proposal, the Advisory Organizational Documents Proposals, and the Adjournment Proposal (if put to a vote) is fair, advisable, and in the best interests of DMY and its shareholders and recommends that DMY Shareholders vote “FOR” each proposal being submitted to a vote of the DMY Shareholders at the Special Meeting.
For a more complete description of the DMY Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the DMY Board, see the subsection entitled “Proposal No. 1 — The Business Combination Proposal — The DMY Board’s Reasons for the Approval of the Business Combination”.
U.S. Federal Income Tax Considerations
For a discussion summarizing material U.S. federal income tax considerations of the SPAC Merger, exercise of redemption rights and the ownership and disposition of Holdco Class A Ordinary Shares and Holdco Warrants received in the Business Combination, please see “Material U.S. Federal Income Tax Considerations”.
Singapore Income Tax Considerations
For a discussion summarizing material Singapore income tax considerations of the Business Combination and the ownership and disposition of Holdco Class A Ordinary Shares and Holdco Warrants received in the Business Combination, see “Material Singapore Tax Considerations.”
Anticipated Accounting Treatment
The Business Combination is anticipated to be accounted for as a reorganization and recapitalization transaction in accordance with U.S. GAAP. Under this method of accounting, DMY will be treated as the “acquired” company and Horizon will be treated as the “accounting acquirer” for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Horizon issuing Horizon Ordinary Shares at the Closing for the net assets of DMY, accompanied by a recapitalization as of the Closing Date. The net assets of DMY will be stated at historical cost, with no goodwill or other intangible assets recorded. As a result, any transaction costs incurred to
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effect the recapitalization represent costs related to issuing equity and raising capital and are recognized as a reduction to the total amount of equity raised rather than an expense recorded as incurred. Operations prior to the Business Combination will be those of Horizon.
Horizon has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
• Horizon’s shareholders will hold a majority of the voting power of the combined company under all redemption scenarios;
• Horizon’s operations will substantially comprise the ongoing operations of the combined company;
• Horizon’s shareholders will have the ability to nominate the majority of the members of the board of directors of the combined company, and
• Horizon’s senior management will comprise the senior management of the combined company.
For more information, see “Proposal No. 1 — The Business Combination Proposal — Anticipated Accounting Treatment for the Business Combination.”
Controlled Company
By virtue of being a controlled company under Nasdaq listing rules, Holdco may elect not to comply with certain corporate governance requirements, including that: a majority of the board of directors must be independent directors; the compensation and nominating committees composed solely of independent directors; the compensation of executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; and director nominees selected or recommended to the board of directors for selection, either by a majority of the independent directors, or a nominating committee composed solely of independent directors. Holdco does not currently expect to rely on these exemptions and intends to fully comply with all corporate governance requirements under the listing standards of Nasdaq. However, if it were to utilize some or all of these exemptions, Horizon would not comply with certain of the corporate governance standards of the Nasdaq, which could adversely affect the protections for other stockholders.
Foreign Private Issuer
Holdco is a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, Holdco is permitted to follow the corporate governance practices of its home country, Singapore, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies. As a result, Holdco’s shareholders may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to Nasdaq corporate governance requirements. Holdco does not currently expect to rely on these exemptions and intends to fully comply with all corporate governance requirements under the listing standards of Nasdaq. However, if it were to utilize some or all of these exemptions, Horizon would not comply with certain of the corporate governance standards of the Nasdaq, which could adversely affect the protections for other stockholders.
As a foreign private issuer, Holdco is also subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules.
Emerging Growth Company
DMY is and Holdco will be an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. DMY has not elected, and Holdco is not expected to elect, to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as emerging growth companies, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Holdco will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the effectiveness of DMY’s IPO registration statement, (b) in which Holdco has total annual revenue of at least $1.235 billion, or (c) in which Holdco is deemed to be a large accelerated filer, which means the market value of its common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which Holdco has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.
Smaller Reporting Company
DMY is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. As a foreign private issuer using foreign private issuer forms for Exchange Act reporting requirements (Forms 20-F and 6-K), Holdco is not permitted to take advantage of the scaled reporting requirements available for smaller reporting companies.
Risk Factors Summary
In evaluating the proposals to be presented at the Special Meeting, shareholders should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page 54. In particular, such risks include, but are not limited to, the following:
Risks Related to Horizon
• Horizon has a history of operating losses and expects to incur significant expenses and continuing losses for the foreseeable future as it invests in ongoing research and development and business operations. Additionally, Horizon may need additional capital sooner than anticipated to pursue its business objectives;
• Horizon is in its very early stages and has a limited operating history, which makes it difficult to forecast the future results of Horizon’s operations. It is also possible quantum computing might never become commercially viable or embraced;
• The quantum computing industry is in its early stages and volatile, and if it does not develop, if it develops slower than Horizon expects, if it develops in a manner that does not require use of Horizon’s quantum computing solutions, or if it encounters negative publicity or if Horizon’s solution does not drive commercial engagement, the growth of Horizon’s business will be harmed;
• Horizon’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate. Even if the market in which Horizon competes achieves its anticipated growth levels, Horizon’s business could fail to grow at similar rates, if at all;
• Horizon depends on advances in technology by other companies and academic institutions; if those advances do not materialize, some of Horizon’s products may not be successfully commercialized;
• If Horizon fails to attract customers, including government entities and large enterprises, and retain and increase the spending of such customers over time, Horizon’s revenue, business, results of operations, financial condition and growth prospects would be harmed;
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• If Horizon cannot maintain and enhance its brand or adequately commercialize its tools, Horizon’s business, results of operations and financial condition could be harmed;
• Horizon relies on third-party quantum hardware providers to deliver the compute necessary for its software to function. The pace of hardware development, including factors like qubit counts, error rates and availability, is outside of Horizon’s control;
• Horizon relies on a limited number of suppliers for the design and manufacturing of the quantum computing equipment that Horizon uses to provide its services. Supply chain disruptions or other restrictions on Horizon’s access to its suppliers could delay Horizon’s ability to deploy such equipment and could have a material adverse effect on Horizon’s business, financial position and results of operations;
• If Horizon is unable to install and maintain a functional quantum computer, Horizon may incur substantial costs and damage to its reputation;
• If quantum hardware providers prefer to offer their own proprietary software infrastructure, Horizon’s ability to commercialize its products will be limited;
• Horizon is highly dependent on Joseph Fitzsimons and Si-Hui Tan, and on its ability to attract and retain senior executive leadership and key employees, such as quantum physicists, software engineers and other key technical employees, who are critical to Horizon’s success;
• Real or perceived errors, failures or bugs in Horizon’s products and services could materially and adversely affect Horizon’s operating results, financial condition and growth prospects;
• Horizon is required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to data privacy and security;
• Horizon may become subject to product liability claims, which could harm Horizon’s financial condition and liquidity if Horizon is not able to successfully defend or insure against such claims;
• Horizon may be unable to obtain, maintain and protect its intellectual property rights and proprietary information such as if the scope of patent protection obtained is not sufficiently broad;
• Horizon may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs;
Risks Related to Ownership of Holdco’s Securities
• Holdco’s only significant asset will be its ownership of Horizon;
• Holdco will incur higher costs as a result of increased scrutiny associated with being a public company, and Holdco’s management will be required to devote substantial time to public company responsibilities;
• Holdco’s management team has limited experience managing and operating a U.S. public company;
• Investors may face difficulties enforcing foreign court judgments against Holdco;
• Holdco will be an emerging growth company, a foreign private issuer and a controlled company;
• Holdco’s dual class share structure with different voting rights will limit investors’ ability to influence corporate matters and could discourage others from pursuing change of control transactions;
• There can be no assurance that Holdco Class A Ordinary Shares and Holdco Warrants will be approved for listing on Nasdaq or that Holdco will be able to comply with the continued listing rules of Nasdaq. An active, liquid trading market for Holdco’s securities may not develop;
• The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an initial public offering and may create risks for Holdco’s unaffiliated investors;
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Risks Related to DMY and the Business Combination
• DMY’s securities were delisted from trading on the NYSE American exchange and are traded on the OTC Markets, which could limit investors’ ability to make transactions in DMY’s securities and subject DMY to additional trading restrictions;
• Neither the DMY Board nor any committee thereof obtained a third-party valuation or fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, you have no assurance from an independent source that the price DMY is paying for Horizon is fair to DMY — and, by extension, its securityholders — from a financial point of view;
• The Sponsor and DMY’s directors and officers and their affiliates have interests in the Business Combination and the proposals described in this proxy statement/prospectus that are different from, or in addition to and/or in conflict with, those of the DMY Shareholders generally;
• Public Shareholders will experience immediate dilution as a consequence of the issuance of Holdco Ordinary Shares as consideration in the Business Combination, potential issuances in connection with financing, and due to future issuances of equity awards to Horizon employees, directors, or consultants;
• The ability of Public Shareholders to exercise redemption rights with respect to a large number of Public Shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares;
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MARKET PRICE, TICKER SYMBOL AND DIVIDENDS
DMY
Trading Market of DMY Securities
The DMY Class A Shares and DMY Public Warrants are traded on the OTCQB and the DMY Units are traded on the OTCID under the symbols “DMYY”, “DMYYU”, and “DMYYW”, respectively. DMY shareholders should know that there may be a very limited market in which DMY’s securities are traded, the trading price of DMY’s securities may be adversely affected, and the DMY Class A Shares may be deemed to be a “penny stock”. DMY 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. See “Risk Factors — Risks Related to DMY and the Business Combination — DMY’s securities were delisted from trading on the NYSE American exchange and trade on the OTC Markets, which could limit investors’ ability to make transactions in DMY’s securities and subject DMY to additional trading restrictions.”
On September 8, 2025, the last trading day before announcement of the execution of the Business Combination Agreement, the closing price of the DMY Class A Shares on NYSE American was $12.03, the closing price of the DMY Units on NYSE American was $14.04, and the closing price of the DMY Public Warrants on NYSE American was $0.94. As of January 28, 2026, the closing price of the DMY Class A Shares on OTCQB was $12.45, the closing price of the DMY Units on OTCID was $11.10, and the closing price of the DMY Public Warrants on OTCQB was $2.53. Holders of DMY’s securities should obtain current market quotations for the securities. The market price of DMY’s securities could vary at any time prior to the Closing. Market price information regarding the DMY Class B Shares is not provided here because there is no established public trading market for the DMY Class B Shares.
Holders
As of February 6, 2026, the Record Date, there were 3 record holders of DMY Class A Shares, 1 record holder of DMY Class B Shares, 1 record holder of DMY Units, and 2 record holders of DMY Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose shares of DMY Common Stock, DMY Units, and DMY Warrants are held of record by banks, brokers and other financial institutions.
Dividends
DMY has not paid any cash dividends to its shareholders to date and does not intend to pay cash dividends prior to the completion of the Business Combination.
Holdco and Horizon
Historical market price information regarding Holdco and Horizon is not provided because there is no public market for their respective securities.
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RISK FACTORS
Risks Related to Horizon
Unless the context otherwise requires, references in this subsection “— Risks Related to Horizon” to “we”, “us”, and “our” generally refer to Horizon in the present tense or Holdco from and after the Business Combination.
Risks Related to Our Business and Industry
We will require a significant amount of cash as we invest in ongoing research and development and business operations. Additionally, we may need additional capital sooner than anticipated to pursue our business objectives, respond to business opportunities, challenges or unforeseen circumstances and we cannot be sure that additional financing will be available. If we are unable to raise additional funding when needed, we may be required to delay, limit or substantially reduce our development efforts.
Our business and future plans for expansion are research and development intensive and the specific timing of cash inflows and outflows may fluctuate substantially from period to period for such endeavors. For example, in addition to our continuing investment in our technology roadmap, we continue to invest in the expansion of and upgrades to our modular quantum hardware testbed and infrastructure, cloud computing resources, ongoing commercialization efforts, global talent acquisition and the professional and legal costs associated with our planned Business Combination. The actual amounts we may be required to spend on these and other matters could be significant, and may exceed our expectations.
We believe that upon the completion of the Business Combination, the proceeds of the Business Combination, including the PIPE Investment, Additional Financing, and funds remaining in the Trust Account, together with our other existing cash, cash equivalents and marketable securities will be sufficient to meet our anticipated operating cash needs for at least the next 12 months based on our current business plan, and expectations and assumptions considering current macroeconomic conditions. Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations or other transactions. In addition, we may seek additional capital even if we believe that we have sufficient funds for current or future operating plans. Such financings may result in dilution to shareholders, the issuance of securities with priority as to liquidation and dividend and other rights more favorable than ordinary shares, the imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business. Any funds we raise may not be sufficient to fund our operations or enable us to continue to implement our long-term business strategy. Further, our ability to raise additional capital may be adversely impacted by worsening global economic conditions, disruptions to and volatility in the credit and financial markets in the United States and current and future military conflicts and wars around the world including related sanctions, tariffs and trade protection measures. There can be no assurance that deterioration in credit and financial markets and loss of confidence in economic conditions will not occur. A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our products and services and our ability to raise additional capital when needed on acceptable terms, if at all. If the equity and credit markets deteriorate, it may make any necessary financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could impair our ability to achieve our growth strategy, could harm our financial performance and stock price, could require us to delay or abandon our business plans and could require us to delay, limit or substantially reduce our development efforts.
If we are unable to obtain sufficient capital we would be unable to fund our operations and may be required to evaluate alternatives, which could include dissolving and liquidating our assets in which case we may receive less than the value at which those assets are carried on our audited financial statements, and/or seeking protection under bankruptcy laws. A determination to file for bankruptcy could occur at a time that is earlier than when we would otherwise exhaust our cash resources, and it is unclear to what extent we would be able to pay our obligations, and to what extent any assets would be available for distribution to shareholders. This could potentially cause us to cease operations and result in a complete or partial loss of your investment in our securities. We cannot anticipate all of the ways in which the economic climate and financial market and geopolitical conditions could adversely impact our business.
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There can be no assurance that financing will be available to us on favorable terms, or at all. In addition, our ability to raise additional capital through the sale of securities could be significantly impacted by the resale of our securities by holders of our securities which could result in a significant decline in the trading price of our securities and potentially hinder our ability to raise capital at terms that are acceptable to us or at all.
We are in our very early stages and have a limited operating history, which makes it difficult to forecast the future results of our operations. It is also possible quantum computing might never become commercially viable or embraced. Our technology roadmap, including the anticipated milestones and timing thereof, may change.
Our business was founded in 2018, and we began developing our current quantum software development tools that same year. As a result of our limited operating history, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Our ability to generate revenues will largely be dependent on our ability to develop our products and services within the quantum computing industry and on the further development and commercialization of quantum computers and their software infrastructure. We are still in the technology development phase of our business plan. Our scalable business model has not been formed as of yet and our technology roadmap may not be realized as quickly as hoped, or even at all. In the future, we may fail to meet publicly announced milestones or fail to meet projected technological milestones. We may further update our technology roadmap in the future, including anticipated milestones and anticipated timeline for milestones. The development of our scalable business model will likely require the incurrence of a substantially higher level of costs than incurred to date, while our revenues will not substantially increase unless and until more powerful, scalable, higher performing computers are produced and commercially available to our potential customers, which requires a number of technological advancements which may not occur on the currently anticipated timetable or at all. As a result, any financial results we achieve in future periods should not be considered indicative of our performance for periods subsequent to those periods. Further, in future periods, our growth could slow or decline for a number of reasons, including but not limited to slowing demand for sales of our quantum software development tools, increased competition, changes to technology, inability to scale up or improve performance of our technology, a decrease in the growth of the market, or our failure, for any reason, to continue to take advantage of growth opportunities.
We are early in our development efforts and we have only recently begun to commercialize our products and services. Our business model is predicated on quantum computing becoming both commercially viable and embraced by our potential customers and target industries. In the event the quantum computing fails to generate meaningful results at a commercially viable cost, we may need to adapt our business model and technology roadmap in response.
We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties and our future growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer. Our success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years from our company and quantum computing hardware companies. There is no certainty these research and development milestones will be achieved as quickly as hoped, or even at all.
The quantum computing industry is in its early stages and volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our quantum computing solutions, or if it encounters negative publicity or if our solution does not drive commercial engagement, the growth of our business will be harmed.
The nascent market for quantum computer and quantum computing solutions is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards and changing customer demands and behaviors. If demand for quantum computers and quantum solutions in general does not develop as expected, or develops more slowly than expected, our business, prospects, financial condition and operating results could be harmed.
In addition, our growth and future demand for our products is highly dependent upon the adoption by developers and customers of quantum computers, as well as on our ability to demonstrate the value of quantum computing to our potential customers. Delays in future generations of our quantum development tools or technical failures at other quantum computing companies could limit acceptance of our solutions. Negative publicity concerning our solutions or
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the quantum computing industry as a whole could limit acceptance of our solutions. We believe quantum computing will solve many large-scale problems. However, such problems may never be solvable by quantum computing technology, which will limit the overall market and interest in quantum computing based applications.
If our future clients and partners do not perceive the benefits of our solutions, or if our solutions do not drive member engagement, then demand for our products may not develop at all, or it may develop slower than we expect. If any of these events occur, it could have a material adverse effect on our business, financial condition or results of operations.
Our current business model is built on the assumption that our quantum algorithm synthesis technology can effectively convert classical code into practical, quantum-accelerated applications. However, there is no guarantee that our toolchain will consistently generate quantum applications that outperform classical solutions. If our software cannot deliver a meaningful performance advantage, the market for our products and services may not develop as we anticipate which would materially harm our business and financial prospects.
Our current business model is predicated on the successful development and market adoption of our quantum algorithm synthesis technology. While we believe this technology will enable us to convert classical code into practical, quantum-accelerated applications, there can be no guarantee that we will be successful in doing so. Our existing software toolchain, while functional, may not consistently produce quantum applications that provide a meaningful performance advantage over existing classical solutions.
Specifically, demonstrating a clear and consistent performance advantage is difficult due to several factors, including:
• the benchmark for what constitutes a “meaningful advantage” is evolving. Classical computing methods and algorithms are continuously improving, and a problem that is difficult for classical computers today may become easier in the future, eroding our potential advantage. Additionally, even if we are able to produce a meaningful advantage when compared with classical computing methods, there is no guarantee we will be able to deliver these results at a commercially reasonable price point for our intended customers;
• currently available quantum computers, including our own hardware testbed, have limitations in terms of qubit count, error rates and stability. These limitations can hinder our ability to run complex algorithms and demonstrate a tangible performance gain over classical supercomputers;
• the number of practical, real-world problems for which quantum computing offers a clear and demonstrable advantage remains limited. If we are unable to identify and commercialize compelling use cases where our software consistently outperforms classical methods, our ability to attract and retain customers will be harmed; and
• if the applications generated by our software do not significantly outperform their classical counterparts in terms of accuracy or efficiency, the market for our products and services may not develop as we anticipate. In this scenario, potential customers may not see a compelling reason to invest in our technology, which would severely harm our business and financial prospects.
We will have broad discretion in how we can use our capital resources upon the Closing of the Business Combination. If we fail to manage our capital resources effectively, our business, financial condition, operating results and cash flow could be adversely affected.
As previously reported on December 4, 2025, DMY, Holdco and Horizon entered into PIPE Subscription Agreements with certain institutional investors. Pursuant to the PIPE Subscription Agreements we will receive aggregate gross proceeds of $110 million upon the Closing. We intend to use our capital resources for general working capital purposes. However, management will have broad flexibility and discretion in applying the net proceeds of the PIPE for working capital. Our shareholders will be relying on the judgment of management with regard to the use of these proceeds, and they will not have the opportunity, as part of their investment decision, to assess whether the proceeds are being used in a way they approve. Our executive officers have limited experience with managing capital of similar to the gross proceeds contemplated in the PIPE, as a result it is possible that the net proceeds will
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be invested in a way that does not yield a favorable, or any, return for us. The failure of our executive officers to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.
We rely on third-party quantum hardware providers to deliver the compute necessary for our software to function. The pace of hardware development, including factors like qubit counts, error rates and availability, is outside of our control. If the underlying hardware ecosystem does not mature as quickly as we expect, or if a major hardware provider fails, it could create delays for our business and severely impact our ability to deliver solutions to potential customers.
We rely on third-party providers for the quantum computing power essential to our software’s operation. This dependence exposes our business to substantial risks, as the pace and quality of hardware development are entirely outside our control. The quantum computing industry is still in its nascent stage, and the hardware landscape is characterized by rapidly changing technology and a limited number of viable providers. The performance and functionality of our software are critically dependent on the technical specifications of the underlying hardware. Two of the most important metrics are:
• Qubit Count — The number of qubits in a quantum computer directly determines the complexity of the problems it can handle. Our applications are designed to address problems that are intractable for classical computers, and these require a sufficient number of qubits to execute. If a provider’s hardware roadmap for scaling qubit counts is not delivered on schedule, our ability to deliver on our own technology roadmap may be severely compromised.
• Error Rates — Quantum systems are highly susceptible to errors due to the fragile nature of qubits. These errors can corrupt computations and make results unreliable. Our software is designed with certain assumptions about hardware error rates. If the actual error rates of a provider’s hardware are higher than anticipated, it could require significant modifications to our software to mitigate these errors, leading to delays and increased development costs. For our software to be truly effective, the hardware must have low enough error rates to allow for the use of quantum error correction techniques, which are necessary for complex and long-running algorithms. The threshold for this is generally considered to be below a 1% error rate for two-qubit gates on a reliable basis, a metric still being perfected by many providers.
We rely on a small number of third-party providers; a failure or significant setback at any one of them could have a material and adverse effect on our business. If a major provider experiences a technical failure, ceases operations, or changes its business model in a way that makes their hardware inaccessible or prohibitively expensive, it may affect our services or business model. Should we need to transition to an alternative provider, we may face difficulties securing one on acceptable terms or with the capabilities required to support our systems. Given the early-stage nature of the quantum computing industry, our options for alternative providers may be significantly limited. Furthermore, if the development of quantum computing hardware does not progress as expected or if such hardware becomes unavailable to us or our providers, our business could also be adversely impacted.
Customers may not perceive the value proposition of a classical-to-quantum compilation toolchain or may prefer alternative methods for developing quantum applications or programs.
Our business depends on the adoption and continued use of our classical-to-quantum compilation toolchain by organizations and developers seeking to build and deploy quantum applications. The market for quantum computing is still nascent and rapidly evolving, and potential customers may not yet fully understand or appreciate the advantages of our toolchain. Our potential customers may also determine that existing or alternative development methods such as manually optimized quantum code, hardware-specific programming environments, or competing software platforms better meet their needs, budget, or technical requirements.
If potential customers do not recognize the value of our solution, or if alternative approaches gain broader acceptance, our ability to acquire new users, grow revenues and achieve or sustain profitability could be materially and adversely affected. Additionally, significant investment in educating the market or adapting our offerings to align with customer preferences could increase operating expenses and delay or reduce our expected growth.
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We invest significantly in research and development, and to the extent our research and development investments do not translate into new capabilities or material enhancements to Triple Alpha, or any new platform we may create, or if we do not use those investments efficiently, our business and results of operations would be harmed.
A key element of our strategy is to invest significantly in our research and development efforts to develop new products and enhance our existing products to address additional applications and markets. In the six months ended June 30, 2025 and the fiscal years 2024 and 2023, our research and development expenses were 59.3%, 44.0%, and 44.7% of our operating losses, respectively. If we do not spend our research and development budget efficiently or effectively on compelling innovation and technologies, our business could be harmed and we may not realize the expected benefits of our strategy. Moreover, research and development projects can be technically challenging and expensive. The nature of these research and development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we are able to offer compelling products and generate revenue, if any, from such investment. Additionally, anticipated customer demand for a product we are developing could decrease after the development cycle has commenced, and we would nonetheless be unable to avoid substantial costs associated with the development of any such product. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of products that are competitive in our current or future markets, it could harm our business and results of operations.
Furthermore, our ability to increase any future revenue and attract potential customers will depend in significant part on our ability to anticipate and respond effectively to rapid technological changes and market developments as well as the evolving quantum computing landscape. The success of our Triple Alpha platform, and any other platform we may create, depends on our ability to take such changes into account and invest effectively in our research and development organization to increase the reliability, availability and scalability of our existing solutions and introduce new solutions. If we fail to effectively anticipate, identify or respond to such changes in a timely manner, or at all, our business could be harmed. Even if we adequately fund our research and development efforts there is no guarantee that we will realize a return on such efforts, either monetarily or in the form of increased performance of our existing and future platforms.
We have a history of operating losses and expect to incur significant expenses and continuing losses for the foreseeable future. In addition, we have never generated any material revenue from product sales and may never be profitable.
We incurred net losses of S$10.3 million and S$7.5 million for the six months ended June 30, 2025 and for the years ended December 31, 2024, respectively. As of June 30, 2025, we had an accumulated deficit of S$31.6 million. We believe that we will continue to incur operating and net losses each quarter until at least the time we begin generating significant revenue from our quantum software development tools, which may never occur.
We may incur significantly higher losses in future periods as we, among other things, continue to make significant expenses in connection with the design and development of our software development tools; as we expand our research and development activities; increase the size and scope of our facilities; expand our number of developers; increase our sales and marketing activities; develop our infrastructure; and increase our general and administrative functions to support our growing operations and our being a public company.
We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses. If we are unable to achieve and sustain profitability, or if we are unable to achieve the growth that we expect from these investments, it could have a material adverse effect on our business, financial condition or results of operations. Our business model is unproven and may never allow us to cover our costs.
We currently generate no meaningful revenue and we may never be able to develop our technology or a marketable product. Our ability to generate meaningful revenue, which we do not expect to occur for several years, if ever, remains uncertain. Many factors could affect any future profitability, including but not limited to costs of development, consumer reception to our products, unpredictable market conditions, as well as unforeseen events. There is a possibility that we may never generate revenue or generate adequate revenue to operate profitably or continue as a going concern.
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If we cannot successfully execute on our strategy, including due to changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed.
The quantum computing and software development markets are characterized by rapid technological change, changing user requirements, uncertain product lifecycles and evolving industry standards. We believe that the pace of innovation will continue to accelerate as technology changes and different approaches to quantum computing mature on a broad range of factors, including system architecture, error correction, performance and scale, ease of programming, user experience, markets addressed, types of data processed and data governance and regulatory compliance. Our future success depends on our ability to continue to innovate and increase future customer adoption of our products and services. If we are unable to enhance our products and services to keep pace with these rapidly evolving potential customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, with better functionality, more conveniently, or more securely than our platform, our business, financial condition and results of operations could be adversely affected.
While the potential market for our quantum computing software tools is very broad, our achievement of commercial successes will require continued research and development in order for our products and services to fully address the software market, and if that research and development is not successful this may limit adoption of our products and services to a narrow range of potential customers. If we cannot successfully attract a broad range of future customers to our quantum computing software development tools, our business will be negatively impacted and could fail.
Even if we are successful in executing on our product roadmap and strategy and delivering increasingly more effective quantum computing software development tools and services, competitors in the industry may achieve technological breakthroughs that render our products and services obsolete or inferior to other products and services or that can be offered at lower costs than our products and services.
Our continued growth and success depend on our ability to innovate and develop quantum software technology in a timely manner and effectively market these products. Without the timely introduction of new products, services and enhancements that comply with changing laws and standards, including through the use of new and emerging technologies (e.g., artificial intelligence and machine learning), we could be at a competitive disadvantage and our offerings could become technologically or commercially obsolete over time, in which case our revenue and operating results would suffer. Any technological breakthroughs which render our technology obsolete or inferior to other products could have a material effect on our business, financial condition or results of operations.
Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate. Even if the market in which we compete achieves its anticipated growth levels, our business could fail to grow at similar rates, if at all.
Our success will depend upon our ability to expand, scale our operations, generate sales and enhance our corresponding support capability. Even if the market in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all.
Our growth is dependent upon our ability to successfully sell quantum software development tools, expand our solutions and services, bring in new customers, retain such new customers, and retain critical talent. Unforeseen issues associated with scaling up and constructing quantum computing technology at commercially viable levels could have a negative impact on our business, financial condition and results of operations. We do not have experience with supplying a large number of customers with our tools and services, or the sale and retention to new customers. Our growth and long-term success will depend upon the development of our sales and retention capabilities.
Moreover, because of our differentiated technology, our potential customers will require particular support and service functions, some of which are not currently available, and may never be available. If we experience delays in adding such support capacity or servicing our potential customers efficiently or experiencing unforeseen issues with the reliability of our technology, we could overburden our servicing and support capabilities. Similarly,
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increasing the number of our products and services would require us to rapidly increase the availability of these services. Failure to adequately support and service our potential customers may inhibit our growth and ability to expand.
There is no assurance that we will be able to scale our business to meet our sales and distribution targets globally, that expected growth levels will prove accurate or that the pace of growth or coverage of our customer infrastructure network will meet future customer expectations. For example, our competitors may achieve certain narrow and/or broad quantum milestones faster than us, which may negatively impact our business and prospects. Failure to grow at rates similar to that of the quantum computing industry may adversely affect our operating results and ability to effectively compete within the industry.
Reductions in research and development spending by academic institutions and other research entities could limit demand for our products and services and adversely affect our business, operating results, financial condition and future prospects.
The demand for our current and future quantum computing platforms and software tools may depend in part on the research and development budgets of academic institutions and research entities, which are subject to various factors beyond our control, including:
• decreases in government funding for quantum computing and broader scientific research initiatives;
• changes to grant programs that support research institutions, including shifts in funding priorities or administrative processes that extend funding cycles;
• macroeconomic conditions and shifts in the political landscape;
• academic and industry perceptions of the utility, scalability and readiness of quantum computing solutions;
• researchers’ and institutional stakeholders’ evaluations of the performance and reliability of our quantum hardware and software offerings;
• citation and recognition of our technology in peer-reviewed quantum research publications;
• emerging changes in national or international regulatory frameworks impacting quantum technologies;
• variations in procurement and funding cycles, especially for government-backed or grant-funded organizations, where purchasing decisions often align with fiscal year-end timelines;
• competitive developments in quantum hardware, software, or pricing strategies;
• the pace of market adoption and maturity of quantum computing technologies; and
• institutional and governmental efforts to consolidate infrastructure, reduce redundancy and contain costs.
In addition, funding agencies at various governmental levels may face fiscal pressures that could lead to reduced budgets, lower grant allocations, or restructured funding programs. Such developments could limit the ability of academic institutions and other research entities to procure our products or invest in emerging quantum initiatives. For instance, while agencies such as the U.S. Department of Energy (DOE) and the National Science Foundation (NSF) have increased their investment in quantum research in recent years through programs like the National Quantum Initiative, funding levels may fluctuate due to political or economic shifts. A reduction in appropriations or delays in grant approvals from these or similar institutions, such as the European High-Performance Computing Joint Undertaking (EuroHPC) or Japan’s Quantum Technology Innovation Strategy programs, could diminish funding available for quantum research. This, in turn, could lead to fewer opportunities for us to sell our products and services to research institutions, negatively impacting our financial performance.
Any material decrease in the budgets or expenditures of our potential customers, or a reduction in the scale, frequency, or scope of their quantum R&D investments, could materially and adversely affect our business, results of operations, financial condition and growth prospects.
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We depend on advances in technology by other companies and academic institutions, if those advances do not materialize, some of our products may not be successfully commercialized.
Our quantum computing solutions depend on continued innovation in areas such as quantum hardware, error correction and cryogenics, much of which is being developed by third parties, including academic institutions, national labs and specialized technology companies. We do not control the pace or success of these external efforts. Delays or failures in these areas could hinder our ability to bring certain products to market, impact performance expectations, or increase development costs. As a result, our commercial prospects could be materially and adversely affected if the broader ecosystem does not progress as anticipated.
If we fail to effectively manage our growth, our business and results of operations could be harmed.
Our failure to manage growth effectively could harm our business, results of operations and financial condition. We anticipate that a period of significant expansion will be required to facilitate potential growth. This expansion will place a significant strain on our management, operational and financial resources. For example, expansion of and upgrades to our facilities and systems is continual and ongoing, and we may not complete expansions and upgrades on terms originally anticipated, in a timely manner or at all, which could have a material impact on our business, financial condition or results of operations. Expansions and upgrades require significant cash investments and management resources and there is no guarantee that there will be future sales of our products or services, or that we will be able to avoid cost overruns or be able to hire additional personnel to support us. In addition, we also need to ensure our compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of our products.
To manage the growth of our operations and personnel, we must establish and maintain appropriate and scalable operational and financial systems, procedures and controls and establish and maintain a qualified finance, administrative and operations staff. We may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and exploit potential strategic relationships and market opportunities.
If we fail to attract customers and retain and increase the spending of such customers over time, our revenue, business, results of operations, financial condition and growth prospects would be harmed.
Even if the quantum computing industry, in which we compete, achieves the forecasted growth, our business could fail to grow at similar rates, if at all. Our success will depend upon our ability to expand our platform’s capabilities, scale our operations, build and increase our sales capability, and successfully complete professional services projects, that may or may not progress to in-production applications. Unforeseen issues associated with scaling up and access to quantum computing technology at commercially viable levels could negatively impact our business, financial condition and results of operations.
Our growth is dependent upon our ability to successfully market and sell quantum computing software and development tools. We plan to utilize various unpaid content marketing strategies, including customer events, seminars, webinars, blogs, thought leadership and social media engagement and third-party event sponsorship, to attract prospective users of our development platform and services. These unpaid or paid efforts may not attract a sufficient volume and quality of traffic to our development platform and services, in the future, we may be required to increase our marketing spend to achieve our volume and quality of traffic targets.
We do not have the history with revenue-producing solutions or pricing models necessary to accurately predict optimal pricing necessary to attract new customers and retain such customers.
We may need to identify solutions that can act as sources of revenue or change our pricing model from time to time. As the market for our platform matures, or as competitors introduce new solutions that compete with ours, we may be unable to attract potential customers at the same prices or based on the same pricing models that we intend to implement. Our assessments of competitive pricing may not be accurate and we could be underpricing or overpricing our platform and services. Our limited history of selling quantum software development tools and services means we do not have long-term market data on the optimal method of pricing our services and maximizing the opportunities they represent. In addition, if the offerings on our platform or our services change, we may need to revise our pricing strategies. Any such changes to our pricing strategies or our ability to efficiently price our offerings could adversely affect our business, results of operations and financial condition. In addition, as we continue to
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expand internationally, we also must determine the appropriate pricing strategy to enable us to compete effectively internationally. Pricing pressures and decisions could result in reduced sales, reduced margins, losses or the failure of our platform to achieve or maintain more widespread market acceptance, any of which could negatively impact our overall business, results of operations and financial condition. Moreover, larger organizations, which are a primary focus of our direct sales efforts, may demand substantial price concessions. As a result, we may be required to price below our targets in the future, which could adversely affect our revenue, gross margin, profitability, cash flows and financial condition.
Our business and growth are dependent on the success of our strategic relationships with third parties.
We depend on, and anticipate that we will continue to depend on, various third-party suppliers in order to sustain and grow our business. Failure of any of these suppliers to continue to provide products and services to maintain, support or secure their technology platforms or our integrations, or errors or defects in their technologies, products or services, could adversely affect our relationships with our potential customers, damage our brand and reputation and result in delays or difficulties in our ability to provide our platform. Shortages or supply interruptions in any of these components will adversely impact our financial performance.
Our platform and products depend on the ability to access and integrate with third-party quantum computing and quantum computer providers. Currently, our software integrates with a number of quantum hardware providers; should we lose the ability to integrate with a number of these providers our business would be adversely harmed. We also depend on the cloud-based quantum services of providers to provide our partners and potential customers with access to remote quantum processors. Additionally, our modular hardware testbed currently relies on the operations, supply chains and services of key quantum hardware and service providers. Any disruption or failure to maintain these relationships, or any significant changes to the technologies they provide, would directly impact our ability to deliver our platform and services.
If we cannot maintain our company culture as we grow, we could lose our innovation, teamwork, passion and focus on execution that we believe contribute to our success and our business may be harmed.
We believe that our corporate culture has been a contributor to our success, which we believe fosters innovation, teamwork, passion and focus on building and marketing our Triple Alpha platform. As we grow, we may find it difficult to maintain our corporate culture. Any failure to preserve our culture could harm our future success, including our ability to retain and recruit personnel, innovate and operate effectively and execute on our business strategy. Additionally, our productivity and the quality of our solutions may be adversely affected if we do not integrate and train our new employees quickly and effectively. If we experience any of these effects in connection with future growth, it could impair our ability to attract new customers, retain such customers and expand their use of our Triple Alpha platform, and/or any other new platforms that we develop, all of which would adversely affect our business, financial condition and results of operations.
If we cannot maintain and enhance our brand or adequately commercialize our tools, our business, results of operations and financial condition could be harmed.
We believe that maintaining and enhancing our reputation as a differentiated and category-defining company is critical to our ability to attract customers. The successful promotion of our brand attributes will depend on a number of factors, including our marketing efforts, our ability to continue to develop high-quality products, our ability to minimize and respond to errors, failures, outages, vulnerabilities, or bugs and our ability to successfully differentiate our products from competitive products. In addition, independent industry analysts often provide analyses of products offered in our space, and perception of the relative value of our products in the marketplace may be significantly influenced by these analyses. If these analyses are negative, or less positive as compared to those of our competitors’ products, our brand may be harmed.
The promotion of our brand requires us to make substantial expenditures, and we anticipate that the expenditures will increase as our market becomes more competitive, as we expand into new markets and as more sales are generated through our partners. To the extent that these activities yield increased revenue, this revenue may not offset the increased expenses we incur. If we do not successfully maintain and enhance our brand, our business may not grow, we may have reduced pricing power relative to competitors and we could lose potential customers or fail to attract new customers, any of which could harm our business, our results of operations and financial condition.
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Any future indebtedness may limit our flexibility in obtaining additional financing and in pursuing other business opportunities or operating activities.
We do not currently have any indebtedness outstanding. We have the ability to incur debt in the future. Our level of debt could have important consequences to us, including the following:
• our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
• if we incur a significant amount of debt, we may need a substantial portion of our cash flow to make principal and interest payments on our debt, reducing the funds that would otherwise be available for investment in operations and future business opportunities;
• if we incur a significant amount of debt, our debt level will make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally; and
• if we incur a significant amount of debt, our debt level may limit our flexibility in responding to changing business and economic conditions.
Our ability to service any future debts will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to service any future indebtedness, we will be forced to take actions such as reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms to us or at all.
The markets in which we participate are intensely competitive, and if we do not compete effectively, our business, results of operations and financial condition could be harmed. Additionally, competitive pressures may put pressure on our pricing, which may require us to reduce our pricing in order to provide competitively priced access to our products and services.
The markets for our solutions are fragmented, rapidly evolving and highly competitive. We face competition from both traditional, larger software vendors offering developer tools and smaller companies offering point products for features and use cases. Many of our competitors have significantly greater financial resources and expertise in research and development, bringing products to market and possess recognizable brands and strong institutional and commercial relationships in comparison to us. Our principal competitors vary depending on the product category and include IBM (Qiskit), Classiq and Microsoft Quantum Development Kit. In addition, some of our competitors may make acquisitions to offer a more comprehensive product or service offering, which may allow them to compete more effectively with our products. We expect this trend to occur as companies attempt to strengthen or maintain their market positions in an evolving industry. Following such potential consolidations, companies may create more compelling product offerings and be able to offer more attractive pricing options, making it more difficult for us to compete effectively. Smaller or early-stage companies may also prove to be significant competitors, particularly if they pursue competing solutions through collaborative arrangements with large and established companies, such as IBM, Microsoft and Google.
Our competitors, particularly our competitors with much greater financial and operating resources, may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or future customer requirements. With the adoption of new technologies, such as AI and machine learning, and new market entrants, we expect competition to intensify in the future. For example, our competitors may more successfully incorporate AI into their products, gain or leverage superior access to certain AI technologies and achieve higher market acceptance of their AI solutions. In addition, as we continue to expand our focus into new use cases or other product offerings beyond software development teams, we expect competition to increase. Pricing pressures and increased competition generally could result in reduced sales, reduced margins, losses, or the failure of our products to achieve or maintain more widespread market acceptance, any of which could harm our business, results of operations and financial condition.
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Many of our current and potential competitors have greater resources than we do, with established marketing relationships, large enterprise sales forces, access to larger customer bases, pre-existing customer relationships and major distribution agreements with consultants, system integrators and resellers. Additionally, our potential customers, particularly large organizations, have elected and may in the future elect to develop or acquire their own internal collaboration and productivity software tools that would reduce or eliminate the demand for our solutions.
Our competitors have extensive experience in developing and protecting intellectual property and may develop and patent processes or products earlier than us, obtain regulatory approvals for competing products more rapidly than we are able to and develop more effective and less expensive products or technologies that would render our products non-competitive or obsolete. We may also face intellectual property litigation risks if competitors assert patents or other intellectual property rights that overlap with our technologies or product offerings.
Our products seek to serve multiple industries, and we are subject to competition from a wide and varied field of competitors, including classic compute-based solutions. Some competitors, particularly new and emerging companies with sizeable venture capital investment, could focus all their energy and resources on one product line or use case and, as a result, any one competitor could develop a more successful product or service in a particular market we serve which could decrease our market share and harm our brand recognition and results of operations. For all of these reasons and others we cannot anticipate today, we may not be able to compete successfully against our current and future competitors, which could harm our business, results of operations and financial condition.
The markets for our products and services in general are competitive. Competition in these markets may increase further if economic conditions or other circumstances cause customer bases and client spending to decrease and service providers to compete for fewer client resources. Our competitors may be able to make more attractive offers to our potential customers, or may be able to respond more quickly to new or emerging technologies or changes in user requirements. Increased competition could result in lower revenues and higher expenses, which would reduce our profitability.
An element of our business is currently dependent upon our relationship with our cloud providers. There are no assurances that we will be able to commercialize our business from our relationships with cloud providers.
We currently depend on the cloud-based quantum services of providers. The companies that own these public clouds have internal quantum computing efforts that are competitive to our technology. There is risk that one or more of these public cloud providers could use their respective control of their public clouds to embed innovations or privileged interoperating capabilities in competing products, bundle competing products, provide us with unfavorable pricing, leverage their public cloud customer relationships to exclude us from opportunities, and treat us and our end users differently with respect to terms and conditions or regulatory requirements than they would treat their similarly situated customers. Further, they have the resources to acquire or partner with existing and emerging providers of competing technology and thereby accelerate adoption of those competing technologies. All of the foregoing could make it difficult or impossible for us to provide products and services that compete favorably with those of the public cloud providers. Any material change in our contractual and other business relationships with our public cloud providers could result in harm to our brand and reputation and reduced use of our systems, which could have a material adverse effect on our business, financial condition and results of operations.
Our business relies on the ability of Triple Alpha, or any other platform we create, to be portable and effective across different quantum computing hardware platforms (e.g., superconducting, trapped ion, etc.). We will also need to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, or changing customer needs, requirements or preferences, to prevent our solutions from becoming less competitive. If we are unable to develop or maintain the necessary integrations, if quantum hardware providers prefer to offer their own proprietary software infrastructure, and if our products and services become less competitive, our ability to commercialize our products will be limited and our business, financial condition and results of operations will be harmed.
Our business model assumes that our software, Triple Alpha, or any other platform we create, can be a compelling and universal tool, effective across a variety of quantum computing hardware platforms. The introduction of new technologies will continue to have a significant effect on competitive conditions to which we are subject. In order to continue to provide value for our future customers, we must offer innovative solutions that allow our future customers
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to develop and operate quantum software code and applications. Certain technologies and industry developments may negatively impact our ability to compete within certain industry segments. In the event our competitors develop software ecosystems that are closed or limit the interoperability of our solutions, we will be less competitive and less attractive to prospective customers.
Our success is dependent on our ability to develop and maintain the necessary integrations for each of these diverse platforms. Quantum hardware is in its early stages and is not standardized. The underlying architecture and control systems for a superconducting quantum computer are fundamentally different from those of a trapped ion machine. Therefore, to be truly “platform-agnostic,” we must dedicate resources to building and constantly updating distinct software interfaces for each major hardware type. If we fail to keep up with the rapid pace of hardware development, our software could become obsolete on a particular platform, effectively locking our products and services out of a portion of the market. While we are actively engaged in collaborations with multiple leading quantum hardware providers and are developing a modular software architecture designed to adapt quickly to new hardware platforms as they emerge, there can be no assurance that these relationships will result in our ability to adapt quickly to any potential hardware changes.
To keep pace with technological and competitive developments, we have in the past invested and may continue to invest in complementary businesses, technologies, products, services and other assets that expand the products and services that we can offer prospective customers. We may make these investments without being certain that they will result in products or enhancements that will be accepted by prospective customers or that will achieve market acceptance. If we are unable to successfully enhance our products and services to meet evolving customer requirements, increase adoption and use cases of our solution and develop new services and solutions, then our business, financial condition and results of operations would be adversely affected.
Additionally, quantum hardware providers may choose to build and promote their own proprietary software infrastructure. Many hardware manufacturers already offer their own tools and software development kits (SDKs) that are optimized for their specific machines. We do not control the development of such technologies, and so it may be possible in the future that the components of the underlying technologies that interface with or are built into our solution develop in ways that are not beneficial to our growth and technological capabilities. If these providers create “walled gardens” around their hardware, and incentivize their customers to use their in-house software, our business could be materially and adversely harmed. Our ability to commercialize Triple Alpha, or any other platform we create, would be severely limited if we are unable to secure partnerships or if the market develops a preference for single-vendor solutions. This could significantly harm our business, financial condition and results of operations. While we have taken steps to mitigate the risks that proprietary software infrastructure may pose to our business, there is no guarantee our efforts will be successful. Furthermore, if these technologies do not continue to be improved or are replaced with alternative technologies that we do not effectively adapt to, our ability to innovate may be diminished and our market appeal and value to customers may be harmed.
We rely on a limited number of suppliers for the design and manufacturing of the quantum computing equipment that we use to provide our services. Supply chain disruptions or other restrictions on our access to our suppliers could delay our ability to deploy such equipment and could have a material adverse effect on our business, financial position and results of operations.
We rely on a limited number of suppliers for the design and manufacturing of the quantum computing equipment that we use to provide our services. We generally purchase these components on a purchase order basis, and do not have long-term contracts guaranteeing supply. Our reliance on these suppliers exposes us to risks, including reduced control over development costs and constraints based on the then current availability, terms and pricing of these components. If we experience disruption or delay from our suppliers, we may not be able to obtain supplies or components from alternative suppliers on a timely basis or on terms that are favorable to us, if at all. The technology industry has experienced widespread component shortages and delivery delays, including as a result of geopolitical tensions, changes in import and export controls, public health crises and natural disasters. While we have taken steps to mitigate our supply chain risk, supply chain disruptions and delays could nevertheless adversely impact our operations by resulting in increased operating costs.
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We operate our own quantum computer within our hardware testbed, and intend to acquire a second quantum computer. There are significant technological, operational and financial risks associated with developing, building and maintaining a functional quantum computer. If we fail to maintain an operational quantum computer, or if we fail to achieve competitive performance metrics, we may incur substantial costs and damage our reputation, which would negatively impact our business.
We currently own and operate a superconducting quantum computer. We plan to make this fully operational system available to Triple Alpha users in the first half of 2026. With this system, we expect that we will be able to more efficiently integrate and test our software infrastructure with quantum processing units and control systems. We also plan to acquire a second quantum computer — a trapped ion system — by 2027, though there can be no assurance that we will do so. Through ownership and operation of this quantum-advantage capable system, we aim to enable internal and external Triple Alpha users to test algorithms and develop applications with the intention of achieving quantum advantage. We expect that these systems will help broaden and deepen Triple Alpha’s capabilities over time and support our goal of creating hardware-agnostic software development tools that are deeply optimized for the physical realities of quantum processors. In addition to maintenance costs on our current quantum computer, the potential acquisition of a second computer will require material additional capital outlay. Furthermore, since quantum computing is in the early stages of development, we may be required to update these systems to ensure that they remain state of the art. These updates could necessitate incremental further capital outlay. If the anticipated advantages of owning our own hardware are not realized and do not outweigh these capital outlays, our business, financial results, and growth prospects could be adversely affected.
The development, installation and maintenance of our quantum computer has been and will continue to be resource intensive and could result in a reduction in both human and financial capital that could have been directed to further our other research and development focuses. While we believe that operating our own quantum computer gives us strategic and competitive advantages, there is no guarantee that any advantage we do gain will be greater than our expenditures.
Specifically, building and operating our quantum computer, even on a testbed scale, has been and will continue to be an extremely difficult and capital-intensive endeavor. We have collaborated with a number of the premier quantum components suppliers for our first system; however, the path to consistent functionality of our quantum computer inevitably contains technical challenges, including scaling qubits while maintaining coherence, managing complex wiring systems and operating specialized cryogenic refrigeration units. These challenges could cause substantial delays beyond our committed timelines or result in a system that fails to achieve competitive performance metrics.
Additionally, as we have historically focused on software, we do not have the same level of in-house expertise in quantum hardware design, manufacturing and maintenance as our hardware-focused competitors. Consequently, this could lead to unforeseen operational challenges, increased costs and a greater reliance on our third-party partners.
Finally, any significant outages in the operation of our testbed, or a failure to demonstrate its functionality and performance, would not only result in substantial and unrecoverable costs but could also seriously damage our reputation as a leader in the quantum software space. Our ability to attract customers, partners and investors is dependent on a perception of our ability to bridge the gap between software and hardware. Any failure in this regard could have a material adverse effect on our business, financial condition and results of operations. Furthermore, there is no guarantee we will be successful installing, maintaining and operating additional quantum computers at a cost comparable to our existing equipment. As quantum computer technology advances, and as we continue to seek ever more sophisticated quantum computer hardware, the cost associated with acquiring components may greatly increase.
We could suffer disruptions, outages, defects and other performance and quality problems with our quantum software development tools and services, or with the public cloud, data centers and internet infrastructure on which we rely. This could harm our reputation or subject us to significant liability and adversely affect our business, financial condition and operating results.
Our business depends on our quantum software development tools and services being available. We have experienced and may in the future experience, disruptions, outages, defects and other performance and quality problems with our systems. We have also experienced and may in the future experience, disruptions, outages, defects and other performance and quality problems with the public cloud and internet infrastructure on which our systems rely. These problems can be caused by a variety of factors, including failed introductions of new functionality, vulnerabilities and
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defects in proprietary and open-source software, hardware components, human error or misconduct, capacity constraints, design limitations, or denial of service attacks or other security-related incidents. We do not have a contractual right with our public cloud providers that compensates us for any losses due to availability interruptions in the public cloud.
Any disruptions, outages, defects and other performance and quality problems with our quantum software development tools and services or with the public cloud and internet infrastructure on which we rely, could result in reduced use of our systems, increased expenses, including service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition and results of operations.
We are highly dependent on Joseph Fitzsimons and Si-Hui Tan, and on our ability to attract and retain senior executive leadership and key employees, such as quantum physicists, software engineers and other key technical employees, who are critical to our success. If we fail to retain talented, highly qualified senior management, engineers and other key employees or attract them when needed, such a failure could negatively impact our business.
Our future success depends on the continuing efforts of Joseph Fitzsimons and Si-Hui Tan. We rely on the knowledge and experience that Dr. Fitzsimons and Dr. Tan provide as it relates to quantum computing technology. They are the cornerstone of our research and development efforts, which have been instrumental in our ability to develop our products and services. The market for such positions is intensely competitive, which could increase our costs to attract and retain talented individuals. In the event Dr. Fitzsimons or Dr. Tan were to become unavailable for any reason, including injury, illness or death, or if they were to leave Horizon or choose other ventures over Horizon, there could be a material adverse impact on our operations. Effective succession planning is also important to our long-term success and may cause disruption to our business due to, among other things, diverting management’s attention away from the operations of the business or causing a deterioration in morale. Failure to ensure effective transfer of knowledge and smooth transitions involving Dr. Fitzsimons or Dr. Tan, or any of our other key employees, could hinder our strategic planning and execution.
Our future success also depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees, such as quantum physicists and software engineers. The market for highly skilled workers and leaders in the quantum computing industry is extremely competitive. In particular, hiring qualified personnel specializing in supply chain management, engineering and sales, as well as other technical staff and research and development personnel is critical to our business and the development of our quantum computing software systems. Some of these professionals are hard to find and we may encounter significant competition in our efforts to hire them. Many of the other companies with which we compete for qualified personnel have greater financial and other resources than we do. And, as we build our brand and become more well-known, there is an increased risk that competitors or other companies may seek to hire our personnel. Our employees are generally “at will” employees and may leave our employment at any time. The loss of the services provided by these individuals will have an adverse impact on the achievement of our business plans.
The effective operation of our supply chain, including the acquisition of critical components and materials, the development and commercialization of our quantum computing technologies and the effective operation of our managerial and operating systems all depend upon our ability to attract, train and retain qualified personnel in the aforementioned specialties.
Additionally, changes in immigration and work permit laws and regulations, the administration, or interpretation of such laws and regulations could impair our ability to attract and retain highly qualified employees. If we cannot attract, train and retain qualified personnel in this competitive environment, we may experience delays in the development of our quantum computing technologies and otherwise be unable to develop and grow our business as expected, or even at all.
Our future growth and success depends on our ability to sell effectively to government entities and large enterprises.
Our potential customers are expected to include government agencies and large enterprises. Therefore, our future success will depend on our ability to effectively sell our products to such customers. Sales to these end-customers involve risks that may not be present (or that are present to a lesser extent) with sales to non-governmental agencies or smaller customers. These risks include, but are not limited to, (i) increased purchasing power and leverage held by such customers in negotiating contractual arrangements with us and (ii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential end-customer that elects not to purchase our solutions. Sales to government agencies are often fixed fee development contracts, which involve additional risks.
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In addition, government contracts generally include the ability of government agencies to terminate early which, if exercised, would result in a lower contract value and lower than anticipated revenues generated by such arrangements.
Government agencies and large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. Our potential future contracts with government agencies are expected to be structured in phases, with each phase subject to satisfaction of certain conditions. As a result, the actual scope of work performed pursuant to any such contracts, in addition to related contract revenue, could be less than total contract value. In addition, product purchases by such organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, these organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers and could lead to lower revenue results than originally anticipated.
Accordingly, our business, financial condition, results of operations and growth prospects may be adversely affected by certain events or activities, including, but not limited to:
• changes in government fiscal or procurement policies, or decreases in government funding available for procurement of goods and services;
• changes in government programs or applicable requirements;
• changes in the political environment, including before or after a change to the leadership within the government administration and any resulting uncertainty or changes in policy or priorities and resultant funding;
• changes in the government’s attitude towards us as a company or our technology;
• appeals, disputes, or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government;
• the adoption of new laws or regulations or changes to existing laws or regulations;
• budgetary constraints, including automatic reductions as a result of “sequestration,” operating under continuing resolutions, disruptions from government shutdowns, or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies;
• influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers;
• potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters and public health concerns; and
• increased or unexpected costs or delays caused by other factors outside of our control.
Any such event or activity, among others, could cause governments and governmental agencies to delay or refrain from entering into contracts with us and/or purchasing our computers in the future, reduce the size or timing of payment with respect to our services to or purchases from new government customers, or otherwise have an adverse effect on our business, results of operations, financial condition and growth prospects.
If we are unable to maintain successful relationships with quantum hardware vendors, our ability to market, sell and distribute our quantum software tools will be limited, and our business, financial position and results of operations will be harmed.
Horizon expects collaborations with leading hardware companies, control systems manufacturers, and software to act as a powerful distribution channel because these providers could embed Horizon software within their ecosystems, providing direct access to their customers. Our ability to achieve revenue growth in the future will depend in part on our success in maintaining successful relationships with quantum hardware vendors and in
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training quantum hardware vendors to independently sell and deploy our quantum software development tools. If we fail to effectively manage such relationships, our ability to sell our products and services, and results of operations will be harmed.
If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; loss of intellectual property or other confidential business information; and other adverse consequences, which may adversely affect our business.
In the ordinary course of our business, we and the third parties upon which we rely, collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit and share (collectively, process), proprietary, confidential and sensitive data, including personal data, intellectual property, controlled unclassified information and trade secrets (collectively, sensitive information). Cybersecurity incidents such as malicious internet-based activity, online and offline fraud, denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses and social engineering (including through deep fakes or other attacks using artificial intelligence which may be increasingly more difficult to identify as fake and phishing attacks) as well as natural disasters and other similar activities threaten the confidentiality, integrity and availability of our sensitive information and information technology systems and those of the third parties upon which we rely.
Such threats are prevalent in the technology industry and our prospective customers’ industries and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states and nation-state-supported actors. The techniques may be used to sabotage or to obtain unauthorized access to our platform, systems, networks, or physical facilities where our research and development facilities and instruments are stored, and we may be unable to implement adequate preventative measures or stop cybersecurity incidents from occurring or expanding in scope. U.S. law enforcement agencies have indicated that quantum computing technology is of particular interest to certain malicious cyber threat actors, including nation-state-supported actors. In addition, our cybersecurity risk could be increased as a result of the ongoing military conflict between Russia and Ukraine and the related sanctions imposed against Russia.
During times of war and other major conflicts, we, and the third parties upon which we rely, may be vulnerable to a heightened risk of cybersecurity incidents, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, our third-party information systems, supply chain and ability to produce, sell and distribute our products and services. We and the third parties upon which we rely are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods and other similar threats.
In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, loss of sensitive data and income, reputational harm and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.
Remote work has become more common and has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations. In addition, future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.
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We rely on third-party service providers and technologies to operate critical business systems to process sensitive information in a variety of contexts. Our platform is built to be accessed through third-party public cloud providers such as AWS. These providers may also experience cybersecurity incidents and attacks to their products which may impact our systems. Cybersecurity incidents may also result from non-technical means, such as actions by an employee with access to our systems. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. If our third-party service providers experience a cybersecurity incident or other interruption, we could experience adverse consequences. While we may be entitled to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award.
We may expend significant resources or modify our business activities to try to protect against security incidents. Certain data privacy and security obligations may require us to implement and maintain specific security measures to protect our information technology systems and sensitive information. While we and our third-party cloud providers have implemented security measures designed to protect against cybersecurity incidents, there can be no assurance that these measures will be effective and these measures could fail or may be insufficient. Although we take steps designed to detect, mitigate and remediate vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties upon which we rely), we may not be able to detect and remediate all vulnerabilities on a timely basis because the threats and techniques used to exploit the vulnerability change frequently and are often sophisticated in nature. Therefore, such vulnerabilities could be exploited but may not be detected until after a cybersecurity incident has occurred.
In addition, applicable data privacy and security obligations may require us to notify relevant stakeholders, including affected individuals, customers, regulators and investors of cybersecurity incidents. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to adverse consequences. Actual or perceived cybersecurity incidents affecting sensitive information about Horizon, our partners, our potential customers or third parties could expose us and the parties affected to a risk of loss or misuse of this information, resulting in litigation and potential liability, paying damages, regulatory inquiries or actions, damage to our brand and reputation or other harm to our business. Our efforts to prevent and overcome these challenges could increase our expenses and may not be successful. If we fail to detect or remediate a cybersecurity incident in a timely manner, or it otherwise affects our potential customers or impacts our ability to operate our platform, we may experience adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information (including personal data); litigation (including class claims); indemnification obligations; negative publicity; material damage to our reputation; monetary fund diversions; diversions of management attention; interruptions in our operations (including availability of data); financial loss; and other similar harms.
Cybersecurity incidents and attendant consequences may cause future customers to stop using our services, deter new customers from using our services and negatively impact our ability to grow and operate our business. Cybersecurity incidents also may result in current or future competitors obtaining sensitive information, including proprietary information.
Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.
In addition to experiencing a cybersecurity incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveal competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position.
Unfavorable conditions in our industry, the global economy, or other catastrophic events may disrupt our business, could limit our ability to grow and negatively affect our results of operations.
Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our potential customers. The global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in customer
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confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates and uncertainty about economic stability. For example, the COVID-19 pandemic resulted in widespread unemployment, economic slowdown and extreme volatility in the capital markets and any future public health crises could result in similar impacts on the global economy. Similarly, geopolitical tensions in and around Ukraine, Israel and other areas of the world have created extreme volatility in the global capital markets and are expected to have further global economic consequences, including disruptions of the global supply chain and energy markets, and further acts of war, terror, or responses to each could result in similar or increased impacts on the global economy. Increased inflation rates can adversely affect us by increasing our costs, including labor and employee benefit costs. Employee salaries and benefits expenses have increased as a result of economic growth, increased demand for business services, increased competition for trained and talented employees, among other wage-inflationary pressures and we cannot assure you that they will not continue to rise. In addition, higher inflation also could increase our potential customers’ operating costs, which could result in reduced budgets for our potential customers and potentially less demand for our platform and the development of quantum technologies. Any significant increases in inflation and related increase in interest rates could have a material adverse effect on our business, results of operations and financial condition.
Additionally, adverse changes in market conditions, a sustained decline in our stock price, negative changes to Horizon’s competitive position in the market, or lack of growth in demand for our products and services could result in our failure to meet our business plans. Depending on the nature of such changes relative to our assumptions, such adverse changes could be considered to be an impairment triggering event, impacting valuation assumptions relating to the recoverability of assets, and may result in impairment charges to our long-lived assets, other assets or investments, which would have a negative impact on our operating results and harm our business.
In addition, in challenging economic times, our potential future customers may experience cash flow problems and as a result may modify, delay or cancel plans to purchase our products and services. Additionally, if our future customers are not successful in generating sufficient revenue or are unable to secure financing, they may not be able to pay, or may delay payment of, accounts receivable due to us. Moreover, our key suppliers may reduce their output or become insolvent, thereby adversely impacting our ability to develop our products. Furthermore, uncertain economic conditions may make it more difficult for us to raise funds through borrowings or private or public sales of debt or equity securities. We cannot predict the timing, location, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry.
Furthermore, a disruption or failure of our systems or operations because of an earthquake, weather event, cyberattack, terrorist attack, pandemic, or other catastrophic event could cause delays in providing services or performing other critical functions, which could also delay commercial deals and the associated revenue recognition for those deals. A catastrophic event that results in the destruction or disruption of any of our critical business or IT systems, or the infrastructure or systems they rely on could harm our ability to conduct normal business operations.
Unstable market and economic conditions have had and may continue to have serious adverse consequences on our business, financial condition and share price.
At times in the past, the global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates, bank failures and uncertainty about economic stability. Any volatility or disruptions in market and economic conditions may have adverse consequences on us or the third parties on whom we rely. If general economic conditions were to deteriorate or remain uncertain for an extended period, our liquidity may be harmed and the trading price of Holdco Class A Ordinary Shares and Holdco Warrants could decline.
If the equity and credit markets deteriorate, including as a result of political unrest or war, it may make any necessary financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive and we could be forced to delay, reduce or eliminate our research and development programs and other efforts. Increased inflation rates have and are expected to adversely affect us by increasing our costs, including labor, employee benefit costs and costs for equipment and system components associated with system development. In addition, higher inflation could also increase our future customers’ operating costs, which could result in reduced
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budgets for our future customers and potentially less demand for our systems. Any significant increases in inflation and related increase in interest rates could have a material adverse effect on our business, results of operations and financial condition.
If in the future a financial institution in which we hold funds fails or is subject to significant adverse conditions in the financial or credit markets, we could be subject to a risk of loss of all or a portion of such uninsured funds or be subject to a delay in accessing all or a portion of such uninsured funds. Any such loss or lack of access to these funds could adversely impact our short-term liquidity and ability to meet our operating expense obligations. Further, these events may make financings more difficult to obtain, and additional financing might not be available on reasonable terms, if at all; difficulties obtaining financing could have a material adverse effect on our financial condition, as well as our ability to continue to grow our operations.
If we are unable to maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of Holdco Class A Ordinary Shares could be negatively affected.
As a public company, we will be required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls in our Annual Report of Form 20-F. We will be required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act in our Annual Report on Form 20-F. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of the Holdco Class A Ordinary Shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our results of operations could be adversely affected.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We will base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The results of these estimates will form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements will include those related to revenue recognition; allowance for credit losses; valuation of ordinary shares; carrying value and useful lives of long-lived assets; loss contingencies; and the provision for income taxes and related deferred taxes. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of industry or financial analysts and investors, resulting in a decline in the market price of our ordinary shares.
Additionally, we will regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us. As a result of new standards, changes to existing standards and changes in their interpretation, we might be required to change our accounting policies, alter our operational policies and implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or we may be required to restate our published financial statements. Such changes to existing standards or changes in their interpretation may have an adverse effect on our reputation, business, financial position and profit, or cause an adverse deviation from our revenue and operating profit target, which may negatively impact our financial results.
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Our facilities or operations could be damaged or adversely affected as a result of prolonged power outages, natural disasters and other catastrophic events.
Our facilities or operations could be adversely affected by power outages as well as events outside of our control, such as natural disasters and other calamities. We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss resulting from such natural disasters, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause delays in development and fabrication, the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services. A significant power outage may disrupt our operations and could have a material adverse impact on our business, financial condition, results of operations and cash flows.
Real or perceived errors, failures or bugs in our products and services could materially and adversely affect our operating results, financial condition and growth prospects.
The hardware and software underlying our platform and products is highly technical and complex. Our hardware and software have previously contained, and may now or in the future contain, undetected errors, bugs, or vulnerabilities. In addition, errors, failures and bugs may be contained in our software utilized in building and operating our products or may result from errors in the deployment or configuration of our platform and development tools. Some errors in our products may only be discovered after a product has been deployed or may never be generally known. In some instances, despite internal testing, we may not be able to identify the cause or causes of these problems or risks within an acceptable period of time. Any errors, bugs or vulnerabilities discovered in our products after it has been deployed, or never generally discovered, could result in interruptions in platform availability, product malfunctioning or data breaches. Since our potential customers may use our services for processes that are critical to their businesses, errors and defects, security vulnerability, service interruptions or software bugs in our platform could result in losses to our potential customers and thereby result in damage to our reputation, adverse effects upon potential customers and users, loss of such customers and relationships with third parties, significant expenditures of capital, a delay or loss in market acceptance, loss of revenue, or liability for damages. In addition, while we will include provisions in our future agreements with our future customers that attempt to limit our exposure to claims, such provisions may not be enforceable or adequate and may not otherwise protect us from liabilities or damages with respect to any particular claim. Even if not successful, a claim brought against us by any of our future customers would likely be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder for us to sell our solutions and retain our future customers.
If we engage in acquisitions, divestitures, strategic investments, or strategic partnerships and fail to achieve favorable results, our business, financial condition and operating results could be harmed.
We may in the future make acquisitions, divestitures, or certain investments. Any transactions that we enter into could be material to our financial condition and results of operations. The process of acquiring and integrating another company or technology could create unforeseen operating difficulties and expenditures. Acquisitions and investments involve a number of risks, such as:
• use of resources that are needed in other areas of our business;
• in the case of an acquisition, implementation or remediation of controls, procedures and policies of the acquired company;
• in the case of an acquisition, difficulty integrating the accounting systems and operations of the acquired company, including potential risks to our corporate culture;
• in the case of an acquisition, coordination of product, engineering and selling and marketing functions, including difficulties and additional expenses associated with supporting legacy services and products and hosting infrastructure of the acquired company, as applicable, difficulties associated with supporting new products or services, difficulty converting the customers of the acquired company onto our platform and difficulties associated with contract terms, including disparities in the revenues, licensing, support or professional services model of the acquired company;
• in the case of an acquisition, retention and integration of employees from the acquired company;
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• in the case of an acquisition, past intellectual property infringement or data security issues arising from the acquired company;
• unforeseen costs or liabilities;
• adverse effects on our then-existing business relationships with customers as a result of the acquisition or investment;
• the possibility of adverse tax consequences;
• litigation or other claims arising in connection with the acquired company or investment; and
• in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries.
In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations. Acquisitions and investments may also result in dilutive issuances of equity securities, which could adversely affect our share price, or result in issuances of securities with superior rights and preferences to our common shares or the incurrence of debt with restrictive covenants that limit our future uses of capital in pursuit of business opportunities.
Any failure to offer high-quality customer support could harm our relationships with our future customers and our business, results of operations and financial condition.
In deploying and using our products, our future customers will depend on our product support teams to resolve complex technical and operational issues. We may be unable to respond quickly enough to accommodate short-term increases in future customer demand for product support. We also may be unable to modify the nature, scope and delivery of our product support to compete with changes in product support services provided by our competitors. Increased future customer demand for product support, without corresponding revenue, could increase costs and harm our results of operations. In addition, as we continue to grow our operations, we need to be able to provide efficient product support that meets our future customers’ needs globally at scale. In order to meet these needs, we will rely on third-party vendors to fulfill requests about third-party apps and self-service product support to resolve common or frequently asked questions for Horizon products and services, which supplement our customer support teams. If we are unable to provide efficient product support globally at scale, including through the use of third-party vendors and self-service support, our ability to grow our operations could be harmed and we may need to hire additional support personnel, which could harm our results of operations. Our sales will be highly dependent on our business reputation and on positive recommendations from our future customers. Any failure to maintain high-quality product support, or a market perception that we do not maintain high-quality product support, could harm our reputation, our ability to sell our products to prospective customers, and our business, results of operations and financial condition.
We may not be able to scale and adapt our existing technology in a timely and cost-effective manner to meet our future customers’ performance and other requirements.
Our future growth is dependent upon our ability to continue to meet the needs of new customers and the expanding needs of such future customers as their use of our solutions grow. As our future customers gain more experience with our solutions, the number of endpoints and events, the amount of data transferred, processed and stored by us, the number of locations where our platform and services are being accessed may, in the future, expand rapidly. In order to meet the performance and other requirements of our future customers, we intend to continue to make significant investments to increase capacity and to develop and implement new technologies in our products and services. These technologies include hardware and infrastructure, cloud provisioning, software architecture and the team’s capacity to triage and provide direct support. We may not be successful in developing or implementing these technologies. In addition, as our business grows, we must continue to improve and expand our information technology infrastructure. It takes a significant amount of time to plan, develop and test improvements to our technologies and infrastructure,
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and we may not be able to accurately forecast demand or predict the results we will realize from such improvements. We rely on external ecosystems, such as operating systems, to operate and make our products and services available to future customers. If we are unable to adapt to product or policy changes in such ecosystems, or if we do not effectively operate with such ecosystems, demand for and availability of our products or services could decline. To the extent that we do not effectively scale our operations and infrastructure to meet the needs of our business, our future customer base and to maintain performance as our future customers expand their use of our solutions, we may not be able to grow as quickly as we anticipate, our future customers may reduce or cancel use of our solutions and we may be unable to compete as effectively and our business and results of operations may be harmed.
Furthermore, ongoing improvements to our infrastructure may be more expensive than we anticipate, and may not yield the expected savings in operating costs or the expected performance benefits. In addition, we may be required to re-invest any cost savings achieved from prior cloud infrastructure improvements in future infrastructure projects to maintain the levels of service required by our future customers. We may not be able to maintain or achieve cost savings from our investments, which could harm our financial results.
We utilize AI, which could expose us to liability or adversely affect our business.
We incorporate novel uses of AI technologies, including generative AI, into our operations, such as our internal software applications and our research and development activities, and may make further use of AI in our products in the future. AI is complex and rapidly evolving, and we face significant competition from other companies who may incorporate AI into their products more quickly or more successfully than us, as well as an evolving regulatory landscape. The introduction of AI, and particularly generative AI, a relatively new and emerging technology in the early stages of commercial use, into new or existing products and our operations, may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality, ethical concerns, or other complications that could adversely affect our business, reputation, or financial results. For example, generative AI has been known to produce a false or “hallucinatory” inferences or output, and certain generative AI uses machine learning and predictive analytics, which may be flawed, insufficient, of poor quality, reflect unwanted forms of bias, or contain other errors or inadequacies, any of which may not be easily detectable. Our future customers or others may rely on or use this flawed content to their detriment, which may expose us to brand or reputational harm, competitive harm, and/or legal liability. In addition, the use of AI by other companies has resulted in, and may in the future result in, data breaches and cybersecurity incidents that implicate the personal information of AI users. Further, the use of AI presents emerging ethical and social issues, and if we enable or offer solutions that draw scrutiny or controversy due to their perceived or actual impact on future customers or on society as a whole, we may experience brand or reputational harm, competitive harm and/or legal liability.
The technologies underlying AI and its uses are subject to a variety of laws and regulations, including intellectual property, privacy, data protection, cybersecurity, consumer protection, competition, equal opportunity laws and regulations, and are expected to be subject to new laws and regulations or new applications of existing laws and regulations. AI is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states and other jurisdictions are applying, or are considering applying, their cybersecurity and data protection laws to AI or are considering general legal frameworks for AI. For example, in Europe, the EU’s AI Act was published in the Official Journal of the EU on July 12, 2024 and entered into force on August 1, 2024. The AI Act establishes, among other things, a risk-based governance framework for regulating AI systems in the EU by categorizing AI systems, based on the risks associated with such AI systems’ intended purposes, as creating unacceptable or high risks, with all other AI systems being considered low risk. This regulatory framework is expected to have a material impact on the way AI is regulated in the EU and beyond. As further indication of a trend in increased regulatory and legislative oversight of the use and development of AI, in 2024, California enacted a range of laws regulating the use and development of AI, which generally relate to transparency, privacy and fairness, among other concerns. On the other hand, Singapore has not enacted omnibus AI legislations but regulatory authorities have issued non-binding guidelines and best practices for organizations using AI. This includes the Model AI Governance Framework for Generative AI published on May 30, 2024, which seeks to address generative AI concerns while continuing to facilitate innovation in Singapore.
As a fast-evolving and complicated technology subject to significant government attention, AI-related legislation and regulation may be developed and apply to AI in unexpected ways. We may not be able to anticipate how to respond to or comply with these rapidly evolving frameworks, and we may need to expend resources to adjust our offerings
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in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions. The cost to comply with such frameworks could be significant and may increase our operating expenses. Additionally, if we do not have sufficient rights to use the data or other material or content on which our AI technologies rely, we may incur liability through the violation of applicable laws or regulations, third-party intellectual property, privacy or other rights, or contracts to which we are a party. Further, any content or other output created by our use of AI-powered tools may not be subject to copyright protection, which may adversely affect our ability to enforce our intellectual property rights. Because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of AI.
Catastrophic events may disrupt our business.
Natural disasters, pandemics and other public health emergencies, geopolitical conflicts, social or political unrest, or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could harm our business. We have employees and operations in Singapore and in Dublin, Ireland. Dublin, as well as many other portions of Ireland, experiences coastal and river flooding that could impact our employees. In the event of a major earthquake, hurricane, typhoon or catastrophic event such as fire, power loss, telecommunications failure, cyber-attack, war or terrorist attack in any of the regions or localities in which we operate, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our application development, lengthy interruptions in our product availability, breaches of data security and loss of critical data, all of which could harm our business, results of operations and financial condition. In the event of a power outage, the quantum computer we operate could be damaged. Superconducting quantum processors, like the one we are in the process of building in our testbed, must be maintained at ultra-low temperatures close to absolute zero to function. A power outage would cause a failure of the cryogenic cooling system, leading to a rise in temperature. This could cause significant physical damage to the delicate quantum processor and the surrounding components within the cryostat. Bringing the system back online is a deliberate operation that takes time and must follow a careful sequence of steps in order to re-cool and re-calibrate the system, which could cause a significant interruption to our research and development and our ability to validate our software solutions.
Additionally, we rely on our network and suppliers of third-party infrastructure and applications, internal technology systems and our websites for our development, marketing, internal controls, operational support, hosted services and sales activities. If these systems were to fail or be negatively impacted as a result of a malfunction, natural disaster, disease or pandemic, or catastrophic event, our ability to conduct normal business operations and deliver products to our future customers could be impaired.
As we grow our business, the need for business continuity planning and disaster recovery plans will grow in significance. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, disease or pandemic, or catastrophic event, or if we are unable to successfully execute on those plans, our business and reputation could be harmed.
Our operations, business, and future customers could be adversely affected by climate change.
There are increasing and rapidly evolving concerns over the risks of climate change and related environmental sustainability matters. Our operations, business, and future customers could be adversely affected by climate change. The physical risks of climate change include rising average global temperatures, rising sea levels and an increase in the frequency and severity of extreme weather events and natural disasters. Such events and disasters could disrupt our operations or the operations of future customers or third parties on which we rely and could result in market volatility. Additionally, we may face risks related to the transition to a low-carbon economy. We could experience increased expenses resulting from strategic planning, litigation and changes to our technology, operations, products and services, access to energy and water, as well as reputational harm as a result of negative public sentiment, regulatory scrutiny and reduced stakeholder confidence, due to our response to climate change or real or perceived vulnerability to climate change-related risks. Changes in consumer preferences, our need to travel internationally and legal requirements could increase expenses or otherwise adversely impact our business, future customers and partners.
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Our commercial and business operations are international in nature, subjecting us to additional risks and costs, including the ability to engage with partners in new geographies, exposure to foreign currency exchange rate fluctuations, that can adversely affect our business, financial condition, revenues, results of operations or cash flows.
As we begin to generate sales and revenue, we may derive a significant portion of revenue from future international customers. There are a variety of risks and costs associated with international sales and operations, which may include making additional investments prior to the proven adoption of our solutions, the cost of conducting our business internationally and hiring and training international employees and the costs associated with complying with local law. Furthermore, we cannot predict the rate at which our platform and solutions will be accepted in international markets by potential customers.
We believe our ability to attract future customers to purchase our software development tools or services is directly correlated to the level of engagement we obtain with future customers. To the extent we are unable to effectively engage with future customers based outside of Singapore and Ireland due to our limited international footprint, we may be unable to effectively grow in international markets.
As we continue to develop and commercialize our technology, we may need to make additional investments in international markets, and the cost of complying with the local laws and regulations of each country could be significant. Furthermore, the quantum computing industry is still in its early stages of development. We cannot predict the rate at which our platform and solutions will be adopted in international markets, and our business strategy depends on the continued growth and maturity of the global quantum ecosystem.
Given our international presence, we are exposed to the effects of fluctuations in currency exchange rates. While we have primarily transacted in Singapore dollars, we may in the future generate revenues denominated in other currencies. Additionally, fluctuations in the value of the Singapore dollar and foreign currencies may make our products and services more expensive for future customers whose operations are denominated in other currencies, which could harm our business. Additionally, we incur expenses for employee compensation and other operating expenses at our facilities in their respective local currency for such locations. Fluctuations in the exchange rates between the Singapore dollar and other currencies could result in an increase to the Singapore dollar equivalent of such expenses. These fluctuations could cause our results of operations to differ from our expectations or the expectations of our investors. Additionally, such currency exchange rate fluctuations could make it more difficult to detect underlying trends in our business and results of operations.
Our international operations may subject us to greater than anticipated tax liabilities. Future changes in tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions.
The amount of taxes we may pay in different jurisdictions depends on the application of the tax laws of various jurisdictions, to our international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions pursuant to any future intercompany arrangement or disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge or disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations. Our consolidated financial statements could fail to reflect adequate reserves to cover such a contingency. Similarly, a taxing authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, often referred to as a “permanent establishment” under international tax treaties, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions.
Furthermore, new income, sales, use or other tax laws, statutes, rules, regulation or ordinances could be enacted at any time, or interpreted, changed, modified or applied adversely to us, any of which could adversely affect our business, prospects, financial performance and operating results. In particular, there has been a recent change where the Multinational Enterprise (Minimum Tax) Act 2024 implements the Global Anti-Base Erosion Model Rules (Pillar Two) rules (please see the section entitled “Material Singapore Tax Considerations — Global Anti-Base Erosion Model Rules (Pillar Two)” for more information). We are currently unable to predict whether such changes will occur and,
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if so, the ultimate impact on our business. To the extent that such changes have a negative impact on us, including as a result of related uncertainty, these changes may materially and adversely affect our business, prospects, financial condition and operating results.
Risks Related to Litigation and Government Regulation
We are required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to data privacy and security. Any actual or perceived failure to comply with these requirements could have a material adverse effect on our business.
We are required to comply with stringent, complex and evolving laws, rules, regulations and standards in many jurisdictions, as well as contractual obligations, relating to data privacy and security. Ensuring compliance with such requirements may increase operating costs, impact our data processing practices and policies and the development of new products or services, and reduce operational efficiency, any of which could adversely affect our business and operations.
For example, in the United States, there are numerous federal, state and local data privacy and security laws, rules and regulations governing the collection, sharing, use, retention, disclosure, security, transfer, storage and other processing of personal information, including federal and state data privacy and security laws, data breach notification laws and data disposal laws. For example, at the federal level, we are subject to, among other laws and regulations, the rules and regulations promulgated under the authority of the Federal Trade Commission (which has the authority to regulate and enforce against unfair or deceptive acts or practices in or affecting commerce, including acts and practices with respect to data privacy and security), as well as the Electronic Communication Privacy Act, the Computer Fraud and Abuse Act, the Health Insurance Portability and Accountability Act and the Gramm Leach Bliley Act. The United States Congress also has considered, is currently considering, and may in the future consider, various proposals for comprehensive federal data privacy and security legislation, to which we may become subject if passed.
As our operation expands, we may be subject to laws and regulations such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, the “CCPA”). The CCPA broadly defines personal information and gives California residents expanded privacy rights and protections, such as affording them the right to access and request deletion of their information and to opt out of certain sharing and sales of personal information. The CCPA provides for severe civil penalties and statutory damages for violations and a private right of action for certain data breaches that result in the loss of unencrypted personal information. This private right of action is expected to increase the likelihood of, and risks associated with, data breach litigation. Numerous other states have also enacted, or are in the process of enacting or considering, comprehensive state-level data privacy and security laws, rules and regulations that share similarities with the CCPA. Moreover, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach.
Virtually every jurisdiction in which we operate has established its own data privacy and security legal framework with which we must comply. For example, we are required to comply with the European Union (“EU”) General Data Protection Regulation (“GDPR”) and its equivalent in the U.K. (“U.K. GDPR”), which impose stringent obligations regarding the collection, control, use, sharing, disclosure and other processing of personal data and create mandatory breach notification requirements under certain circumstances. While the GDPR and U.K. GDPR remain substantially similar for the time being, the U.K. government has announced plans and introduced legislative proposals to chart its own path on data protection and reform its relevant laws, including in ways that may differ from the GDPR. While these developments increase uncertainty with regard to data protection regulation in the U.K., even in their current, substantially similar form, the GDPR and U.K. GDPR can expose businesses to divergent parallel regimes that may be subject to potentially different interpretations and enforcement actions for certain violations and related uncertainty. Failure to comply with the GDPR or the U.K. GDPR can result in significant fines and other liability, including, under the GDPR, fines of up to EUR 20 million (or GBP 17.5 million under the U.K. GDPR) or four percent (4%) of annual global revenue, whichever is greater. European data protection authorities have already imposed fines for GDPR violations of up to, in some cases, hundreds of millions of Euros.
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Legal developments in the European Economic Area (“EEA”) have created complexity and uncertainty regarding processing and transfers of personal data from the EEA to the United States and other so-called third countries outside the EEA, including in the context of website cookies. Similar complexities and uncertainties also apply to transfers from the U.K. to third countries. While we have taken steps to mitigate the impact on us, such as implementing the European Commission’s standard contractual clauses (“SCCs”) and the U.K.’s international Data Transfer Agreement (or the U.K.’s international data transfer addendum that can be used with the SCCs), the efficacy and longevity of these mechanisms remains uncertain. On July 10, 2023, the European Commission adopted an adequacy decision concluding that the U.S. ensures an adequate level of protection for personal data transferred from the EU to the U.S. under the recently adopted EU-U.S. Data Privacy Framework (followed on October 12, 2023 with the adoption of an adequacy decision in the U.K. for the U.K.-U.S. Data Bridge); however, such new adequacy decision has been challenged in EU courts, and is likely to face additional challenges. Moreover, although the U.K. currently has an adequacy decision from the European Commission, such that SCCs are not required for the transfer of personal data from the EEA to the U.K., that decision will sunset in June 2025 unless extended and it may be revoked in the future by the European Commission if the U.K. data protection regime is reformed in ways that deviate substantially from the GDPR. The EU has also proposed legislation that would regulate non-personal data and establish new cybersecurity standards, and other countries, including the U.K., may similarly do so in the future. If we are otherwise unable to transfer data, including personal data, between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results.
Further, as a Singapore-based company, we are also required to comply with the Singapore Personal Data Protection Act 2012 (“PDPA”) which governs the collection, use and disclosure of individuals’ personal data and seeks to ensure that organizations comply with a baseline standard of protection for personal data of individuals. The PDPA is administered and enforced by the Personal Data Protection Commission (“PDPC”). The PDPA requires organizations to comply with various obligations regarding the collection, use, disclosure and other processing of personal data and similarly requires organizations to comply with a mandatory breach notification obligation under certain circumstances. In addition, an organization must not transfer personal data to a country or territory outside Singapore except in accordance with the requirements prescribed under the PDPA. In this regard, an organization must ensure that the recipient of the personal data in that country outside Singapore is bound by legally enforceable obligations to provide to the transferred personal data a standard of protection that is at least comparable to the protection under the PDPA. Any improper use or disclosure of personal data and breaches of security leading to disclosure of personal data may also lead to criminal sanctions under the PDPA, reputational damage, and a direct loss of business. It is also important to note that for contraventions of the PDPA, the PDPC is empowered to impose financial penalties of up to S$1 million, or 10% of the organization’s annual turnover in Singapore (for organizations with annual turnover exceeding S$10 million), whichever is higher. The PDPC may publish enforcement decisions, which can have reputational consequences for organizations found to be in breach.
While we have implemented controls and procedures designed to comply with the requirements of the data privacy and security laws of some of the jurisdictions in which we operate, such procedures and controls may not be effective in ensuring compliance or preventing unauthorized transfers of personal data.
We are subject to U.S. and foreign anti-corruption, anti-bribery and similar laws, non-compliance with such laws can subject us to criminal or civil liability and harm our business.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, other anti-bribery and anti-corruption laws in countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, promising, offering, providing, soliciting, or accepting, directly or indirectly, improper payments or benefits to or from any person whether in the public or private sector. We may engage with partners and third-party intermediaries to market our services and to obtain necessary permits, licenses and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities.
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We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, and of our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities. We cannot provide any assurance that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.
Detecting, investigating and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources and attention from senior management. In addition, noncompliance with anti-corruption or anti-bribery laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties, injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage and other collateral consequences.
Our business is exposed to risks associated with litigation, investigations and regulatory proceedings.
We may in the future face legal, administrative and regulatory proceedings, claims, demands and/or investigations involving stockholder, consumer, competition and/or other issues relating to our business on a global basis, including in connection with the Business Combination. Litigation and regulatory proceedings are inherently uncertain, and adverse rulings could occur, including monetary damages, or an injunction stopping us from engaging in certain business practices, or requiring other remedies, such as compulsory licensing of patents. An unfavorable outcome or settlement may result in a material adverse impact on our business, results of operations, financial position and overall trends. In addition, regardless of the outcome, litigation can be costly, time-consuming and disruptive to our operations. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. In addition, the laws and regulations our business is subject to are complex and change frequently. We may be required to incur significant expense to comply with changes in, or remedy violations of, these laws and regulations.
Furthermore, while we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on recoverable amounts. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery.
We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.
We may become subject to product liability claims, even those without merit, which could harm our business prospects, operating results and financial condition. We may face an inherent risk of exposure to claims in the event our development tools, or their outputs, do not perform as expected or malfunction. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our quantum computing software development tools and business and inhibit or prevent the commercialization of other future quantum computers and products, which would have material adverse effects on our brand, business, prospects and operating results. Any insurance coverage might not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of our coverage, or outside of our coverage, may have a material adverse effect on our reputation, business and financial condition. We may not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under our policy.
We are subject to requirements relating to environmental and safety regulations and environmental remediation matters, which could adversely affect our business, results of operations and reputation.
We are subject to numerous governmental environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment and disposal and remediation of releases of hazardous materials. There are significant capital, operating and other costs associated with compliance with these environmental laws and regulations. Environmental laws and regulations may become more stringent in the future, which could increase costs of compliance or require us to use alternative technologies and materials in our operations.
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Governmental authorities also regulate a variety of matters, including, but not limited to, health, safety and permitting in addition to the environmental matters discussed above. New legislation and regulations may require us to make material changes to our operations, resulting in significant increases to the cost of production.
Government actions and regulations, such as tariffs, trade protection measures and national security concerns may limit our ability to provide products and services to our future customers and obtain products from our suppliers, which could have a material adverse impact on our business operations, financial results and growth plans.
Though we are a Singapore based company, political challenges between the United States and countries in our supply chain, including China, and changes to trade policies, including tariff rates and customs duties, trade relations between the United States and China and other macroeconomic and national security issues could adversely impact our business. Specifically, United States-China trade relations remain uncertain. The United States administration has continued to impose tariffs on certain products imported into the United States with China as the country of origin, and China has imposed tariffs in response to the actions of the United States. The likelihood of a further increase in tariffs on goods from China and the imposition of tariffs on goods sourced from other countries has materially increased in light of comments by the new U.S. presidential administration, which has repeatedly communicated an intention to impose additional duties on imports from China, as well as on imports from other countries. The U.S. government continues to add additional entities, in China and elsewhere, to restricted party lists impacting the ability of U.S. companies to provide products and technology, and, in certain cases, services, to these entities and, in some cases, to receive products, technology or services from these entities. The U.S. government also continues to increase end-use restrictions on the provision of products, technology and services to China and other countries including end-uses related to advanced computing. The new administration in the U.S. has indicated that it will impose tariffs against U.S. trading partners, including Canada, and there may be retaliatory tariffs against the U.S. as a result. These tariffs could adversely impact trade relations and result in higher costs. International trade conflict has contributed to (i) increased pressure on the supply chain and could further result in increased energy costs; (ii) inflation, which could result in increases in the cost of developing our products, reduced purchasing power, increased price pressure and reduce or cancelled orders; (iii) increased risk of cybersecurity attacks; and (iv) general market instability, all of which could adversely impact our business, operating results and financial condition. There is also a possibility of future tariffs, trade protection measures or other restrictions imposed on our products or on our future customers by the United States, China or other countries that could have a material adverse effect on our business. In addition, the Chinese government exercises significant control over China’s economy through the allocation of resources, control of the incurrence and payment of foreign currency-denominated obligations, setting of monetary policy and provision of preferential treatment to particular industries or companies. Changes in any of these policies, laws and regulations could adversely affect the overall economy in China or any indirect Chinese suppliers our supply chain may be exposed to, which could harm our business through higher supply costs, reduced availability or both.
Given the relatively fluid regulatory environment and existing national security concerns in China and the United States and uncertainty regarding how the U.S. government or Chinese and other foreign governments will act with respect to tariffs and international trade agreements and policies, a trade war, further governmental action related to tariffs or international trade policies, or additional tax or other regulatory changes in the future could directly and adversely impact our financial results and results of operations. We cannot predict what actions may ultimately be taken with respect to trade relations between the United States and China or other countries, what products may be subject to such actions or what actions may be taken by the other countries in retaliation. If we are unable to obtain or use components for inclusion in our products, if component prices increase significantly or if we are unable to export or sell our products to any of our future customers, our business, liquidity, financial condition and/or results of operations would be materially and adversely affected.
Our ability to use net operating loss carryforwards and other tax attributes may be limited.
We have incurred losses during our history; we do not expect to become profitable in the near future, and we may never achieve profitability. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all. As of December 31, 2024 we had net operating loss carryforwards of approximately S$17.5 million.
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For example, U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to current federal law.
In addition, Horizon’s unutilized tax losses in Singapore can be carried forward indefinitely and are available for set-off against future taxable income, subject to compliance with the provisions of Section 37 of the Income Tax Act 1947 of Singapore (the “Singapore Income Tax Act”) and with the agreement of the Comptroller of Income Tax. In the event that (i) we are not able to comply with the relevant requirements of Section 37 of the Singapore Income Tax Act, including without limitation, there not having been any substantial change in the shareholders of Horizon and their shareholdings and there not having been any change in Horizon’s principal activities; and/or (ii) we are not able to obtain the Comptroller of Income Tax’s agreement for the carrying forward of unutilized tax losses, at the relevant time in the future, we may not be able to set-off such losses against future taxable income.
If we earn taxable income, such limitations will most likely result in increased future income tax liability and have an adverse effect on our future cash flows. We have recorded a valuation allowance related to our net operating loss carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.
Failure to comply with existing and changing laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose customers or negatively impact our ability to contract with customers, including those in the public sector.
Our business is subject to regulation by various local and foreign governmental agencies, including agencies responsible for monitoring and enforcing data privacy and security laws and regulations, employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, anti-bribery laws, import and export controls, securities laws and tax laws and regulations. Increased scrutiny may also lead to new laws and regulations, or new applications of existing laws and regulations, that target topics such as AI, critical infrastructure software resiliency and concentration risk. Noncompliance by us, our employees, representatives, contractors, agents, intermediaries, or other third parties with applicable regulations or requirements could subject us to:
• investigations, enforcement actions and sanctions;
• disgorgement of profits, fines and damages;
• civil and criminal penalties or injunctions;
• claims for damages by our future customers;
• termination of contracts;
• loss of intellectual property rights;
• loss of our license to do business in the jurisdictions in which we operate; or
• temporary or permanent debarment from sales to government organizations.
If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, results of operations and financial condition.
These laws and regulations impose added costs on our business, and failure by us, our employees, representatives, contractors, agents, intermediaries, or other third parties to comply with these or other applicable regulations and requirements could lead to claims for damages, penalties, termination of contracts, loss of exclusive rights in our intellectual property and temporary suspension or permanent debarment from government contracting. Any such damages, penalties, disruptions or limitations in our ability to do business with potential customers, including those in the public sector, could result in reduced sales of our products or services, substantial product inventory write-offs, reputational damage, penalties and other sanctions, any of which could harm our business, reputation and results of operations.
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Additionally, as laws and regulations change in the jurisdictions in which we operate, we may be required to change our procedures, policies and products to ensure compliance with potential changes. Should this occur, the costs of compliance with and other burdens imposed by, industry-specific laws, regulations and interpretive positions may limit our future customers’ use and adoption of our services and reduce overall demand for our services. Compliance with these regulations may also require us to devote greater resources to support certain future customers, which may increase costs and lengthen sales cycles.
Risks Related to our Intellectual Property
We may be unable to obtain, maintain and protect our intellectual property rights and proprietary information such as if the scope of patent protection obtained is not sufficiently broad. Our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize our products and technology may be adversely affected.
Our intellectual property is important to our business. We rely on a combination of confidentiality clauses, assignment agreements and license agreements with employees and third parties, patents, trade secrets, copyrights and trademarks to protect our intellectual property and competitive advantage, all of which offer only limited protection. The steps we take to protect our intellectual property require significant resources and may be inadequate. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. We may be required to use significant resources to obtain, monitor and protect our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to copy our platform and our products and use information that we regard as proprietary to create products and services that compete with ours. Some license provisions protecting against unauthorized use, copying, transfer and disclosure of our proprietary information may be unenforceable under the laws of certain jurisdictions and foreign countries. In addition, we may not be able to acquire or maintain appropriate domain names in all countries in which we do business or prevent third parties from acquiring domain names that are similar to, infringe upon, diminish the value of our trademarks and other intellectual property. Furthermore, regulations governing domain names may not protect our trademarks or similar proprietary rights.
We enter into confidentiality and intellectual property agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom we have strategic relationships and business alliances. These agreements may not be effective in securing ownership of our intellectual property or controlling access to our proprietary information and trade secrets. The confidentiality agreements on which we rely to protect certain technologies may be breached, may not be adequate to protect our confidential information, trade secrets and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, trade secrets or proprietary technology. Further, these agreements do not prevent our competitors or others from independently developing technology that is substantially equivalent or superior to our technology. In addition, others may independently discover our trade secrets and confidential information, and in such cases, we likely would not be able to assert any trade secret rights against such parties. Additionally, we may from time to time be subject to opposition or similar proceedings with respect to applications for registrations of our intellectual property, including our trademarks. While we aim to acquire adequate protection of our brand through trademark registrations in key markets, occasionally third parties may have already registered or otherwise acquired rights to identical or similar marks for services that also address our market. We rely on our brand and trademarks to identify our platform and to differentiate our platform and services from those of our competitors, and if we are unable to adequately protect our trademarks third parties may use our brand names or trademarks similar to ours in a manner that may cause confusion in the market, which could decrease the value of our brand and adversely affect our business and competitive advantages.
Policing unauthorized use of our intellectual property and misappropriation of our technology and trade secrets is difficult and we may not always be aware of such unauthorized use or misappropriation. Despite our efforts to protect our intellectual property rights, unauthorized third parties may attempt to use, copy or otherwise obtain and market or distribute our intellectual property rights or technology or otherwise develop services with the same or similar functionality as our platform and products. If our competitors infringe, misappropriate, or otherwise misuse our intellectual property rights and we are not adequately protected, or if our competitors are able to develop a platform or product with the same or similar functionality as ours without infringing our intellectual property, our competitive advantage and results of operations could be harmed. Litigation brought to protect and enforce our intellectual property
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rights could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. As a result, we may be aware of infringement by our competitors, but may choose not to bring litigation to enforce our intellectual property rights due to the cost, time and distraction of bringing such litigation. Furthermore, if we do decide to bring litigation, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits challenging or opposing our right to use and otherwise exploit particular intellectual property, services and technology or the enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our solutions, impair the functionality of our platform, prevent or delay introductions of new or enhanced solutions, result in our substituting inferior or more costly technologies into our platform or injure our reputation. Furthermore, many of our current and potential competitors have the ability to dedicate substantially greater resources to developing and protecting their technology or intellectual property rights than we do.
Certain intellectual property rights, including patents and trademarks, are territorial in scope and enforceable only in the jurisdictions in which they are registered. Therefore, we may be unable to prevent infringement or unauthorized use of our intellectual property in countries where we do not hold valid registrations. Securing and maintaining protection in each and every jurisdiction in which we currently operate, or may operate in the future, is costly and may not be practicable. This limitation could affect our ability to enforce our rights globally, particularly in jurisdictions with weak intellectual property enforcement regimes or where third parties have already obtained similar prior rights.
Our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with the commercialization of our products.
Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. As a result, we cannot be certain that any patent applications we have or will file will result in patents being issued, or that our patents and any patents that may be issued to us will afford protection against competitors with similar technology. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. In addition to those who may have patents or patent applications directed to relevant technology with an effective filing date earlier than any of our existing patents or pending patent applications, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued United States patents will be issued.
Even if our patent applications succeed and we are issued patents in accordance with them, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide us with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than in the United States. In addition, the claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. The intellectual property rights of others could also bar us from licensing and exploiting any patents that are issued from our pending applications. In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that they need to license or design around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.
We may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs. If third parties claim that we infringe upon or otherwise violate their intellectual property rights, our business could be adversely affected.
The computing and software industries are characterized by the existence of a large number of patents and frequent claims and related litigation regarding patents, copyright and other intellectual property rights. Third parties may assert that our platform, solutions, technology, methods or practices infringe, misappropriate or otherwise violate their intellectual property. We face the risk of claims that we have infringed upon or otherwise violated third parties’
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intellectual property rights. Our future success depends in part on not infringing upon or otherwise violating the intellectual property rights of others. From time to time, our competitors or other third parties may claim that we are infringing upon or otherwise violating their intellectual property rights, and we may be found to be infringing upon or otherwise violating such rights. We may be unaware of the intellectual property rights of others that may cover some or all of our technology or conflict with our trademark rights. Any claims of intellectual property infringement or other intellectual property violations, even those without merit, could:
• be expensive and time consuming to defend;
• cause us to cease making, licensing or using our platform or products that incorporate the challenged intellectual property;
• require us to modify, redesign, reengineer or rebrand our platform or products, if feasible;
• cause significant delays in introducing new or enhanced services or technology;
• divert management’s attention and resources; or
• require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.
Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could result in our being required to pay significant damages, enter into costly settlement agreements, or prevent us from offering our platform or products, any of which could have a negative impact on our operating profits and harm our future prospects. We may also be obligated to indemnify our future customers or business partners in connection with any such litigation and to obtain licenses, modify our platform or products, or refund subscription fees, which could further exhaust our resources. Such disputes could also disrupt our platform or products, adversely affecting our future customer satisfaction and ability to attract potential customers.
We rely on certain open-source software in our systems. If licensing terms change, our business may be adversely affected.
Our platform utilizes software licensed to us by third-party authors under “open-source” licenses and we expect to continue to utilize open-source software in the future. The use of open-source software may entail greater risks than the use of third-party commercial software, as open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. To the extent that our platform depends upon the successful operation of the open-source software we use, any undetected errors or defects in this open-source software could prevent the deployment or impair the functionality of our platform, delay new solution introductions, result in a failure of our platform and injure our reputation. For example, undetected errors or defects in open-source software could render us vulnerable to breaches or security attacks, and, in conjunction, make our systems more vulnerable to data breaches.
Furthermore, some open-source licenses require the release of proprietary source code combined with, linked to or distributed with such open-source software to be released to the public. If we combine, link or distribute our proprietary software with open-source software in a specific manner, we could, under some open-source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar solutions with lower development effort and time and ultimately put us at a competitive disadvantage.
Although we monitor our use of open-source software to avoid subjecting our platform to conditions we do not intend to attach to such a platform or our proprietary code, we cannot assure you that our processes for controlling such use will be effective. If we are held to have breached the terms of an open-source software license, we could be required to seek licenses from third parties to continue operating using our solution on terms that are not economically feasible, to re-engineer our solution or the supporting computational infrastructure to discontinue use of code, or to make generally available, in source code form, portions of our proprietary code. This could allow our competitors to create similar solutions with lower development effort and time and ultimately put us at a competitive disadvantage.
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Risks Related to Ownership of Holdco’s Securities
Following the consummation of the Business Combination, Holdco’s only significant asset will be its ownership of Horizon, and such ownership may not be sufficient to pay dividends or make distributions or obtain loans to enable Holdco to pay any dividends on its Holdco Ordinary Shares, pay its expenses or satisfy other financial obligations.
Following the consummation of the Business Combination, Holdco will be a holding company and will not directly own any assets other than its ownership of interests in Horizon and DMY. Holdco will depend on Horizon for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company, and to pay any dividends. The earnings from, or other available assets of, Horizon may not be sufficient to make distributions or pay dividends, pay expenses or satisfy Holdco’s other financial obligations.
Holdco will incur higher costs post-Business Combination as a result of increased legal and regulatory scrutiny associated with being a public company. Holdco’s management will be required to devote substantial time to comply with a public company’s responsibilities and corporate governance practices.
Holdco will incur significant additional legal, accounting, insurance and other expenses, including costs associated with public company reporting requirements following completion of the Business Combination. Holdco will incur higher costs associated with complying with the requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and related rules implemented by the SEC and Nasdaq. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. Additionally, we may need to develop our reporting and compliance infrastructure and may face challenges in complying with new requirements that may become applicable to us over time. If we fall out of compliance, we risk becoming subject to litigation or being delisted, among other potential problems.
Holdco expects these laws and regulations to increase its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although Holdco is currently unable to estimate these costs with any degree of certainty. Holdco’s management and other personnel are not experienced in managing a public company and will be required to devote a substantial amount of time to compliance with these requirements. Holdco may need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase its post-Business Combination costs and expenses. These laws and regulations could make it more difficult or costly for Holdco to obtain certain types of insurance, including directors’ and officers’ liability insurance, and Holdco may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for Holdco to attract and retain qualified persons to serve on the Holdco Board or board committees or as executive officers.
In the past, shareholders of some public companies brought securities class action suits following periods of instability in the market price of these companies’ securities. Holdco’s involvement in a class action suit could divert a significant amount of its management’s attention and other resources from its business, which could harm its results of operations and require it to incur significant expenses to defend the suit.
Any such class action suit, whether or not successful, could harm Holdco’s reputation and restrict its ability to raise capital in the future. In addition, if a claim is successfully made against it, Holdco may be required to pay significant damages, which could materially adversely affect its financial condition and results of operations.
Horizon’s management team has limited experience managing and operating a U.S. public company.
Members of Horizon’s management team have limited experience managing and operating a U.S. publicly traded company, interacting with U.S. public company investors, and complying with the increasingly complex laws pertaining to U.S. public companies. Its transition to being a U.S. public company subjects Horizon to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from its senior management and could divert their attention away from the day-to-day management of its business. Horizon may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal controls over financial reporting required of U.S. public companies. The development and implementation of the standards and controls necessary for Holdco to achieve the level of accounting standards
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required of a public company may require costs greater than expected. To support its operations as a U.S. public company, Horizon plans to recruit additional qualified employees or external consultants with relevant experience, which will increase its operating costs in future periods. Notwithstanding these efforts, should the factors described previously materialize, Horizon’s business, financial condition and results of operations could be adversely affected.
Reports published by analysts, including projections in those reports that differ from Holdco’s actual results, could adversely affect the price and trading volume of the Holdco Class A Ordinary Shares and Holdco Warrants.
Holdco’s management currently expects that securities research analysts will establish and publish their own periodic projections for its business. These projections may vary widely and may not accurately predict the results Holdco actually achieves. Trading prices of the Holdco Class A Ordinary Shares and Holdco Warrants may decline if its actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on Holdco downgrades its stock or publishes inaccurate or unfavorable research about its business, its share price could decline. While Holdco’s management expects research analyst coverage, if no analysts commence coverage of Holdco or if one or more analysts cease coverage, the trading price and volume for Holdco Class A Ordinary Shares and Holdco Warrants could be adversely affected.
Holdco does not expect to pay cash dividends in the foreseeable future.
Any decision to declare and pay dividends in the future will be made at the discretion of the Holdco Board and will depend on, among other things, applicable law, regulations, restrictions, Holdco’s results of operations, financial condition, cash requirements, contractual restrictions, the future projects and plans of Holdco and other factors that the Holdco Board may deem relevant. In addition, Holdco’s ability to pay dividends depends significantly on the extent to which it receives dividends from Horizon and there can be no assurance that Horizon will pay dividends. As a result, capital appreciation, if any, of Holdco Class A Ordinary Shares and Holdco Warrants will be an investor’s sole source of gain for the foreseeable future.
Holdco will have broad discretion in the use of its cash, cash equivalents and investments, and it may invest or spend such amounts in ways with which you may not agree or in ways which may not yield a return.
Holdco’s management will have considerable discretion in the application of its cash, cash equivalents and investments, and its shareholders will not have the opportunity to approve how such funds are being used. If such funds are used for corporate purposes that do not result in an increase to the value of its business, Holdco’s stock price could decline. Pending their use, Holdco may invest its cash, cash equivalents and investments in a manner that does not produce income or that loses value.
Holdco’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.
The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Holdco’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, or the future consolidated results of operations or financial position of Holdco. See the section entitled, “Unaudited Pro Forma Condensed Combined Financial Information” for more information.
Investors may face difficulties enforcing foreign court judgments against us.
Currently, substantially all of our assets are located in Singapore and Ireland. It may be difficult for investors to enforce against us judgments obtained from courts outside these jurisdictions with regard to any actions pertaining to our assets located in those jurisdictions.
In addition, certain of our directors and officers are residents of Singapore and Ireland, and the majority of the assets of such persons are located in those countries. As a result, it may be difficult for investors to effect service of process upon our directors and officers who reside in Singapore and Ireland, or to enforce against them judgments obtained in courts outside Singapore and Ireland predicated upon the laws of jurisdictions other than Singapore and Ireland. Furthermore, not all jurisdictions in which we operate are parties to the New York Convention
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on the Recognition and Enforcement of Foreign Arbitral Awards. While some have bilateral treaties concerning the recognition and enforcement of foreign court judgments, they are not parties to any other multinational treaties in this regard. A civil judgment or decision from a foreign court is enforceable in certain countries only if there is a treaty between the countries, a reciprocal agreement, or if it is permitted by the domestic laws of the enforcing country. Certain countries, such as Singapore and Ireland, may establish grounds for their domestic courts to refuse the recognition and enforcement of foreign judgments, decisions, or even foreign arbitral awards.
Provisions in the Holdco A&R Constitution may inhibit a takeover of Holdco, which could limit the price investors might be willing to pay in the future for Holdco’s securities and could entrench management.
The Holdco A&R Constitution will contain provisions that may discourage unsolicited takeover proposals that shareholders of Holdco may consider to be in their best interests. Among other provisions, subject to the right of the shareholders of Holdco as specified in the Holdco A&R Constitution and applicable laws, the Holdco Board has the authority, without further action by its shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with the Holdco Class A Ordinary Shares. Subject to applicable laws, preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of the Holdco or make removal of management more difficult. However, under Singapore law, the Holdco Board may only exercise these rights and powers granted to them under the Holdco A&R Constitution for a proper purpose and for what they believe in good faith to be in the best interests of Holdco.
Claims for indemnification by the Sponsor and our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
Provisions in the Holdco A&R Constitution will provide that we will indemnify our directors and officers. Additionally, we will enter into the Sponsor Indemnification Agreement with the Sponsor at the Closing. While we will procure directors’ and officers’ liability insurance policies which cover our directors, officers, and the Sponsor prior to the Closing, such insurance policies may not be available to us in the future at a reasonable rate and may not cover all potential claims for indemnification.
Holdco will be an “emerging growth company,” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make Holdco Class A Ordinary Shares less attractive to investors, which could have a material and adverse effect on Holdco, including its growth prospects.
Upon consummation of the Business Combination, Holdco will be an “emerging growth company” as defined in the JOBS Act. Holdco will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of DMY’s initial public offering, (b) in which Holdco has total annual gross revenue of at least $1.235 billion or (c) in which Holdco is deemed to be a large accelerated filer, which means the market value of Holdco Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of Holdco’s prior second fiscal quarter, and (ii) the date on which Holdco issued more than $1.0 billion in non-convertible debt during the prior three-year period. Holdco intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies that are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that Holdco’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation.
Furthermore, even after Holdco no longer qualifies as an “emerging growth company,” as long as Holdco continues to qualify as a foreign private issuer under the Exchange Act, Holdco will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 6-K containing unaudited financial and other specified information, upon the occurrence of specified significant events. In addition, Holdco will
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not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.
As a result, Holdco shareholders may not have access to certain information they deem important. Holdco cannot predict if investors will find Holdco Class A Ordinary Shares less attractive because it relies on these exemptions. If some investors find Holdco Class A Ordinary Shares less attractive as a result, there may be a less active trading market and share price for Holdco Class A Ordinary Shares may be more volatile.
As a “foreign private issuer” under the rules and regulations of the SEC, Holdco is permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules and is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.
Holdco is, and will be after the consummation of the Transactions, considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, Holdco is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. Holdco is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Holdco’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Holdco’s securities.
In addition, as a “foreign private issuer”, Holdco is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its Annual Reports filed with the SEC each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice. Holdco cannot give any assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future rely on available Nasdaq exemptions that would allow Holdco to follow its home country practice. Unlike the requirements of Nasdaq, Holdco is not required, under the corporate governance practice and requirements in Singapore for companies that are not listed on the Singapore Exchange, to have its board consist of a majority of independent directors, nor is Holdco required to have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors, or have regularly scheduled executive sessions with only independent directors each year. Such Singapore home country practices for companies that are not listed on the Singapore Exchange may afford less protection to holders of Holdco Class A Ordinary Shares. Notwithstanding the foregoing, Holdco does not intend to rely on any foreign private issuer exemptions at this time. For additional information regarding the corporate governance practices Holdco intends to follow in lieu of Nasdaq requirements, see the section of this proxy statement/prospectus entitled “Management of Holdco Following the Business Combination — Corporate Governance Practices.”
Holdco would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Holdco’s outstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Holdco’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Holdco’s assets are located in the United States; or (iii) Holdco’s business is administered principally in the United States. If Holdco loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Holdco would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Holdco’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.
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The Horizon Shareholders, whose interests may conflict with yours, can exercise significant influence over Holdco. The concentrated voting power of Holdco Ordinary Shares may prevent you and other shareholders from influencing significant decisions or may prevent or discourage unsolicited acquisition proposals or offers for our capital stock, and that may adversely affect the trading price of Holdco Ordinary Shares.
Upon the Closing, the Horizon Shareholders will beneficially own approximately (i) 75.1% of the issued and outstanding Holdco Ordinary Shares, in the No Additional Redemptions Scenario, or (ii) 78.5% of the issued and outstanding Holdco Ordinary Shares, in the 100% Redemptions Scenario. Immediately following the Business Combination, Holdco is expected to be a “controlled company” as defined under the Nasdaq rules, because the Horizon Founder will beneficially own (i) approximately 64.1% of the voting power of Holdco, in the No Additional Redemptions Scenario, or (ii) approximately 65.7% of the voting power of Holdco, in the 100% Redemptions Scenario. For so long as the Horizon Founder holds at least a majority of the voting interests of Holdco and subject to applicable laws, the Horizon Founder will have the ability to significantly influence decision-making with respect to Holdco’s business direction and policies, and matters over which the Horizon Founder will, directly or indirectly, exercise significant influence following the Closing include: (i) increases or decreases in the size of the Holdco Board and the election of the directors of the Holdco Board; (ii) amendments of the organizational documents; and (iii) approval of other major corporate transactions, such as merger, consolidation, or sale of assets. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of the Horizon Founder. In addition, such concentrated control may prevent or discourage unsolicited acquisition proposals or offers for our ordinary shares that you may feel are in your best interest as one of our shareholders. As a result, such concentrated control may adversely affect the market price of Holdco Class A Ordinary Shares.
Holdco’s dual class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Holdco Class A Ordinary Shares may view as beneficial.
Holdco has a dual class share structure such that Holdco Ordinary Shares consist of Holdco Class A Ordinary Shares and Holdco Class B Ordinary Shares. In respect of matters requiring the votes of shareholders, each Holdco Class A Ordinary Share is entitled to one vote and each Holdco Class B Ordinary Share is entitled to three (3) votes. The holder of Holdco Class B Ordinary Shares would have the right to convert each Holdco Class B Ordinary Share into one Holdco Class A Ordinary Share at any time, at the election of the holder of Holdco Class B Ordinary Shares. Upon any sale, assignment, transfer, pledge or other disposition of the Holdco Class B Ordinary Shares, whether or not for value and whether or not voluntary or involuntary (with certain customary exceptions described in more detail elsewhere in this proxy statement/prospectus), such Holdco Class B Ordinary Shares will automatically be converted into Holdco Class A Ordinary Shares at an initial conversion rate of one to one, subject to adjustment by the Holdco Board. Additionally, all outstanding Holdco Class B Ordinary Shares will automatically be converted into Holdco Class A Ordinary Shares at an initial conversion rate of one to one, subject to adjustment by the Holdco Board, as follows: (x) at 5:00 p.m., Singapore time, on the first day following the date on which the Horizon Founder is no longer serving as a director or officer of Holdco, (y) the death or incapacity of the Horizon Founder, and (z) such time as the number of outstanding Holdco Class B Ordinary Shares is less than 50% of the total number of Holdco Class B Ordinary Shares outstanding as of immediately following the Amalgamation (as equitably adjusted for share splits, reverse share splits, share dividends, reorganizations, consolidations, exchanges of shares or other similar transactions). The Holdco Class B Ordinary Shares are also convertible into an equal number of Holdco Class A Ordinary Shares at any time at the option of the holder.
Holdco Class A Ordinary Shares are not convertible into Holdco Class B Ordinary Shares under any circumstances. The holder of Holdco Class B Ordinary Shares will, subject to applicable laws, have the ability to control matters requiring shareholders’ approval, including any amendment of the organizational documents. Any future issuances of Holdco Class B Ordinary Shares may be dilutive to the voting power of holders of Holdco Class A Ordinary Shares. Any conversions of Holdco Class B Ordinary Shares into Holdco Class A Ordinary Shares may dilute the percentage ownership of the existing holders of Holdco Class A Ordinary Shares within their class of Holdco Ordinary Shares. Such conversions may increase the aggregate voting power of the existing holders of Holdco Class A Ordinary Shares. Future issuances of Holdco Class B Ordinary Shares may also be dilutive to holders of Holdco Class B Ordinary Shares.
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As a result of the dual class share structure and the concentration of ownership, the Horizon Founder, the sole beneficial owner of Holdco Class B Ordinary Shares, will have considerable influence over decision-making with respect to Holdco’s business direction and policies. Subject to applicable laws, matters over which the Horizon Founder will, directly or indirectly, exercise significant influence following the Closing include: (i) increases or decreases in the size of the Holdco Board and the election of the directors of the Holdco Board; (ii) amendments of the organizational documents; and (iii) approval of other major corporate transactions, such as merger, consolidation, or sale of assets. This disparate voting rights structure may have anti-takeover effects, and may discourage, delay or prevent a change in control of Holdco, which could have the effect of depriving other shareholders of the opportunity to receive a premium for their Holdco Class A Ordinary Shares or Holdco Class A Ordinary Shares as part of a sale of Holdco and may reduce the price of Holdco Ordinary Shares.
Holdco will be a “controlled company” within the meaning of the Nasdaq rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.
In addition to being a foreign private issuer, immediately following the Business Combination, Holdco is expected to be a “controlled company” as defined under the Nasdaq rules, because the Horizon Founder will beneficially own approximately 64.1% of the voting power of Holdco in the No Additional Redemptions Scenario. Such controlling interest to be beneficially owned by the Horizon Founder will allow him to indirectly control, subject to applicable laws, matters submitted to the shareholders for vote. For as long as Holdco remains a controlled company under that definition, Holdco is permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of the Holdco Board must consist of independent directors, that Holdco has to establish a compensation committee composed entirely of independent directors or that Holdco has independent director oversight of director nominations. However, Holdco does not intend to rely on any controlled company exemptions at this time. For additional information regarding the corporate governance practices Holdco intends to follow in lieu of Nasdaq requirements, see the section of this proxy statement/prospectus entitled “Management of Holdco Following the Business Combination — Corporate Governance Practices.”
Subsequent to completion of the Business Combination, Holdco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price post-Business Combination, which could cause you to lose some or all of your investment.
Even though DMY has conducted due diligence on Horizon, it cannot assure you that this diligence will surface all material issues that may be present, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of DMY’s, Holdco’s or Horizon’s control will not later arise. As a result of these factors, Holdco may be forced to later write-down or write-off assets, restructure Holdco’s operations, or incur impairment or other charges that could result in reporting losses. Even if DMY’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with DMY’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on liquidity, the fact that Holdco reports charges of this nature could contribute to negative market perceptions about its securities post-Business Combination. Accordingly, any equity holders who choose to remain equity holders following the Business Combination could suffer a reduction in the value of their equity. Such equity holders are unlikely to have a remedy for such reduction in value unless they are able to claim successfully that the reduction was due to the breach by DMY directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that this proxy statement/prospectus contained an actionable material misstatement or material omission.
Sales of a substantial number of Holdco securities in the public market following the Business Combination could adversely affect the market price of Holdco Class A Ordinary Shares.
At the Closing, up to 33,569,237 Holdco Class A Ordinary Shares and 19,953,321 Holdco Class B Ordinary Shares are expected to be issued and outstanding, assuming the No Additional Redemptions Scenario. Of those shares up to 2,325,987 will be freely tradeable subject to registration requirements applicable to persons deemed to be “affiliates” of Holdco after the Closing and 41,793,891 shares will be subject to contractual lock-up obligation pursuant to the Lock-Up Agreement. Additionally, at Closing, 6,044,160 Holdco Class A Ordinary Shares will be issuable upon the exercise of 6,044,160 outstanding Holdco Warrants, 5,983,204 Holdco Class A Ordinary Shares
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will be issuable upon the exercise of 5,983,204 Holdco Options, and Holdco will have reserved an aggregate of up to 6,554,992 Holdco Class A Ordinary Shares pursuant to the 2026 Plan and up to 983,249 Holdco Class A Ordinary Shares pursuant to the ESPP, in each case assuming the No Additional Redemptions Scenario.
When the applicable lock-up periods expire, our security holders subject to lock-up provisions will be able to sell Holdco Class A Ordinary Shares in the public market. Sales of a substantial number of such shares upon expiration of the lock-up provisions, the perception that such sales may occur or early release of these lock-up provisions could cause our market price to fall or make it more difficult for you to sell your Holdco Class A Ordinary Shares at a time and price that you deem appropriate.
The registration statement of which this proxy statement/prospectus forms a part also includes a resale prospectus with respect to the resale by the Selling Securityholder named therein of up to 2,884,660 Warrants and 2,884,660 Class A Ordinary Shares issuable upon the exercise of such Warrants. The Selling Shareholder may sell such securities at any time and from time to time after the expiration of applicable lock-up periods.
In addition, we may file a registration statement to register shares reserved for future issuance under our 2026 Plan and ESPP. Subject to the satisfaction of applicable vesting requirements and expiration of the lock-up provisions referred to above, the shares issued upon exercise of outstanding stock options would be available for immediate resale in the open market.
There can be no assurance that the Holdco Class A Ordinary Shares and Holdco Warrants will be approved for listing on Nasdaq following the Closing, or that Holdco will be able to comply with the continued listing rules of Nasdaq.
The initial eligibility for listing of Holdco’s securities on Nasdaq may depend on, among other things, the number of Public Shares that are redeemed. If Nasdaq refuses to list Holdco’s securities in connection with the Business Combination or if, after the Business Combination, Nasdaq delists the Holdco Class A Ordinary Shares or Holdco Warrants from trading on its exchange for failure to meet its listing rules, Holdco and its shareholders could face significant material adverse consequences including:
• a limited availability of market quotations for our securities;
• reduced liquidity for our securities;
• a determination that Holdco Class A Ordinary Shares is a “penny stock” which will require brokers trading in Holdco Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
• a limited amount of news and analyst coverage; and
• a decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If the Holdco Class A Ordinary Shares and Holdco Warrants are listed on Nasdaq, they will be covered securities. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. If Holdco’s securities are not, or are no longer listed on Nasdaq, such securities would not qualify as covered securities and Holdco would be subject to regulation in each state in which it offers its securities.
An active, liquid trading market for Holdco Class A Ordinary Shares and Holdco Warrants may not develop, which may limit your ability to sell Holdco Class A Ordinary Shares or Holdco Warrants.
Prior to the completion of the Business Combination, there was no public market for Holdco Class A Ordinary Shares or Holdco Warrants. Although we intend to apply to list the Holdco Class A Ordinary Shares and Holdco Warrants on Nasdaq upon the Closing under the ticker symbols “HQ” and “HQW,” respectively, an active trading market for Holdco Class A Ordinary Shares or Holdco Warrants may never develop or be sustained following the consummation of the Business Combination. The initial valuation of the Holdco Class A Ordinary Shares and Holdco Warrants may not be indicative of the market price of Holdco Class A Ordinary Shares and Holdco Warrants that will
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prevail in the open market after the consummation of the Business Combination. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of Holdco Class A Ordinary Shares and Holdco Warrants. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing Holdco Class A Ordinary Shares and Holdco Warrants.
The price of Holdco’s securities may be volatile, and the value of its securities may decline.
Holdco cannot predict the prices at which its securities will trade. The price of Holdco’s securities may not bear any relationship to the market price at which its securities will trade after the Business Combination or to any other established criteria of the value of its business and prospects, and the market price of its securities following the Business Combination may fluctuate substantially and may be lower than the price agreed by DMY and Horizon in connection with the Business Combination. In addition, the trading price of Holdco’s securities following the Business Combination could be subject to fluctuations in response to various factors, some of which are beyond its control. These fluctuations could cause you to lose all or part of your investment. Factors that could cause fluctuations in the trading price of Holdco’s securities include the following:
• actual or anticipated fluctuations in Holdco’s financial condition or results of operations;
• variance in Holdco’s financial performance from expectations of securities analysts;
• changes in Holdco’s projected operating and financial results;
• changes in laws or regulations applicable to Holdco’s business;
• announcements by Holdco or its competitors of significant business developments, acquisitions or new offerings;
• sales of Holdco’s securities by its shareholders or warrant holders, as well as the anticipation of lockup releases;
• significant breaches of disruptions to or other incidents involving Holdco’s information technology systems or those of its business partners;
• Holdco’s involvement in material litigation;
• conditions or developments affecting the blue-collar lifetime service industry in China;
• changes in senior management or key personnel;
• the trading volume of Holdco’s securities;
• general economic and market conditions; and
• other events or factors, including those resulting from war, incidents of terrorism, global pandemics or responses to these events.
Short sellers may engage in manipulative activity intended to drive down the market price of Holdco Class A Ordinary Shares, which could also result in related regulatory and governmental scrutiny, among other effects.
Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of later buying lower priced identical securities to return to the lender. Accordingly, it is in the interest of a short seller of Holdco Class A Ordinary Shares for the price to decline. At any time, short sellers may publish, or arrange for the publication of, opinions or characterizations that are intended to create negative market momentum. Because we expect to have a limited public float immediately following the Closing, we may be vulnerable to such short seller attacks. Short selling reports may cause increased volatility in our stock price, and result in regulatory and governmental inquiries. Any inquiry or formal investigation from a governmental organization or other regulatory body, including any inquiry from the SEC or the U.S. Department of Justice, could result in a material diversion of our management’s time and could have a material adverse effect on our business and results of operations.
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The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an initial public offering and may create risks for Holdco’s unaffiliated investors.
A conventional initial public offering, or IPO, involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of proving that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of an IPO company’s business, financial condition and results of operations. Because there is no independent third-party underwriter involved in the Business Combination or the issuance of securities in connection therewith, investors will not receive the benefit of an outside independent review of Holdco’s, Horizon’s and DMY’s respective finances and operations typically performed in an initial public securities offering. Going public via a business combination with a special purpose acquisition company, such as DMY, may therefore result in less careful vetting of information that is presented to the public.
In addition, going public via a business combination with a special purpose acquisition company does not involve a bookbuilding process as is the case in an IPO. In any IPO, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a business combination involving a special purpose acquisition company, the value of the target company is established by means of negotiations between the target company and the special purpose acquisition company. The process of establishing the value of a target company in a business combination may be less effective than an IPO bookbuilding process and also does not reflect events that may have occurred between the date of the business combination agreement and the closing of the transaction. In addition, while IPOs are frequently oversubscribed, resulting in additional potential demand for shares in the aftermarket following an IPO, there is no comparable process of generating investor demand in connection with a business combination between a target company and a special purpose acquisition company, which may result in lower demand for Holdco’s securities after the Closing, which could in turn decrease liquidity and trading prices as well as increase trading volatility. Specifically, Horizon has discretion to waive certain closing conditions that are negotiated between the parties to the Business Combination Agreement and are not otherwise mandated by regulatory requirements, and as a result, Holdco may not be able to reap the benefits of such negotiations.
The DMY Public and Private Warrants will be assumed by Holdco and converted into warrants to purchase Holdco Class A Ordinary Shares, which will likely increase the number of Holdco Class A Ordinary Shares eligible for future resale in the public market and result in dilution to Holdco’s shareholders.
The DMY Public and Private Warrants will be assumed by Holdco and converted into corresponding warrants to purchase an aggregate of 6,044,160 Holdco Class A Ordinary Shares. The Holdco Public Warrants will not become exercisable until 30 days after the Closing, and will expire five years after the completion of the Business Combination. Each Holdco Warrant will entitle the holder thereof to purchase one ordinary share at a price of $11.50 per Holdco Class A Ordinary Share, subject to adjustment. The Holdco Warrants may be exercised only for a whole number of Holdco Class A Ordinary Shares. To the extent such warrants are exercised, additional Holdco Class A Ordinary Shares will be issued, which will result in dilution to the then-existing holders of Holdco Class A Ordinary Shares and increase the number of shares eligible for resale in the public market. The dilution, as a percentage of outstanding shares, caused by the exercise of the Holdco Warrants will increase if a large number of Public Shareholders elect to redeem their shares in connection with the Business Combination. Holders of the Public Warrants do not have a right to redeem such warrants in connection with the Business Combination. Accordingly, the redemption of Public Shares without any accompanying redemption of Public Warrants will increase the dilutive effect of the exercise of Public Warrants. For illustrative purposes, assuming the redemption of 1,169,293 Public Shares at $11.74 per share (calculated as of December 31, 2025), or approximately 50% of the outstanding Public Shares, and assuming each redeeming shareholder holds one-half of one DMY Public Warrant for each Public Share redeemed, representing the number of DMY Public Warrants initially included in the DMY Units, up to 584,646 DMY Public Warrants would be retained by redeeming shareholders (assuming the Business Combination occurred despite such redemptions, thereby permitting the exercise of DMY Public Warrants following the Closing) with an aggregate market value of approximately $1.5 million, based on the market price of $2.53 per DMY Public Warrant as of January 28, 2026. Sales of substantial numbers of Holdco Class A Ordinary Shares in the public market could adversely affect the market price of Holdco Class A Ordinary Shares.
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The Warrant Agreement relating to the Holdco Warrants will provide that Holdco agrees that any action, proceeding or claim against it arising out of or relating in any way to such agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and that Holdco irrevocably submits to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This exclusive forum provision could limit Holdco Warrant holders’ ability to obtain what they believe to be a favorable judicial forum for disputes related to the Warrant Agreement.
In connection with the Business Combination, Holdco will enter into the Warrant Agreement through an assumption of and amendment to the existing warrant agreement entered into by DMY and the warrant agent in connection with DMY’s IPO, which relates to the DMY Warrants. The Warrant Agreement will provide that any action, proceeding or claim against Holdco arising out of or relating in any way to such agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, which will be the exclusive forum for any such action, proceeding or claim. This provision will apply to claims under the Securities Act but, as discussed below, will not apply to claims under the Exchange Act.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision in the Warrant Agreement will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Accordingly, the exclusive forum provision does not designate the courts of the State of New York as the exclusive forum for any derivative action arising under the Exchange Act, as there is exclusive federal jurisdiction in that instance.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the enforceability of the exclusive forum provision in the Warrant Agreement is uncertain, and a court may determine that such provision will not apply to suits brought to enforce any duty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction. Further, compliance with the federal securities laws and the rules and regulations thereunder cannot be waived by investors in Holdco’s securities.
The exclusive forum provision in the Warrant Agreement may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes related to the Warrant Agreement, which may discourage such lawsuits against Holdco and its directors or officers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, Holdco may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition and results of operations and result in a diversion of the time and resources of Holdco’s management and board of directors.
Holdco may redeem unexpired Holdco Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem the outstanding Holdco Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of Holdco Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Holdco Securities — Holdco Warrants — Public Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the Holdco Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the Holdco Public Warrants as set forth above even if the holders are otherwise unable to exercise the Holdco Public Warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. As of the date of this proxy statement/prospectus, DMY Class A Shares have never traded above $18.00 per share, therefore neither current nor recent share prices meet or exceed the threshold that would allow Holdco to redeem Holdco Public Warrants.
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In addition, we have the ability to redeem the outstanding Holdco Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of Holdco Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Holdco Securities — Holdco Warrants — Public Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of Holdco Class A Ordinary Shares determined based on the redemption date and the fair market value of Holdco Class A Ordinary Shares. Please see “Description of Holdco Securities — Holdco Warrants — Public Warrants — Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00.” The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of Holdco Class A Ordinary Shares received is capped at 0.361 Holdco Class A Ordinary Share per warrant (subject to adjustment) irrespective of the remaining life of the warrants. In addition, such redemptions may occur at a time when the Holdco Warrants are “out-of-the-money,” in which case holders thereof would lose any potential embedded value from a subsequent increase in the value of the Holdco Class A Ordinary Shares had such Holdco Warrants remained outstanding.
None of the Holdco Private Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.
The Holdco Warrants will be recognized and accounted for as derivative liabilities in accordance with ASC 815 and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of the Holdco Class A Ordinary Shares.
The guidance contained in ASC 815-40 provides that because the Holdco Warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we will classify each of the Holdco Warrants as a liability at its fair value as determined by us based upon a valuation report obtained from an independent third party valuation firm. At each reporting period (1) the accounting treatment of the Holdco Warrants will be re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the Holdco Warrants is remeasured and the change in the fair value of the liability is recorded as other income (expense) in our income statement. Changes in the inputs and assumptions for the valuation model we use to determine the fair value of such liability may have a material impact on the estimated fair value of the embedded derivative liability. The share price of Holdco Class A Ordinary Shares represents the primary underlying variable that will impact the value of the derivative instruments. Additional factors that may impact the value of the derivative instruments include the volatility of our share price, discount rates and stated interest rates. As a result, our financial statements and results of operations will fluctuate quarterly, based on various factors, such as the share price of the Holdco Class A Ordinary Shares, many of which are outside of our control. In addition, we may change the underlying assumptions used in our valuation model, which could in result in significant fluctuations in our results of operations. If our share price is volatile, we expect that we will recognize non-cash gains or losses on our warrants or any other similar derivative instruments each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of Holdco Class A Ordinary Shares.
The issuance of additional share capital in connection with financings, acquisitions, investments, or otherwise will dilute all other shareholders.
Holdco expects to issue additional share capital in the future that will result in dilution to all other shareholders. Holdco may raise capital through equity financings in the future. As part of Holdco’s business strategy, it may acquire or make investments in companies, solutions or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of the additional share capital may cause shareholders to experience significant dilution of their ownership interests and the per share value of the Holdco Ordinary Shares to decline.
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Based on the actual redemptions by Public Shareholders in connection with the Business Combination, Holdco, DMY and Horizon may release from the lock-up restrictions contained in the Lock-Up Agreements all or a portion of the Holdco Class A Ordinary Shares issued to Horizon shareholders.
Holdco, DMY and Horizon are requiring as part of the Business Combination that all shareholders of Horizon sign a Lock-Up Agreement prior to the Closing, which will likely result in little liquidity for Holdco Class A Ordinary Shares immediately after the Closing, since only the Public Shareholders would have freely tradeable securities. However, as a result of such Lock-Up Agreements, if there are significant redemptions by Public Shareholders in connection with the Business Combination, Holdco may not have sufficient public float of the Holdco Class A Ordinary Shares as of the Closing to meet Nasdaq initial listing requirements. The parties have no current plan or expectation of releasing any Horizon Shareholder from such lock-up restrictions. The restrictions set forth in the Lock-Up Agreements are waivable in writing by Holdco, Horizon and DMY at any time prior to the Closing, and they may do so to the extent required for Holdco to have sufficient public float to meet Nasdaq initial listing requirements, which may result in a significant number of additional Holdco Class A Ordinary Shares being freely tradeable in the market immediately after the Closing, which could result in heavy selling of Holdco Class A Ordinary Shares immediately after the Closing by former Horizon shareholders.
Risks Related to Investments in Singapore Companies
Singapore take-over laws contain provisions which may vary from those in other jurisdictions.
Holdco is subject to the Singapore Take-Over Code. The Singapore Take-Over Code contains certain provisions that may possibly delay, deter or prevent a future take-over or change in control of Holdco. Under the Singapore Take-Over Code, except with the consent of the Securities Industry Council of Singapore (“SIC”), any person acquiring an interest, whether by a series of transactions over a period of time or not, either on his own or together with parties acting in concert with him, in 30% or more of Holdco’s voting rights, is required to extend a take-over offer for all the relevant class(es) of shares in Holdco’s capital in accordance with the Singapore Take-Over Code. Except with the consent of the SIC, such a take-over offer is also required to be made if a person holding between 30% and 50% (both inclusive) of Holdco’s voting rights, either on his own or together with parties acting in concert with him, acquires additional voting shares representing more than 1% of Holdco’s voting rights in any six-month period. In the case where Holdco has more than one class of equity share capital, a comparable take-over offer must be made for each class of shares in accordance with the Singapore Take-Over Code and the SIC should be consulted in advance in such cases. While the Singapore Take-Over Code seeks to ensure an equality of treatment among shareholders in take-over or merger situations, its provisions could substantially impede the ability of the shareholders to benefit from a change of control and, as a result, may adversely affect the market price of the ordinary shares and the ability to realize any benefit from a potential change of control. In addition, an offeror must treat all shareholders of the same class in an offeree company equally. This concentration of ownership could accelerate, delay, defer or prevent a change in control of Holdco or a successful offer under the Singapore Take-Over Code by another person.
Risks Related to DMY and the Business Combination
Unless the context otherwise requires, references in this subsection “— Risks Related to DMY and the Business Combination” to “we”, “us”, and “our” generally refer to DMY in the present tense or Holdco from and after the Business Combination.
DMY’s securities were delisted from trading on the NYSE American exchange and trade on the OTC Markets, which could limit investors’ ability to make transactions in DMY’s securities and subject DMY to additional trading restrictions.
NYSE American Rules Section 119(b) requires a special purpose acquisition company to complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Because DMY did not complete its initial business combination on or before September 29, 2025, the trading of the DMY Class A Shares, DMY Public Warrants, and DMY units was suspended at the closing of business on September 29, 2025, and a Form 25-NSE was filed with the Securities Exchange Commission, which removed DMY’s securities from listing and registration on NYSE American. Beginning on September 30, 2025, the DMY Class A Shares and DMY Public Warrants are traded on the OTCQB Market and the DMY Units are quoted on the OTCID under the
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symbols “DMYY”, “DMYYW”, and “DMYYU”, respectively. After delisting from NYSE American, there may be a very limited market in which DMY’s securities are traded, the trading price of DMY’s securities may be adversely affected, and the DMY Class A Shares may be deemed to be a “penny stock”. DMY 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.
As a result of being traded on the over-the-counter market, DMY could face significant material adverse consequences, including:
• a limited availability of market quotations for its securities;
• reduced liquidity for its securities;
• a determination that the DMY Class A Shares are a “penny stock” which will require brokers trading in the DMY Class A Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
• a limited amount of news and analyst coverage; and
• a decreased ability to issue additional securities or obtain additional financing in the future.
Additionally, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because DMY’s securities are no longer listed on a national securities exchange, they would not be considered covered securities. As a result, DMY’s securities would be subject to regulation in each state in which it offers its securities. However, since the Business Combination is structured such that Holdco is issuing its securities, rather than DMY, and Holdco’s securities are expected to be listed on Nasdaq upon the closing of the Business Combination, it is not expected that such designation will have a negative impact on the parties’ ability to consummate the Business Combination. Nevertheless, there is no assurance that a state could not seek to hinder or delay the Business Combination, which could possibly lead to DMY being forced to dissolve and liquidate. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by SPACs, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.
Further, if DMY fails to meet criteria set forth in Rule 15c2-11 under the Exchange Act (for example, by failing to file periodic reports as required by the Exchange Act), various practice requirements are imposed on broker-dealers who sell securities governed by Rule 15c2-11 to persons other than established customers and accredited investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transactions prior to sale. Consequently, Rule 15c2-11 may have a material adverse effect on the ability of broker-dealers to sell DMY securities, which may materially affect the ability of investors to sell the securities in the secondary market. Not being listed on a national securities exchange may make trading in DMY securities difficult for investors, potentially leading to declines in the share price. It may also make it more difficult for DMY to raise additional capital.
We have identified material weaknesses in our internal controls over financial reporting. These material weaknesses could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
DMY’s management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. DMY’s management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
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DMY identified an error in the formula for the redemption value for DMY Class A shares subject to possible redemption as of March 31, 2024, June 30, 2024 and September 30, 2024, which resulted in a material misstatement of DMY Class A Shares subject to possible redemption and the accumulated deficit and related financial disclosures in each of the Quarterly Reports on Form 10-Q as of and for the three months ended March 31, 2024, as of and for the three and six months ended June 30, 2024, and as of and for the three and nine months ended September 30, 2024 (the “2024 Affected Periods”). As a result, our management has concluded that a material weakness existed in DMY’s internal control over financial reporting as of December 31, 2024, and that DMY’s disclosure controls and procedures were ineffective as of December 31, 2024. DMY intends to take steps to remediate this material weakness, including plans to increase scrutiny over Trust Account balances, to enhance documentation of processes, and to increase communication among DMY’s management and the DMY Board. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
Additionally, DMY identified an error in our Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2025 (the “2025 Affected Period”). We concluded that we had not properly recognized excise tax payable under the Inflation Reduction Act of 2022 (“IRA”) related to the redemption of 3,980,414 shares of DMY Class A Shares in January 2024. While the impact was previously considered immaterial at December 31, 2024 due to offsetting over-accrued income taxes, that offset was eliminated in the first quarter of 2025, making the full liability material. As a result, the audit committee of the DMY Board, in consultation with management, determined that the financial statements for the quarter ended March 31, 2025 should no longer be relied upon and must be restated.
The error in the 2025 Affected Period reflects a deficiency in our internal controls related to the evaluation and recognition of excise tax obligations. As a result, DMY’s management has concluded that a material weakness existed in DMY’s internal control over financial reporting as of March 31, 2025, and that DMY’s disclosure controls and procedures were not effective as of March 31, 2025. Although we maintain processes to identify and apply accounting requirements, this error highlights the need for enhanced procedures to monitor complex and emerging tax-related guidance and to ensure timely recognition of such obligations. Our remediation plans include increasing access to technical tax resources, strengthening internal review procedures, and consulting more frequently with third-party advisors on new or complex tax and accounting matters.
Efforts to remediate the foregoing material weaknesses may not be effective or prevent any future material weakness or significant deficiency in our internal control over financial reporting. If our efforts are not successful or other material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately on a timely basis, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence and cause the market price of DMY Class A Shares to decline.
We can give no assurance that the measures we have taken or plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls.
DMY may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.
As discussed above, we have identified material weaknesses in our internal controls over financial reporting. As a result of such material weaknesses, the restatement of our financial statements for the 2025 Affected Period and the 2024 Affected Periods and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatements and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Registration Statement, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future.
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Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
We may not have sufficient liquidity to meet our anticipated obligations prior to the completion of the Business Combination. We have until up to June 29, 2026 to consummate the Business Combination. Although DMY intends to complete the Business Combination within the Combination Period, there can be no assurance that we will be able to consummate the Business Combination by this time. If the Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of DMY. Accordingly, DMY’s management has determined that the mandatory liquidation, should the Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern.
Neither the DMY Board nor any committee thereof obtained a third-party valuation or fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, you have no assurance from an independent source that the price DMY is paying for Horizon is fair to DMY — and, by extension, its securityholders — from a financial point of view.
Neither the DMY Board nor any committee thereof is required to obtain an opinion (or any similar report) from an independent investment banking or accounting firm that the price that DMY is paying for Horizon in the Business Combination is fair to DMY or its shareholders from a financial point of view. In analyzing the Business Combination, the DMY Board consulted with its advisors, including legal counsel and Needham, and with DMY management and considered a number of factors, uncertainties and risks, including, but not limited to, those discussed under “Proposal No. 1 — The Business Combination Proposal — DMY Board’s Reasons for the Approval of the Business Combination,” and concluded that the Business Combination was in the best interest of DMY Shareholders. Accordingly, investors will be relying solely on the judgment of the DMY Board in valuing Horizon, and the DMY Board may not have properly valued such businesses. As a result, the terms may not be fair from a financial point of view to DMY Public Shareholders. The lack of a third-party valuation or fairness opinion (or any similar report or appraisal) may also lead an increased number of DMY Shareholders to vote against the Business Combination or demand redemption of their Public Shares, which could potentially impact DMY’s ability to consummate the Business Combination. For information about the standards used by the DMY Board in evaluating the Business Combination Agreement and proposed Business Combination with Horizon, see “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination”.
The Sponsor, DMY’s Directors and Officers and their affiliates have interests in the Business Combination and the proposals described in this proxy statement/prospectus that are different from, or in addition to and/or in conflict with, those of the DMY Shareholders generally.
When you consider the recommendation of the DMY Board to vote in favor of approval of the Business Combination Proposal and the other proposals included herein, you should keep in mind that the Sponsor and DMY’s directors and officers have interests in such proposals that are different from, in addition to and/or in conflict with, those of the DMY Shareholders generally. These interests include, among other things:
• the fact that the Sponsor holds 1,163,484 Founder Shares which were initially purchased for an aggregate of $25,000, and such shares will have a significantly higher value at the time of the Business Combination. At the Closing, the Sponsor will hold an aggregate of 1,163,484 Holdco Class A Ordinary Shares issued upon the conversion of such Founder Shares, which if unrestricted and freely tradeable, would be valued at approximately $14.5 million, based on the $12.45 closing price of the DMY Class A Shares on OTCQB on January 28, 2026. However, given that such Holdco Class A Ordinary Shares will be subject to a lock-up described elsewhere in this proxy statement/prospectus, DMY believes such shares have less value;
• the fact that, as a result of the low purchase price paid for the Founder Shares, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment even at a time when the Holdco Class A Ordinary Shares have lost significant value. Accordingly, the economic interests of the Sponsor diverge from the economic interests of DMY Public Shareholders because the Sponsor will realize a gain on its investment from the completion of any business combination while DMY Public Shareholders will realize a gain only if the post-Closing trading price exceeds $10.00 per share;
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• the fact that the Sponsor holds 2,884,660 DMY Private Warrants, initially purchased for $1.00 per DMY Private Warrant, or $2,884,660 in the aggregate, in a private placement that occurred simultaneously with the closing of the DMY IPO; such warrants will automatically be assumed by Holdco at the effective time of the SPAC Merger and will become Holdco Private Warrants exercisable for 2,884,660 Holdco Class A Ordinary Shares at an initial exercise price of $11.50 per share. DMY estimates that, at the Closing, if unrestricted and freely tradeable, such Holdco Warrants would be valued at approximately $7.3 million, based on the $2.53 closing price of the DMY Public Warrants on OTCQB on January 28, 2026. However, given that such Holdco Warrants will be subject to a lock-up described elsewhere in this proxy statement/prospectus, DMY believes such warrants have less value;
• the fact that Sponsor has waived its right to redeem any DMY Common Stock held by it in connection with the shareholder vote to approve the Business Combination;
• the fact that, if DMY were to liquidate rather than complete an initial business combination, the Sponsor will lose its entire investment in DMY, which totals approximately $7,349,177 as of the date of this proxy statement/prospectus, comprising the $25,000 purchase price for the Founder Shares, the $2,884,660 purchase price for the DMY Private Warrants purchased by Sponsor in a private placement concurrently with the DMY IPO, the $947,850 Overfunding Loan, an aggregate of $1,191,667 of Contributions for Extensions to the Combination Period, up to $1.5 million of which may be converted into Holdco Private Warrants or repaid in cash at the Closing, and approximately $2,300,000 of other loans, advances, and out-of-pocket expenses. However, if DMY fails to consummate a business combination within the Combination Period and liquidates, such loans will not be converted into warrants and any loans, advances, and out-of-pocket expenses will only be repaid to the extent of any cash outside of the Trust Account. The potential loss of this investment may have incentivized Sponsor and its affiliates to pursue a business combination transaction on unfavorable terms in order to avoid a liquidation;
• the fact that, if the Trust Account is liquidated, including in the event DMY is unable to complete an initial business combination within the Combination Period, the Sponsor has agreed that it will be liable to DMY if and to the extent any claims by a third party for services rendered or products sold to DMY, or a prospective target business with which DMY has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable and up to $100,000 of interest to pay dissolution expenses; provided that such obligation will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (whether or not such waiver is enforceable), any claims by DMY’s independent registered public accounting firm, or any claims under the indemnity of the underwriters of the DMY IPO against certain liabilities, including liabilities under the Securities Act;
• the fact that Harry You, DMY’s Chairman, Chief Executive Officer, and Chief Financial Officer and an affiliate of the Sponsor, is expected to be a director of Holdco after the Closing. As such, in the future, Mr. You may receive fees for his service as a director, which may consist of cash or stock-based awards, and any other remuneration that the Holdco Board determines to pay to its non-employee directors;
• the fact that Harry You entered into a SAFE with Horizon on December 18, 2025, with a face amount of $500,000, which will convert into 49,783 Holdco Class A Ordinary Shares at the Closing, using an Estimated Exchange Ratio of 2.46. If the Business Combination is not completed, then Mr. You would retain an investment in Horizon as a private company;
• the fact that, pursuant to the Registration Rights Agreement, the Sponsor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the Holdco Ordinary Shares and Holdco Warrants held by it following the consummation of the Business Combination. DMY estimates that the Sponsor will hold an aggregate of 1,163,484 Holdco Class A Ordinary Shares, 2,884,660 Holdco Warrants, and 2,884,660 Holdco Class A Ordinary Shares underlying Holdco Warrants subject to registration rights;
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• the fact that each of DMY’s directors, other than Harry You, will receive $100,000 in cash as compensation for director services upon the earlier of the Closing or DMY’s liquidation. Although such directors are entitled to receive such compensation even if DMY does not consummate an initial business combination before the end of the Combination Period and liquidates, such persons will not have any claim against the Trust Account for such payments. Accordingly, in the event that DMY liquidates, DMY may be unable to pay such director fees;
• the fact that Holdco and Horizon agreed to enter into the Sponsor Indemnification Agreement with Sponsor at the Closing, pursuant to which Holdco and Horizon will indemnify, exonerate and hold harmless Sponsor and the Sponsor Indemnified Persons from and against any and all Sponsor Indemnified Liabilities arising out of or relating to any pending or threatened action, cause of action, suit, litigation, investigation, proceeding, inquiry, arbitration or claim against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arise out of or relates to DMY’s operations or conduct of its business, the Business Combination, and/or any claim against the Sponsor and/or a Sponsor Indemnified Person alleging any expressed or implied management, control or endorsement of any activities of DMY, or any express or implied association with Holdco, Horizon, or DMY, or any of their respective affiliates. The Sponsor Indemnification Agreement will not however apply to claims arising primarily out of (a) any breach by such Sponsor Indemnified Person of any other agreement between such Sponsor Indemnified Person, on the one hand, and Horizon, Holdco or DMY or any of their respective subsidiaries, on the other hand, or (b) the willful misconduct, gross negligence or bad faith of such Sponsor Indemnified Person; and
• the continued indemnification of former and current directors and officers of DMY and the Sponsor and the continuation of directors’ and officer’s liability insurance after the Business Combination.
As a result of the foregoing interests, the Sponsor and DMY’s directors and officers will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that would be less favorable to Public Shareholders. In the aggregate, the Sponsor has approximately $26.3 million at risk that depends upon the completion of the Business Combination.
In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Massachusetts law. We believe, however, that there were no such corporate opportunities presented to our directors and officers which were not presented to DMY, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About DMY — Conflicts of Interest.”
The existence of financial and personal interests of one or more of DMY’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of DMY and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals set forth in this proxy statement/prospectus. The financial and personal interests of the Sponsor, as well as DMY’s directors and officers, may have influenced their motivation in identifying and selecting Horizon as the Business Combination target, completing the Business Combination with Horizon and influencing the operation of the business following the initial business combination. In considering the recommendation of the DMY Board to vote in favor of approval of the proposals set forth in this proxy statement/prospectus, unaffiliated DMY Shareholders should keep in mind that the Sponsor and DMY’s directors and officers and entities affiliated with them, have interests in such proposals that are different from, or in addition to, those of unaffiliated DMY Shareholders.
DMY’s officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
Until the Closing of the Business Combination, DMY is in the business of identifying and combining with one or more businesses. Each of DMY’s officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of
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interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor. Each of DMY’s officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of the DMY officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. We do not believe, however, that the fiduciary duties or contractual obligations of the DMY officers or directors will materially affect our ability to complete the Business Combination.
In addition, the Sponsor and DMY officers and directors may sponsor or form other special purpose acquisition companies similar to DMY or may pursue other business or investment ventures. Any such companies, businesses or investments may present additional conflicts of interest. For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination” and “Information About DMY — Conflicts of Interest.”
DMY’s officers and directors may negotiate employment and consulting agreements with Horizon. These agreements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in determining whether the Business Combination is the most advantageous.
DMY’s officers and directors may be able to remain with Holdco after the completion of the Business Combination only if they are able to negotiate employment or consulting agreements with Horizon in connection with the Business Combination. Other than the expectation that Harry You will serve as a director of Holdco following the Closing of the Business Combination and will be entitled to compensation for his service as a director when and as determined by the Holdco Board, Holdco and Horizon have no commitments as of the date of this proxy statement/prospectus to enter into employment or consulting agreements with any other of DMY’s officers and directors. Such negotiations could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to Holdco after the Closing of the Business Combination. The personal and financial interests of such individuals may influence their motivation in completing the Business Combination, subject to their fiduciary duties under Massachusetts law.
The Sponsor and the other Holders of Founder Shares have agreed to vote in favor of the Business Combination and related transactions, regardless of how our Public Shareholders vote.
The Sponsor and other Holders of Founder Shares have agreed to vote in favor of all the proposals being presented at the Special Meeting, regardless of how the Public Shareholders vote. No consideration has been or will be paid by DMY, Horizon, or Holdco to the Sponsor and other Holders of Founder Shares in connection with such agreements. As of the date of this proxy statement/prospectus, the Sponsor and the other Holders of Founder Shares collectively owned 1,579,750 shares of DMY Common Stock, which represented 40.4% of our issued and outstanding DMY Common Stock. The Sponsor also may from time to time purchase DMY Class A Shares prior to the Closing.
Pursuant to the DMY Articles and Massachusetts law, the approval of each of the Business Combination Proposal and Adjournment Proposal (if submitted to DMY Shareholders for a vote) requires the affirmative vote of a majority of the votes cast by the holders of shares of DMY Common Stock at the Special Meeting. As a result, in addition to Founder Shares held by the Sponsor and other Holders of Founder Shares, we would need 373,120, or 16.0%, of the 2,325,987 outstanding DMY Public Shares to be voted in favor of the Business Combination Proposal and the Adjournment Proposal in order to approve each such proposal, assuming all outstanding DMY Common Stock are present and cast a vote at the DMY Special Meeting. If only a minimum quorum of outstanding shares of DMY Common Stock were present at the DMY Special Meeting, then we would not need any DMY Public Shares to be voted in favor of the Business Combination in order to have our initial Business Combination approved.
Pursuant to the DMY Articles and Massachusetts law, the advisory approval of each of the Advisory Organizational Documents Proposals requires the affirmative vote of a majority of the shares of DMY Common Stock entitled to vote thereon. As a result, in addition to Founder Shares held by the Sponsor and other Holders of Founder Shares, we would need 373,120, or 16.0%, of the 2,325,987 outstanding DMY Public Shares to be voted in favor of each of the Advisory Organizational Documents Proposals in order to approve each such proposal.
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The Public Shareholders will experience immediate dilution as a consequence of the issuance of Holdco Ordinary Shares as consideration in the Business Combination, potential issuances in connection with financing, and due to future issuances of equity awards to Horizon employees, directors, or consultants. Having a minority share position may reduce the influence that DMY’s current shareholders have on the management of Holdco.
DMY Shareholders will experience immediate dilution as a consequence of the Business Combination. Under the Business Combination Agreement, the number of Holdco Ordinary Shares to be issued to Horizon Shareholders in connection with the Business Combination is estimated to be approximately 75.0% of the issued and outstanding Holdco Ordinary Shares and 85.7% of the voting power of the Holdco Ordinary Shares immediately following the consummation of the Business Combination, assuming the No Additional Redemptions Scenario, using an Estimated Exchange Ratio of 2.46 (based on a Redemption Price of $11.74 as of December 31, 2025), and without giving effect to any dilutive instruments, such as the exercise of the Holdco Options and Holdco Warrants. Currently, the DMY Public Shareholders own approximately 59.6% of the issued and outstanding DMY Common Stock. Assuming the No Additional Redemptions Scenario and a Redemption Price of approximately $11.74 per share (estimated using an assumed Closing Date of December 31, 2025), using an Estimated Exchange Ratio of 2.46, and without giving effect to any dilutive instruments, such as the exercise of the Holdco Options and Holdco Warrants, it is expected that immediately after the consummation of the Business Combination, the DMY Public Shareholders will hold approximately 4.3% of the issued and outstanding Holdco Ordinary Shares and 2.5% of the voting power of the Holdco Ordinary Shares. These percentages assume that no Holdco Warrants or Holdco Options will be exercised and there are no other issuances of equity securities of Holdco prior to or in connection with the Closing, including any equity awards that may be issued to Horizon employees, directors, or consultants following the Business Combination. If the actual facts are different from these assumptions, the percentage ownership retained by DMY’s existing shareholders in Holdco will be different.
As redemptions increase, the overall percentage ownership and voting percentage held by the Sponsor, other Holders of Founder Shares, and Horizon Shareholders will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. Further, if the parties obtain additional equity or equity-linked financing (such as additional PIPE Investment or additional SAFEs), such financing would further increase dilution to Public Shareholders, and the amount of such potential additional dilution will not be calculable until definitive agreements for such financing are entered into, if any.
For more information on the percentage of the issued and outstanding Holdco Ordinary Shares immediately following the Closing that are expected to be held by securityholders, in various redemptions scenarios, see “Questions and Answers About the Business Combination — What equity stake will current DMY shareholders and Horizon shareholders hold in Holdco immediately after the Closing?” and for more information about dilution to Public Shareholders, see “Dilution.”
The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares.
The Business Combination Agreement requires us to have an amount of Aggregate Closing Cash at the Closing equal to the Requisite Working Capital plus Transaction Expenses, which amount is estimated to be $62 million. While expect the Minimum Cash Condition will be satisfied through the PIPE Investment, the PIPE Investment is subject to the satisfaction of certain closing conditions that are for the benefit of the PIPE Investors individually. If such conditions are not met, and the PIPE Investors do not each individually waive the conditions that are for their benefit, then we may be unable to close on the PIPE Investment and may need to satisfy the Minimum Cash Condition through a combination of funds retained in the Trust Account and Additional Financing (of which there has been $4,884,000 as of the date of this proxy statement/prospectus). We do not know how many DMY Public Shareholders may exercise their redemption rights. If a larger number of DMY Public Shares are submitted for redemption than we initially expected and the Minimum Cash Condition is not met because, for example, if the PIPE Investment does not close, Horizon may elect not to consummate the Business Combination. If the Business Combination is unsuccessful, you would not receive your pro rata portion of the funds in the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount
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per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.
Further, if a larger number of DMY Public Shares is submitted for redemption than we initially expected, we may need to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. In addition, the amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any DMY Public Shares that are redeemed in connection with the Business Combination. The per share amount we will distribute to DMY Public Shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the Business Combination or optimize Holdco’s capital structure.
If a shareholder fails to receive notice of our offer to redeem DMY Public Shares in connection with the Business Combination, or fails to comply with the procedures for submitting its shares, such shares may not be redeemed.
If a shareholder fails to receive our proxy materials, such shareholder may not become aware of the opportunity to redeem its shares. In this proxy statement/prospectus, we require our DMY Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to deliver their shares to Continental prior to the date that is two business days prior to the scheduled vote on the Business Combination Proposal. In addition, we require DMY Public Shareholder seeking redemption of his, her or its DMY Public Shares to also submit a written request for redemption to Continental two business days prior to the scheduled vote on the Business Combination Proposal in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in this proxy statement/prospectus its shares may not be redeemed.
The Sponsor may elect to purchase DMY Public Shares and DMY Public Warrants from DMY Public Shareholders, which may reduce the public “float” of our DMY Class A Shares.
At any time prior to the DMY Special Meeting, subject to applicable securities laws (including with respect to material non-public information), the Sponsor, our directors, executive officers, or their affiliates may purchase DMY Public Shares or DMY Public Warrants in privately negotiated transactions or in the open market, or may enter into transactions with investors and others to provide them with incentives to acquire DMY Public Shares or DMY Public Warrants or not to redeem their DMY Public Shares, although they are under no obligation to do so. There is no limit on the number of DMY Public Shares or DMY Public Warrants the Sponsor, DMY’s directors, officers, or their affiliates may purchase in such transactions, subject to compliance with applicable law and the OTC Markets rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase DMY Public Shares or DMY Public Warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that the Sponsor, DMY’s directors, executive officers, or their affiliates purchase DMY Public Shares in privately negotiated transactions from DMY Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of DMY Public Shares could be to satisfy the Minimum Cash Condition where it appears that such requirement would otherwise not be met. The purpose of any such purchases of DMY Public Warrants could be to reduce the number of DMY Public Warrants outstanding. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of Holdco Class A Ordinary Shares and Holdco Warrants and the number of beneficial holders of Holdco’s securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of Holdco’s securities on Nasdaq or another a national securities exchange. However, in the event the Sponsor, DMY’s directors, executive officers, and their affiliates were to purchase shares or warrants from DMY Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. Additionally, any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent applicable.
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A DMY Public Shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account may not put such shareholder in a better future economic position.
The price at which a shareholder may be able to sell its Holdco Ordinary Shares in the future following the completion of the Business Combination is not determinable as of the date of this proxy statement/prospectus. Certain events following the consummation of the Business Combination may cause an increase in Holdco’s share price and may result in a lower value realized now than a DMY Public Shareholder might realize in the future had the shareholder redeemed their DMY Public Shares. Similarly, if a DMY Public Shareholder does not redeem their DMY Public Shares, the shareholder will bear the risk of ownership of Holdco Ordinary Shares after the consummation of the Business Combination, and a shareholder may not be able to sell its Holdco Ordinary Shares in the future for a greater amount than the Redemption Price set forth in this proxy statement/prospectus. A DMY Public Shareholder should consult, and rely solely upon, the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.
If you or a “group” of shareholders are deemed to hold in excess of 15% of our DMY Class A Shares, you will lose the ability to redeem all such shares in excess of 15% of our DMY Class A Shares.
The SPAC Organizational Documents provide that a DMY Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the DMY Public Shares, which we refer to as the “Excess Shares” without prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against the Business Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete the Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete the Business Combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.
You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your DMY Public Shares or warrants, potentially at a loss.
DMY Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of the Business Combination, and then only in connection with those DMY Public Shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii) the redemption of any DMY Public Shares properly submitted in connection with a shareholder vote to amend the DMY Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with the Business Combination or to redeem 100% of DMY Public Shares if we do not complete the Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Closing activity, and (iii) the redemption of DMY Public Shares if we are unable to complete the Business Combination within the Combination Period, subject to applicable law and as further described herein. In addition, if our plan to redeem DMY Public Shares if we are unable to complete an initial Business Combination within the Combination Period is not completed for any reason, compliance with Massachusetts law may require that we submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in our Trust Account. In that case, Public Shareholders may be forced to wait beyond the Combination Period before they receive funds from our Trust Account. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Holders of DMY Warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or DMY Public Warrants, potentially at a loss.
DMY Shareholders who acquired Public Shares in the IPO will have their ownership interests diluted to the extent of the difference between the initial public offering price of $10.00 per DMY Unit sold in the IPO and the net tangible book value per share at the time of the Business Combination.
DMY Shareholders who acquired Public Shares in the IPO will have their ownership interests diluted to the extent of the difference between the initial public offering price of $10.00 per DMY Unit sold in the IPO and the net tangible book value per share at the time of the Business Combination. As of September 30, 2025, DMY’s net tangible
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book value was S$(26.6 million), calculated as total assets of S$35.1 million less total liabilities of S$26.9 million, and less Public Shares subject to redemption classified in mezzanine equity of S$34.8 million. The number of shares of DMY Common Stock outstanding as of September 30, 2025, was 3,918,336, which includes 2,338,586 DMY Class A Shares and 1,579,750 DMY Class B Shares. In connection with the consummation of the Business Combination, after giving effect to funds released from the Trust Account at Closing across various redemption levels and reclassification of unredeemed Public Shares of DMY to permanent equity, the December 2025 Redemptions, the proceeds of the PIPE Investment, and the payment of DMY’s estimated transaction costs in connection with the potential Business Combination, but excluding the effects of the Business Combination transaction itself (that is, excluding the issuance of Holdco Ordinary Shares to Horizon Shareholders, Horizon’s transaction expenses, any options or other grants that may be issued pursuant to the 2026 Plan and ESPP, and excluding 6,044,160 and 5,983,204 Holdco Class A Ordinary Shares that will be issuable upon the exercise of DMY Public and Private Warrants and the Horizon Options, respectively), net tangible book value, as adjusted, will be S$136.9 million in the No Additional Redemptions Scenario, S$128.2 million in the 25% Redemptions Scenario, S$119.4 million in the 50% Redemptions Scenario, S$110.6 million in the 75% Redemptions Scenario, and S$101.9 million in the 100% Redemptions Scenario. Total shares outstanding in each such redemptions scenario (excluding the effect of the Business Combination itself) will be 13,308,417, 12,726,921, 12,145,424, 11,563,927 and 10,982,430, respectively. Accordingly, the net tangible book value per share, as adjusted, will be S$2.43 in the No Additional Redemptions Scenario, S$2.65 in the 25% Redemptions Scenario, S$2.89 in the 50% Redemptions Scenario, S$3.15 in the 75% Redemptions Scenario, and S$3.44 in the Maximum Redemptions Scenario.
The net tangible book value per share, as adjusted, is materially less than the S$12.72 per share price of the IPO and materially less than the amount per share that Public Shareholders would be entitled to receive upon exercise of their redemption rights (which, for illustrative purposes, was approximately S$14.98 per share as of February 6, 2026, the Record Date, assuming a rate of USD1.00 = SGD 1.2713, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on February 6, 2026). Accordingly, Public Shareholders will experience material dilution. For additional information, including calculations of the net tangible book value per share, as adjusted, see the section of this proxy statement/prospectus entitled “Dilution”.
We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the Business Combination with which a substantial majority of our shareholders or warrant holders do not agree.
The DMY Articles do not provide a specified maximum redemption threshold. The Business Combination Agreement includes a Minimum Cash Condition equal to the Requisite Working Capital plus Transaction Expenses, which amount is estimated to be $62 million, and we expect such condition to be met through the PIPE Investment. As a result, we may be able to complete the Business Combination even though a substantial majority of DMY Public Shareholders do not agree with the Business Combination and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor.
DMY Public Shareholders may not know prior to the redemption deadline or prior to the DMY Special Meeting whether the Minimum Cash Condition is satisfied.
We expect the Minimum Cash Condition will be satisfied through the PIPE Investment. The PIPE Investment is expected to close substantially concurrently with the closing of the Business Combination, subject to the satisfaction of certain closing conditions described in more detail elsewhere in this proxy statement/prospectus, including conditions that are for the benefit of the PIPE Investors individually. If such conditions are not met, and the PIPE Investors do not each individually waive the conditions that are for their benefit, then we may be unable to close on the PIPE Investment and may need to satisfy the Minimum Cash Condition through a combination of funds retained in the Trust Account and Additional Financing (of which there has been $4,884,000 as of the date of this proxy statement/prospectus). If DMY receives valid redemption requests from holders of DMY Public Shares prior to the redemption deadline, DMY may, at its sole discretion, following the redemption deadline and until the Closing Date, seek and permit withdrawals by one or more of such holders of their redemption requests. DMY may select which holders to seek such withdrawals of redemption requests from based on any factors DMY may deem relevant and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account, including where DMY otherwise would not satisfy the Minimum Cash Condition. DMY and Horizon may also continue to seek financing up to the Closing. Accordingly, there may be a period of time after the DMY Special Meeting and before the Closing
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when shareholders do not know whether this closing condition is satisfied. Accordingly, Public Shareholders may be required to make redemption and voting decisions without knowing whether all of the conditions to closing the Business Combination will be satisfied.
In the event we are unable to consummate the PIPE Investment, we may be unable to obtain additional financing to complete the Business Combination or to fund the operations and growth of Horizon which could compel us to restructure or abandon the Business Combination.
While expect the Minimum Cash Condition will be satisfied through the PIPE Investment, the PIPE Investment is subject to the satisfaction of certain closing conditions that are for the benefit of the PIPE Investors individually. If such conditions are not met, and the PIPE Investors do not each individually waive the conditions that are for their benefit, then we may be unable to close on the PIPE Investment and may need to satisfy the Minimum Cash Condition through a combination of funds retained in the Trust Account and Additional Financing (of which there has been $4,884,000 as of the date of this proxy statement/prospectus).
If we are unable to consummate the PIPE Investment, and the Additional Financing plus the funds retained in the Trust Account, net of redemptions, are not sufficient to meet the Minimum Cash Condition, and if Horizon waives the Minimum Cash Condition, Holdco could be required to make adjustments to its business plans in light of available capital resources. Further, we may be required to obtain additional financing in connection with the Closing of the Business Combination for general corporate purposes, including for maintenance or expansion of operations of Horizon, the payment of principal or interest due on indebtedness incurred in completing the Business Combination or to fund the purchase of other companies. For example, Holdco could elect not to pursue or to delay some of Horizon’s current strategic objectives or may be required to raise additional capital earlier than anticipated. We cannot assure you that such financing will be available on acceptable terms, if at all. If we are unable to complete the Business Combination, DMY Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to DMY Public Shareholders. The failure to secure additional financing could have a material adverse effect on the continued development or growth Holdco and Horizon. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after the Business Combination.
In connection with the PIPE Investment, we will issue shares to the PIPE Investors at the Redemption Price, which may be less than the prevailing market price of our shares at the Closing.
DMY, Holdco, and Horizon have entered into the PIPE Subscription Agreements with the PIPE Investors. Pursuant to the PIPE Subscription Agreements, Holdco has agreed to issue and sell, and the PIPE Investors agreed to subscribe for and purchase, in the PIPE Investment, an aggregate of approximately $110 million of Holdco’s PIPE Shares, at a per share price equal to the Redemption Price. The Redemption Price may be less than the market price for our shares at Closing. This may dilute the interests of the existing DMY Shareholders in a manner that would not ordinarily occur in a traditional IPO and could result in both a reduction in the trading price of our shares to the Redemption Price and fluctuations in the net tangible book value per share of Holdco’s securities following the Closing.
We may issue notes or other debt securities, or otherwise incur substantial debt, to complete the Business Combination, subject to Horizon’s consent, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
Although we have no commitments as of the date of this proxy statement/prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete the Business Combination, subject to Horizon’s consent, pursuant to the covenants set forth in the Business Combination Agreement. We and our officers have also agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
• default and foreclosure on our assets if our operating revenues after the Business Combination are insufficient to repay our debt obligations;
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• acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
• our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
• our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
• using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on DMY Class A Shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
• limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
• increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
In order to effectuate an initial business combination, SPACs have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend the DMY Articles or other governing instruments, or certain agreements related to the DMY IPO in a manner that will make it easier for us to complete the Business Combination that our shareholders may not support, and such amendments may be done without shareholder approval.
In order to effectuate a business combination, SPACs have, in the recent past, amended various provisions of their charters and governing instruments. For example, SPACs have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending the DMY Articles requires the approval of holders of 65% of DMY Common Stock, and amending DMY’s Warrant Agreement requires a vote of holders of at least 50% of the DMY Public Warrants and, solely with respect to any amendment to the terms of the DMY Private Warrants or any provision of the warrant agreement with respect to the DMY Private Warrants, 50% of the number of the then outstanding DMY Private Warrants. In addition, the DMY Articles require DMY to provide DMY Public Shareholders with the opportunity to redeem their DMY Public Shares for cash if we propose an amendment to the DMY Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of DMY Public Shares if we do not complete an initial business combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered in the DMY IPO, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend the SPAC Organizational Documents or extend the time to consummate an initial business combination in order to effectuate our initial business combination.
Each of the agreements related to the DMY IPO, other than the Warrant Agreement and the Trust Agreement, may be amended without shareholder approval. Such agreements include: the underwriting agreement; the Insider Letter; the registration rights agreement among DMY and the Sponsor; the private placement warrants purchase agreement between DMY and the Sponsor; and the Administrative Services Agreement dated October 4, 2022, between DMY and the Sponsor. These agreements contain various provisions that DMY Public Shareholders might deem to be material. For example, the Insider Letter and the underwriting agreement contain certain lock-up provisions with respect to the DMY Founder Shares and DMY Private Warrants. Amendments to such agreements would require the consent of the applicable parties thereto and would need to be approved by the DMY Board, which may do so for a variety of reasons, including to facilitate the Business Combination. While we do not expect the DMY Board to approve any amendment to any of these agreements prior to the Business Combination, it may be possible that the DMY Board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any amendment entered into in connection with the consummation of the Business Combination
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will be disclosed in this proxy statement/prospectus, as applicable, and any other material amendment to any of our material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from shareholders, may result in the completion of the Business Combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, amendments to the lock-up provision discussed above may result in the Sponsor selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.
We may not be able to complete the Business Combination within the Combination Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.
We must complete the Business Combination within the Combination Period, otherwise the DMY Articles and the Trust Agreement require that we liquidate the Trust Account and wind up. We may not be able to complete the Business Combination within the Combination Period. Our ability to complete the Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed the Business Combination within such time period, and such time period is not extended with the approval of DMY Shareholders, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Public in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to DMY to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the DMY Board in accordance with applicable law, dissolve and liquidate, subject in each case to DMY’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law.
The DMY Board may decide not to extend the term we have to consummate our initial Business Combination, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.
DMY initially had 15 months from the closing of the DMY IPO, or January 4, 2024, to consummate an initial business combination. The DMY Articles also provided that DMY could, by resolution of the DMY Board, extend the period of time to consummate a business combination twice by an additional 3 month period (for a total of 21 months to complete a Business Combination), subject to the Sponsor depositing into the Trust Account $631,900 in the aggregate for each extension. On January 2, 2024, DMY’s shareholders approved an amendment to the DMY Articles to extend the date by which DMY has to consummate a business combination from January 4, 2024 to January 29, 2024 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend the extended date up to twenty-three times for an additional one month each time, until up to December 29, 2025, only if the Sponsor or its designee would deposit into the Trust Account as a loan, (i) on or before January 4, 2024, with respect to the initial extension, an amount of $41,667, and (ii) one business day following the public announcement by us disclosing that the DMY Board has determined to implement an additional monthly extension, with respect to each such additional extension, an amount of $50,000. In connection with the shareholder approval of the extension, an aggregate of 3,980,414 DMY Public Shares were redeemed, and DMY paid approximately $42.0 million accordingly on January 4, 2024. The DMY Board elected to use all twenty-three extensions and, accordingly, Mr. You made an aggregate of $1,191,667 of Contributions pursuant to the Extension Note. On December 15, 2025, DMY’s shareholders approved the Second Extension, which allows the DMY Board to elect to extend the Combination Period from December 29, 2025 to January 29, 2026 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend such date up to five times for an additional one month each time, until up to June 29, 2026. No further Contributions are required in connection with the Second Extension. In connection with the shareholder approval of the extension, an aggregate of 12,599 Public Shares were redeemed for an aggregate of approximately $147,778, representing approximately 0.5% of the Public Shares then outstanding. As of the date of this proxy statement/prospectus, the DMY Board has extended the Combination Period, monthly, through February 28, 2026.
If we are unable to consummate the Business Combination within the Combination Period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem one hundred percent (100%) of the DMY Public
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Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to DMY to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of DMY Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the DMY Board in accordance with applicable law, dissolve and liquidate, subject in each case to DMY’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants if we fail to complete the Business Combination within the Combination Period.
If the net proceeds of the DMY IPO and sale of the DMY Private Warrants not being held in the Trust Account are insufficient to allow us to operate until the completion of the Business Combination, we will depend on loans from the Sponsor or management team to complete the Business Combination.
As of September 30, 2025, we had minimal cash and working capital deficit of approximately $6.9 million. In order to provide contributions and to finance transaction costs in connection with a Business Combination, DMY issued a convertible note to an affiliate of the Sponsor with a principal amount up to $1.75 million on January 2, 2024. While we believe that the funds available to us under such note will be sufficient to allow us to operate until at least the completion of the Business Combination, we cannot assure you that our estimate is accurate.
Neither the Sponsor, members of DMY’s management team nor any of their affiliates is under any obligation to advance funds to us. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon the Closing. Up to $1,500,000 of any working capital loans may be convertible into Holdco Private Warrants at a price of $1.00 per Holdco Private Warrant at the option of the lender. Such warrants would be identical to the DMY Private Warrants purchased in a private placement, which occurred simultaneously with DMY’s IPO, except that they would be exercisable for Holdco Class A Ordinary Shares in lieu of DMY Class A Shares. Prior to the Closing, we do not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we are unable to complete the Business Combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our Public Shareholders may only receive an estimated $10.15 per share, or possibly less, on our redemption of our Public Shares. There are no redemption rights or liquidating distributions with respect to our warrants.
During the pendency of the Business Combination, DMY will not be able to enter into an agreement with another party because of restrictions in the Business Combination Agreement. If the Business Combination is not completed, those restrictions may make it harder for DMY to complete an alternate business combination before its liquidation date.
While the Business Combination Agreement is in effect, neither DMY nor Horizon may solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other Business Combination, with any third party, even though any such alternative acquisition could be more favorable to their respective shareholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult for DMY to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.
The completion of the Business Combination is subject to certain closing conditions under the Business Combination Agreement and any such conditions may not be satisfied on a timely basis, if at all.
The completion of the Business Combination is subject to a number of conditions. The timing and completion of the Business Combination is not assured and is subject to risks, including the risk that DMY and Horizon shareholder approval is not obtained, the failure to meet the Minimum Cash Condition and the failure to obtain approval for listing of Holdco Ordinary Shares on Nasdaq, in each case subject to certain terms specified in the Business Combination Agreement (as described under “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing”), or that other closing conditions are not satisfied.
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If DMY does not complete the Business Combination, DMY could be subject to various risks, including:
• negative reactions from the financial markets, including declines in the price of DMY Public Shares due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and
• the attention of DMY management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.
We may not be able to complete the Business Combination since such initial business combination may be subject to regulatory review and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.
The Business Combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties choose not to file voluntarily. If CFIUS determines that an investment subject to its jurisdiction presents national security risks, CFIUS has the power to require mitigation measures on the investment or can recommend that the President prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors — the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.
DMY is incorporated in Massachusetts and the Sponsor is incorporated in Delaware. The Sponsor is exclusively “controlled” for CFIUS purposes by Harry You, who is a U.S. citizen, and thus we do not believe that the Sponsor is a “foreign person” as defined in the CFIUS regulations. We further do not believe a CFIUS filing would be required for the Business Combination provided that no other foreign person will acquire “control” of Horizon or Holdco and Horizon and Holdco do not have a U.S. business that produces, designs, tests, manufactures, fabricates, or develops one or more “critical technologies,” as those terms are defined in the CFIUS regulations.
Involvement of any non-U.S. persons in the Business Combination (e.g., as existing shareholders of a target company or as investors), however, may increase the risk that the Business Combination becomes subject to regulatory review, including review by CFIUS. If the Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the transaction without notifying CFIUS and risk CFIUS intervention, before or after closing the transaction. If CFIUS were to review the Business Combination, CFIUS may decide to block or delay the Business Combination, impose conditions with respect to the Business Combination, recommend that the President of the United States order us to divest all or a portion of the U.S. target business of the Business Combination that we acquired without first obtaining CFIUS approval, or impose penalties if CFIUS believes that a mandatory notification requirement applied and was not met. In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership.
The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete the Business Combination, our failure to obtain any required approvals within the completion window may require us to liquidate. If we are unable to consummate the Business Combination within the completion window, including as a result of extended regulatory review of the Business Combination, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Massachusetts law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment.
The exercise of DMY management’s discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the DMY Shareholders’ best interest.
In the period leading up to the Closing, events may occur that may require DMY to agree to amend the Business Combination Agreement, to consent to certain actions taken by Horizon, or to waive rights that DMY is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Horizon’s
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business, a request by Horizon to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, or the occurrence of other events that would have a material adverse effect on Horizon’s business. In any of such circumstances, it would be at DMY’s discretion, acting through the DMY Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he or she or they may believe is best for DMY and DMY Shareholders and what he or she or they may believe is best for himself or herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, DMY does not believe there will be any changes or waivers that DMY management would be likely to make after DMY Shareholder Approval has been obtained. While certain changes could be made without further DMY Shareholders’ approval, DMY will circulate a new or amended proxy statement/prospectus and re-solicit DMY Shareholders if changes to the terms of the transaction that would have a material impact on DMY Shareholders are required prior to the vote on the Business Combination Proposal.
DMY and Horizon will not have any right to make damage claims against each other for the breach of any representation, warranty or covenant made by DMY or Horizon in the Business Combination Agreement.
The Business Combination Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing, except for those covenants that by their terms expressly apply in whole or in part after the Closing and then only with respect to breaches occurring after Closing. As a result, DMY and Horizon will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by either DMY or Horizon at the time of the Business Combination.
DMY may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Business Combination from being completed.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on DMY’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed, or from being completed within the expected time frame, which may adversely affect DMY’s and Horizon’s respective businesses, financial condition and results of operation.
If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.15 per share.
Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (except for our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of DMY Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of DMY under the circumstances. WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriters of the DMY IPO will not execute agreements with us waiving such claims to the monies held in the Trust Account.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or
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agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of DMY Public Shares, if we are unable to complete the Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by DMY Public Shareholders could be less than the $10.15 per DMY Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the Insider Letter, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per DMY Public Share and (ii) the actual amount per DMY Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per DMY Public Share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the DMY IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that the Sponsor’s only assets are securities of DMY. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.15 per DMY Public Share. In such event, we may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your DMY Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
DMY’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to DMY Public Shareholders.
In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.15 per DMY Public Share and (ii) the actual amount per DMY Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.15 per DMY Public Share due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to DMY Public Shareholders may be reduced below $10.15 per DMY Public Share.
We may not have sufficient funds to satisfy indemnification claims of the Sponsor, directors and officers.
We have agreed to indemnify the Sponsor and DMY’s officers and directors to the fullest extent permitted by law. However, the Sponsor and DMY’s officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate the Business Combination. Our obligation to indemnify the Sponsor and DMY officers and directors may discourage shareholders from bringing a lawsuit against the Sponsor and our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against the Sponsor and DMY officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
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If, before distributing the proceeds in the Trust Account to DMY Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the Trust Account to DMY Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, after we distribute the proceeds in the Trust Account to DMY Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of the DMBY Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of the DMY Board and us to claims of punitive damages.
If, after we distribute the proceeds in the Trust Account to DMY Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, the DMY Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying DMY Public Shareholders from the Trust Account prior to addressing the claims of creditors.
Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
Under the MBCA, shareholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our Public Shareholders upon the redemption of our Public Shares in the event we do not complete our initial Business Combination before the end of the Combination Period may be considered a liquidating distribution under Massachusetts law. If a corporation complies with certain procedures set forth in Sections 14.06, 14.07 and 14.08 of the MBCA intended to ensure that it makes reasonable provision for all claims against it, any liability of shareholders with respect to a liquidating distribution is limited to the lesser of such shareholder’s pro rata share of the claim or the amount distributed to the shareholder within three years of dissolution, and any liability of the shareholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our Public Shares as soon as reasonably possible following the end of the Combination Period in the event we do not complete our initial Business Combination and, therefore, we do not intend to comply with the foregoing procedures.
We plan to make adequate provision, by payment or otherwise, for all of the corporation’s then existing and reasonably foreseeable debts, liabilities and obligations, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. We cannot ensure that we will properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our shareholders may extend beyond the third anniversary of such date.
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Members of DMY’s management team and the DMY Board have significant experience as board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate the Business Combination.
During the course of their careers, members of DMY’s management team and the DMY Board have had significant experience as board members, officers or executives of other companies. Such involvement has, and may lead to, media coverage and public awareness. As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions entered into by such companies which are unrelated to our business. Any such litigation, investigations or other proceedings may divert our management team’s and board’s attention and resources away from consummating the Business Combination and may negatively affect our reputation, which may impede our ability to complete the Business Combination.
Risks Related to U.S. Federal Income Taxation
The IRS may not agree that Holdco should be treated as a non-U.S. corporation for U.S. federal income tax purposes.
A corporation is generally considered for U.S. federal income tax purposes to be a tax resident of the jurisdiction of its organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, Holdco, which is organized under the laws of the Republic of Singapore, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the U.S. Tax Code provides an exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. As more fully described in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Holdco — Tax Residence of Holdco for U.S. Federal Income Tax Purposes,” Holdco is not currently expected to be treated as a U.S. corporation for U.S. federal income tax purposes. However, whether the requirements for the treatment of Holdco as a non-U.S. corporation have been satisfied must be finally determined upon completion of the Business Combination, by which time there could be adverse changes to the relevant facts and circumstances. Further, the rules under Section 7874 are complex, unclear and the subject of ongoing regulatory change. Accordingly, there can be no assurance that the IRS would not assert a contrary position to those described above or that such an assertion would not be sustained by a court in the event of litigation. If Holdco were to be treated as a U.S. corporation for U.S. federal income tax purposes, it could be subject to substantial liability for additional U.S. income taxes, and the gross amount of any dividend payments to its non-U.S. investors could be subject to U.S. withholding tax. Please see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Holdco — Tax Residence of Holdco for U.S. Federal Income Tax Purposes” for a more detailed discussion of the application of Section 7874 of the U.S. Tax Code to the Business Combination. Investors are urged to consult their advisors regarding the potential application of Section 7874 of the U.S. Tax Code to the Business Combination and to Holdco.
Holdco may be or may become a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. investors.
If Holdco or any of its non-U.S. subsidiaries is a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders”), such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Holdco and its non-U.S. subsidiaries are not currently expected to be treated as PFICs for U.S. federal income tax purposes for the taxable year of the Business Combination or for foreseeable future taxable years. However, this conclusion is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to change. Accordingly, there can be no assurance that Holdco or any of its non-U.S. subsidiaries will not be treated as a PFIC for any taxable year. Moreover, Holdco does not expect to provide a PFIC annual information statement for the current taxable year or any other taxable years. Please see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of Ownership and Disposition of Holdco Class A Ordinary Shares — Passive Foreign Investment Company Rules” for
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a more detailed discussion with respect to Holdco’s PFIC status. U.S. investors are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of the Holdco Class A Ordinary Shares and/or the Holdco Public Warrants.
The 1% U.S. federal excise tax is expected to be imposed on DMY in connection with redemptions of DMY Class A Shares.
The Inflation Reduction Act of 2022, among other things, imposes a new U.S. federal 1% excise tax (the “Excise Tax”) on the fair market value of certain repurchases (including certain redemptions) of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations), with certain exceptions. DMY (whose securities are currently traded on the OTC Markets and who will become a subsidiary of Holdco, whose securities are expected to be trading on Nasdaq after the Business Combination) is a “covered corporation” for this purpose. The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year (the “netting rule”). In addition, certain exceptions apply to the Excise Tax. The U.S. Department of Treasury (the “Treasury”) has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the Excise Tax.
On June 28, 2024, the Treasury issued final Treasury regulations on the procedural aspects of the Excise Tax reporting and payment, and on November 24, 2025, the Treasury issued final Treasury regulations that provide operating rules for the Excise Tax, including rules governing the computation of the Excise Tax. Under the final Treasury regulations, the Excise Tax is expected to apply to redemptions by us in connection with the Business Combination that are treated as sales or exchanges for U.S. federal income tax purpose. Although the Treasury regulations clarify certain aspects of the Excise Tax, the interpretation and operation of certain other aspects of the Excise Tax remain unclear.
The extent of the Excise Tax that may be incurred would depend on a number of factors, including (i) the fair market value of the DMY Class A Shares redeemed, (ii) the extent such redemptions could be treated as dividends and not repurchases, (iii) the nature and amount of the equity issued, if any, by DMY within the same taxable year of the redemption treated as a repurchase of stock (although it is not currently expected that this reduction would be available with respect to redemptions of DMY Class A Shares by DMY and the issuance of Holdco Class A Ordinary Shares by Holdco in connection with the Business Combination), and (iv) the content of any other guidance from the U.S. Department of the Treasury. As noted above, the Excise Tax is imposed on the repurchasing corporation itself, not the shareholders from which shares are repurchased. The imposition of the Excise Tax could reduce the amount of cash available on hand to complete the Business Combination or to effect the redemptions of DMY Class A Shares and thus may affect our ability to complete the Business Combination.
If the SPAC Merger does not qualify as part of a transaction described in Section 351(a) of the U.S. Tax Code, or is taxable under Section 367(a) of the U.S. Tax Code, then the Business Combination generally would be taxable with respect to U.S. investors of DMY Class A Shares.
The SPAC Merger is intended to qualify as part of a transaction described in Section 351(a) of the U.S. Tax Code (a “Section 351 Transaction”). Subject to the qualifications, assumptions and limitations set forth under the section entitled “Material U.S. Federal Income Tax Considerations,” including the discussion therein regarding the potential application of Section 367(a) of the U.S. Tax Code to the SPAC Merger, and in the U.S. federal income tax opinion filed as Exhibit 8.2, and based on customary tax representations obtained from DMY, Holdco and Horizon, it is the opinion of White & Case LLP, counsel to DMY, that the SPAC Merger should qualify as part of a Section 351 Transaction. The Closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the SPAC Merger will qualify as part of a Section 351 Transaction, and neither DMY nor Holdco intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the SPAC Merger. Accordingly, no assurance can be given that the IRS will not assert a different position from that described herein or that a court will not sustain such a challenge by the IRS.
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If the SPAC Merger does not qualify as part of a Section 351 Transaction (and does not otherwise qualify as a Section 368(a) Reorganization), a U.S. Holder generally would recognize gain or loss with respect to the exchange of DMY Class A Shares and/or DMY Public Warrants for Holdco Class A Ordinary Shares and/or Holdco Public Warrants in the SPAC Merger.
The tax consequences of the Business Combination are complex and will depend on your particular circumstances. For a more detailed discussion of the U.S. federal income tax considerations of the SPAC Merger for U.S. Holders of DMY Class A Shares and DMY Public Warrants, including the requirements for tax-deferred treatment and the application of Section 367(a) of the U.S. Tax Code, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences to U.S. Holders of the SPAC Merger.” If you are a U.S. investor whose DMY Class A Shares and/or DMY Public Warrants are exchanged in the Business Combination (including pursuant to the SPAC Merger), you are urged to consult your tax advisor to determine the tax consequences thereof.
Risks Related to the Adjournment Proposal
If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve the Business Combination Proposal, the DMY Board will not have the ability to adjourn the Special Meeting to a later date in circumstances where such adjournment is necessary or desirable.
If, at the Special Meeting, the DMY Board determines that additional time is necessary for the solicitation of proxies because there are not sufficient votes to approve and adopt, or otherwise in connection with, the Business Combination Proposal, or if DMY determines that additional time is needed in order to satisfy one or more of the conditions to Closing, or in connection with a SPAC Change in Recommendation if necessary to provide sufficient time for SPAC Shareholders to consider such SPAC Change in Recommendation, the DMY Board will seek approval to adjourn the Special Meeting to a later date or dates. If the Adjournment Proposal is not approved, and a quorum is present, the DMY Board will not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes or take other steps to cause the conditions to the Business Combination to be satisfied, for example. In such event, the Business Combination would not be completed.
General Risk Factors
We are currently in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by a new U.S. presidential administration and accompanying regulatory activities and economic policies and events related thereto, ongoing military conflicts and geopolitical instability and inflation and interest rates.
U.S. and global markets have recently been experiencing volatility and disruption caused by economic uncertainty, including as a result international trade disputes and ongoing military disputes and related geopolitical uncertainty. International trade disputes, including threatened or implemented tariffs by the Trump administration and threatened or implemented tariffs by foreign countries in retaliation, could adversely impact Horizon’s business. Trade disputes could also adversely impact supply chains which could now or in the future increase costs for Horizon or delay delivery of key inventories and supplies. Trade disputes can also be highly disruptive to global financial markets. The length and impact of the ongoing trade disputes and military conflicts are highly unpredictable. Horizon and DMY are continuing to monitor the trade disputes, inflation, interest rates and the military conflicts and the impacts to global capital markets, to Horizon’s business, and to the parties’ ability to complete the Business Combination.
Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us or in the future performance of the post-Business Combination entity.
Information regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational purposes only. Past performance by our management team, including with respect to GTY, dMY I, dMY II, dMY III, dMY IV, dMY VI, Coliseum and Berto, is not a guarantee of success with respect to the Business Combination with Horizon. You should not rely on the historical record of the performance of our management team or businesses associated with them, including GTY, dMY I, dMY II, dMY III, dMY IV, dMY VI, Coliseum and Berto as indicative of our future performance of an investment in DMY or Horizon or the returns we will, or are likely to, generate going forward.
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Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to complete the Business Combination, and results of operations.
We are and will be subject to laws and regulations, and interpretations and applications of such laws and regulations enacted by national, regional, state and local governments and, potentially, foreign jurisdictions. In particular, we are required to comply with certain SEC and other legal requirements, and Holdco may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, including as a result of changes in economic, political, social and government policies, and those changes could have a material adverse effect on our business, including our ability to complete the Business Combination, and results of our operations.
Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. For example, on January 24, 2024, the SEC issued final rules and guidance relating to SPACs, like us, regarding, among other things, disclosure in SEC filings in connection with initial business combination transactions; the financial statement requirements applicable to transactions involving shell companies; the use of financial projections in SEC filings in connection with proposed initial business combination transactions; and the potential liability of certain participants in proposed initial business combination transactions. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. A failure to comply with applicable laws or regulations and any subsequent changes, as interpreted and applied, could have a material adverse effect on our business, including our ability to complete the Business Combination.
Recent increases in inflation in the United States and elsewhere could make it more difficult for us to complete the Business Combination.
Recent increases in inflation in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to complete the Business Combination.
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination.
If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
• restrictions on the nature of our investments; and
• restrictions on the issuance of securities, each of which may make it difficult for us to complete the Business Combination.
In addition, we may have imposed upon us burdensome requirements, including:
• registration as an investment company with the SEC;
• adoption of a specific form of corporate structure; and
• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
As a result, if we are deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete the Business Combination and instead be required to liquidate DMY. If we are required to liquidate, our investors would not be able to realize the benefits of owning shares in Horizon, including the potential appreciation in the value of our shares and warrants following the Business Combination.
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In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, a company must ensure that it is engaged primarily in a business other than investing, reinvesting or trading of securities and that its activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
The SEC recently provided guidance that the determination of whether a special purpose acquisition company, like us, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a SPAC’s duration, asset composition, business purpose and activities. When applying these factors to us we do not believe that our principal activities will subject us to the Investment Company Act. To this end, the Company was formed for the purpose of completing an initial business combination with one or more businesses. Since our inception, our business has been and will continue to be focused on identifying and completing an initial business combination, and thereafter, operating the post-transaction business or assets for the long term. Further, we do not plan to buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive investor.
The funds in the Trust Account may only be (i) held uninvested, (ii) held in an interest-bearing bank demand deposit account, or (iii) held in only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary of the effective date of the registration statement relating to our IPO, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our Charter to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination before the end of the allowed period of time to consummate an initial business combination; and (iii) absent an initial business combination before the end of the allowed period of time to consummate an initial business combination, or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, our return of the funds held in the Trust Account to our public shareholders as part of our redemption of the public shares.
To further mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, on September 25, 2024, we instructed the Trustee to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash through a variable interest bearing account until the earlier of the consummation of a business combination or our liquidation. Following such liquidation of the assets in our Trust Account, we will receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would otherwise receive upon any redemption or liquidation of the Company if the assets in the Trust Account had remained in U.S. government securities or money market funds. This means that the amount available for redemption may not increase in the future.
If we were deemed to be subject to the Investment Company Act, we would need to register as an investment company under the Investment Company Act and compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. We also may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Trust Account. If we are unable to complete our initial business combination, our public shareholders would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a business combination, and may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders.
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DMY is, and we expect that Holdco will be, an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
DMY is, and we expect that Holdco will be, an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Accordingly, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of Holdco Class A Ordinary Shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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THE SPECIAL MEETING
DMY is furnishing this proxy statement/prospectus to DMY’s shareholders as part of the solicitation of proxies by the DMY Board for use at the Special Meeting to be held at 10:00 a.m., Eastern Time on March 17, 2026, and at any adjournment thereof. This proxy statement/prospectus provides DMY’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.
Date, Time and Place
The Special Meeting will be held at 10:00 a.m., Eastern Time, on March 17, 2026. The Special Meeting will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/dmysquaredtechnology/2026.
Purpose of the Special Meeting
At the Special Meeting, DMY is asking holders of DMY Common Stock to consider and vote upon the following proposals:
• the Business Combination Proposal;
• the Advisory Organizational Documents Proposals; and
• the Adjournment Proposal (if presented).
Recommendation of the DMY Board of Directors
After careful consideration, the DMY Board has unanimously determined that the Business Combination is fair, advisable, and in the best interests of DMY and its shareholders, unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Amalgamation and SPAC Merger, and “FOR” all other proposals presented to DMY’s shareholders in this proxy statement/prospectus. The Business Combination was not structured to require the approval of at least a majority of DMY’s unaffiliated shareholders because such a vote is not required under Massachusetts law.
The DMY Board believes that each of the Business Combination Proposal, the Advisory Organizational Documents Proposals, and the Adjournment Proposal (if put to a vote) is fair, advisable, and in the best interests of DMY and its shareholders and recommends that DMY Shareholders vote “FOR” each proposal being submitted to a vote of the DMY Shareholders at the Special Meeting.
For a more complete description of the DMY Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the DMY Board, see the subsection entitled “Proposal No. 1 — The Business Combination Proposal — The DMY Board’s Reasons for the Approval of the Business Combination”.
Registering for the Special Meeting
Any shareholder wishing to attend the Special Meeting should register for the meeting by 5:00 p.m., Eastern Time, on March 13, 2026. To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of DMY Common Stock:
• If your shares are registered in your name with Continental and you wish to attend the Special Meeting virtually, go to https://www.cstproxy.com/dmysquaredtechnology/2026, enter the 12-digit control number included on your proxy card or notice of the Special Meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the Special Meeting you will need to log back into the special meeting site using your control number. Pre-registration is recommended, but is not required in order to attend virtually.
• Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other nominee) who wish to attend the Special Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to
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register to attend and participate in the online Special Meeting. After contacting Continental, a beneficial holder will receive an e-mail prior to the Special Meeting with a link and instructions for entering the Special Meeting online. Beneficial shareholders should contact Continental at least five business days prior to the Special Meeting date in order to ensure access.
Record Date; Who is Entitled to Vote
DMY has fixed February 6, 2026 as the Record Date for the Special Meeting. Shareholders of DMY at the close of business on the Record Date are entitled to vote on matters that come before the Special Meeting. Each share is entitled to one vote. The shareholder may only vote his, hers, or its shares of he, she, or it is present in person or is represented by proxy at the Special Meeting.
As of the Record Date, the Sponsor and other Holders of Founder Shares held of record and were entitled to vote an aggregate of 1,579,750 shares of DMY Common Stock. The DMY Common Stock held by such persons currently constitutes approximately 40.4% of the outstanding DMY Common Stock. Pursuant to the DMY Support Agreement, the Sponsor and the other Holders of Founder Shares have agreed to vote any DMY Common Stock held by them as of the Record Date in favor of the Business Combination, including voting in favor of each Condition Precedent Proposal. No consideration has been or will be paid by DMY, Horizon, or Holdco to the Sponsor and other Holders of Founder Shares in connection with such agreements. To the extent that Sponsor or its affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.
Quorum
A quorum of DMY’s shareholders is necessary to hold a valid meeting. A quorum for the Special Meeting will consist of the holders present in person or by proxy of shares of outstanding DMY capital stock representing a majority of the voting power of all outstanding shares of DMY capital stock entitled to vote at the Special Meeting. The Founder Shares will count towards this quorum. There are 3,905,737 shares of DMY Common Stock outstanding as of the Record Date, and therefore, as of the Record Date for the Special Meeting, 1,952,870 shares of DMY Common Stock would be required to achieve a quorum.
Voting Power; Abstentions and Broker Non-Votes; Record Date
With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”
If a shareholder fails to return a proxy card and does not attend the Special Meeting in person, then the shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a valid quorum is established, any such failure to vote will have no effect on the outcome of any other proposal in this proxy statement.
Abstentions will be counted in connection with the determination of whether a valid quorum is established but will not constitute votes cast at the Special Meeting and therefore will have no effect on any of the proposals as a matter of Massachusetts law.
Vote Required for Approval
The following votes are required to approve each Proposal:
• Business Combination Proposal: Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of DMY Common Stock at the Special Meeting.
• Advisory Organizational Documents Proposals: Approval of each Advisory Organizational Documents Proposal requires the affirmative vote of a majority of the shares of DMY Common Stock entitled to vote thereon. The shareholder votes regarding these proposals are advisory in nature, and are not binding on DMY, the DMY Board, Horizon, Holdco or the Holdco Board.
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• Adjournment Proposal: Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of DMY Common Stock at the Special Meeting.
Voting Your Shares
Shareholders of Record
If you are a shareholder of record, you may vote by mail or at the Special Meeting. Each share of DMY Common Stock that you own in your name entitles you to one vote on each of the proposals on which you are entitled to vote at the Special Meeting. Your one or more proxy cards show the number of shares of DMY Common Stock that you own.
Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing and dating the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. We encourage you to sign, date and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of our common stock will be voted as recommended by our Board. Our Board unanimously recommends voting “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Advisory Organizational Documents Proposals, and “FOR” the approval of the Adjournment Proposal, if presented, to the Special Meeting. Votes submitted by mail must be received by the close of business, New York City time, on March 13, 2026.
Voting at the Special Meeting. If you attend the Special Meeting, you may also submit your vote at the Special Meeting via the meeting website at http://www.cstproxy.com/dmysquaredtechnology/2026, in which case any votes that you previously submitted by mail will be superseded by the vote that you cast at the Special Meeting.
Beneficial Owners
Beneficial owners of shares held in street name may instruct their bank, broker, or other nominee how to vote their shares. Beneficial owners should refer to the materials provided to them by their bank, broker, or other nominee for information on communicating these voting instructions. Beneficial owners may not vote their shares in person at the Special Meeting unless they obtain a legal proxy from the shareholder of record, present it to the inspector of election at the Special Meeting, and produce valid identification. Beneficial owners should contact their bank, broker, or other nominee for instructions regarding obtaining a legal proxy.
Who Can Answer Your Questions About Voting Your Shares
If you have questions about the Special Meeting or how to vote your shares, you should contact:
dMY Squared Technology Group, Inc.
80 North Town Center Drive, Suite 100
Las Vegas, NV 89144
Tel: (702) 781-4313
or:
Sodali & Co.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: DMYY.info@investor.morrowsodali.com
You may also obtain additional information about DMY from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to tender or deliver your Public Shares (and share
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certificates (if any) and other redemption forms), either physically or electronically, to Continental at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
Tel: (212) 509-4000
Attention: SPAC Redemptions Team
Email: spacredemptions@continentalstock.com
Proxy Solicitation
Proxies may be solicited by mail, telephone, on the internet, or in person. DMY has engaged Sodali & Co. to assist in the solicitation of proxies. DMY has agreed to pay Sodali & Co. a fee of $12,500, plus disbursements.
If a shareholder grants a proxy, it may still vote its shares if it revokes its proxy before the Special Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “The Special Meeting — Proxy Solicitation”.
Revoking Your Proxy
If you are a DMY Shareholder of record, you may revoke your proxy at any time before it is voted at the Special Meeting by:
• timely delivering a written revocation letter to the Chief Executive Officer of DMY;
• signing and returning by mail a proxy card with a later date so that it is received prior to the Special Meeting; or
• attending the Special Meeting and voting electronically by visiting the website established for that purpose at https://www.cstproxy.com/dmysquaredtechnology/2026 and entering the control number found on your proxy card, voting instruction form or notice you previously received. Attendance at the Special Meeting will not, in and of itself, revoke a proxy.
If you are a non-record (beneficial) DMY Shareholder, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.
Redemption Rights
Pursuant to the DMY Articles, a Public Shareholder (other than the Sponsor and the other Holders of Founder Shares) may request that DMY redeem all or a portion of his, her or its Public Shares for cash if the Business Combination is consummated. Holders of Public Shares who wish to exercise their redemption rights must, prior to 5:00 p.m., Eastern Time, on March 13, 2026 (which date is two business days before the scheduled vote at the Special Meeting), (A) submit a written request to the Transfer Agent, which request includes the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that DMY redeem all or a portion of their Public Shares for cash and (B) deliver their Public Shares to the Transfer Agent physically or electronically using the DTC’s DWAC (Deposit and Withdrawal at Custodian) system. Any holder of Public Shares (other than the Sponsor and the other Holders of Founder Shares) will be entitled to demand that such holder’s Public Shares be redeemed for a full pro rata portion of the amount then in the Trust Account (including interest earned on the Trust Account not previously released to DMY to pay its taxes, net of taxes payable) (which, for illustrative purposes, was approximately $27.4 million, or $11.78 per Public Share, as of February 6, 2026, the Record Date).
Prior to exercising redemption rights, Public Shareholders should verify the market price of the DMY Class A Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. DMY cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in the DMY Class A Shares when Public Shareholders wish to sell their shares.
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Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the deadline to submitting redemption requests and thereafter, with DMY’s consent, until the Closing. If a holder delivers his, her or its Public Shares for redemption to Continental and later decides to withdraw such request prior to the deadline for submitting redemption requests, the holder may request that Continental return the shares (physically or electronically).
Any written demand of redemption rights must be received by Continental prior to the redemption deadline. No demand for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental prior to the deadline for submitting redemption requests.
Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate or any other person with whom he, she or it is acting in concert or as a partnership, syndicate or other group, will be restricted from seeking redemption with respect to more than 15% of the issued and outstanding Public Shares. Accordingly, all Public Shares in excess of 15% held by a shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will not be redeemed.
As set forth in more detail elsewhere in this proxy statement/prospectus, the Public Shareholders that do not elect to redeem their Public Shares will experience immediate dilution as a result of the Business Combination. The Public Shareholders currently own approximately 59.6% of the issued and outstanding DMY Common Stock. Even if no Public Shareholders redeem their Public Shares in the Business Combination, the Public Shareholders’ ownership will decrease from approximately 59.6% of the DMY Common Stock prior to the Business Combination to owning approximately 4.3% and 3.5% of the total outstanding Holdco Ordinary Shares at the Closing (basic and diluted, respectively), and 2.5% and 2.2% of the voting power of the outstanding Holdco Ordinary Shares (basic and diluted, respectively). As redemptions increase, the overall percentage ownership and voting percentage held by Sponsor, other Holders of Founder Shares, and Horizon Shareholders will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. If the amount of PIPE Investment or Additional Financing is greater than the amount assumed in connection with the No Additional Redemptions Scenario, such financing would further increase dilution to Public Shareholders. See “Risk Factors — The Public Shareholders will experience immediate dilution as a consequence of the issuance of Holdco Ordinary Shares as consideration in the Business Combination, potential issuances in connection with financing, and due to future issuances of equity awards to Horizon employees, directors, or consultants. Having a minority share position may reduce the influence that our current shareholders have on the management of Holdco.”
Appraisal Rights
Neither Public Shareholders nor DMY warrant holders have appraisal rights in connection with the Business Combination.
Under the MBCA, shareholders are entitled to appraisal rights in the event of a merger or share exchange unless all the shareholders holding marketable securities in the merging corporation are to receive only marketable securities of the surviving corporation and/or cash, or are to receive only cash or marketable securities in the amount they would receive upon dissolution; provided in each case that no director, officer or controlling shareholder has a direct or indirect material financial interest in the merger other than in his capacity as a (i) shareholder of the corporation, (ii) a director, officer, employee or consultant of either the merging or the surviving corporation or of any affiliate of the surviving corporation if the shareholder’s financial interest is pursuant to bona fide arrangements with either corporation or any affiliate, or (iii) in any other capacity so long as the shareholder owns not more than five percent of the voting shares of all classes and series of the corporation in the aggregate.
Potential Purchases of Public Shares and Public Warrants
At any time prior to the Special Meeting, subject to applicable securities laws (including with respect to material non-public information), the Sponsor or its affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares or DMY Public Warrants, vote their Public Shares in favor of the Business Combination or not redeem their Public Shares. However, the Sponsor and its affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or DMY Public Warrants in such transactions.
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The purpose of any such transactions could be to increase the likelihood of obtaining shareholder approval of the Business Combination, reduce the number of outstanding DMY Public Warrants or satisfy the Minimum Cash Condition, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.
In addition, if such purchases are made, the public “float” of our shares may be reduced and the number of beneficial holders of our shares may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our shares on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event the Sponsor or its affiliates were to purchase Public Shares or DMY Public Warrants from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:
• if the Sponsor or its affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the Redemption Price;
• if the Sponsor or its affiliates were to purchase Public Shares from Public Shareholders, such shares would not be voted in favor of approving the Business Combination;
• the Sponsor or its affiliates would not possess any redemption rights with respect to our Public Shares or, if they do acquire and possess redemption rights, they would waive such rights; and
• we would disclose in a Form 8-K, before the Special Meeting to approve the Business Combination, the following material items:
• the amount of our Public Shares purchased outside of the redemption offer by the Sponsor or its affiliates, along with the purchase price;
• the purpose of the purchases by the Sponsor or its affiliates;
• the impact, if any, of the purchases by the Sponsor or its affiliates on the likelihood that the Business Combination will be approved;
• the identities of our security holders who sold to the Sponsor or its affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the Sponsor or its affiliates; and
• the number of our Public Shares for which we have received redemption requests pursuant to our redemption offer.
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PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL
Structure of the Business Combination
The following diagrams illustrate in simplified terms the current structure of Horizon as of the date of this proxy statement/prospectus and the expected structure of Holdco immediately following the Closing.
Horizon Pre-Closing Structure
Holdco Post-Closing Structure
____________
* Assumes the No Additional Redemptions Scenario.
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Ownership of Holdco after the Closing
The following tables illustrate estimated ownership levels in Holdco, immediately following the consummation of the Business Combination, based on varying levels of redemptions by Public Shareholders.
The following table excludes the dilutive effect of Holdco Warrants, Holdco Options, and Holdco Class A Ordinary Shares that will initially be available for issuance under the 2026 Plan and ESPP.
|
No Additional Redemptions Scenario |
25% Redemptions Scenario |
50% Redemptions Scenario |
75% Redemptions Scenario |
100% Redemptions Scenario |
||||||||||||||||||||||||||||||||||||||||||||||
|
Pro Forma |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
||||||||||||||||||||||||||||||
|
Public Shareholders(2) |
2,325,987 |
— |
4.3 |
% |
2.5 |
% |
1,744,491 |
— |
3.3 |
% |
1.9 |
% |
1,162,994 |
— |
2.2 |
% |
1.3 |
% |
581,497 |
— |
1.1 |
% |
0.6 |
% |
— |
— |
0.0 |
% |
0.0% |
|
||||||||||||||||||||
|
Harry You and Sponsor(3) |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.4 |
% |
1.3% |
|
||||||||||||||||||||
|
Other Holders of Founder |
416,266 |
— |
0.8 |
% |
0.4 |
% |
416,266 |
— |
0.8 |
% |
0.4 |
% |
416,266 |
— |
0.8 |
% |
0.5 |
% |
416,266 |
— |
0.8 |
% |
0.5 |
% |
416,266 |
— |
0.8 |
% |
0.5% |
|
||||||||||||||||||||
|
Horizon shareholders (excluding Horizon Founder and Harry |
20,211,037 |
— |
37.8 |
% |
21.6 |
% |
20,211,037 |
— |
38.2 |
% |
21.8 |
% |
20,211,037 |
— |
38.6 |
% |
21.9 |
% |
20,211,037 |
— |
39.0 |
% |
22.0 |
% |
20,211,037 |
— |
39.5 |
% |
22.2% |
|
||||||||||||||||||||
|
Horizon Founder |
— |
19,953,321 |
37.3 |
% |
64.1 |
% |
— |
19,953,321 |
37.7 |
% |
64.5 |
% |
— |
19,953,321 |
38.1 |
% |
64.9 |
% |
— |
19,953,321 |
38.5 |
% |
65.3 |
% |
— |
19,953,321 |
39.0 |
% |
65.7% |
|
||||||||||||||||||||
|
PIPE Investors |
9,402,680 |
— |
17.5 |
% |
10.1 |
% |
9,402,680 |
— |
17.7 |
% |
10.1 |
% |
9,402,680 |
— |
18.0 |
% |
10.1 |
% |
9,402,680 |
— |
18.3 |
% |
10.3 |
% |
9,402,680 |
— |
18.3 |
% |
10.3 |
% |
||||||||||||||||||||
|
Total |
33,569,237 |
19,953,321 |
100.0 |
% |
100.0 |
% |
32,987,741 |
19,953,321 |
100.0 |
% |
100.0 |
% |
32,406,244 |
19,953,321 |
100.0 |
% |
100.0 |
% |
31,824,747 |
19,953,321 |
100.0 |
% |
100.0 |
% |
31,243,250 |
19,953,321 |
100.0 |
% |
100.0 |
% |
||||||||||||||||||||
____________
* Less than 1%
(1) Each Holdco Class A Ordinary Share will entitle the holder thereof to one (1) vote per share on all matters on which the Holdco Class A Ordinary Shares are entitled to vote, and each Holdco Class B Ordinary Share will entitle the holder thereof to three (3) votes per share on all matters on which the Holdco Class B Ordinary Shares are entitled to vote.
(2) Amount comprises the unredeemed Public Shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of (i) 0 shares under the No Additional Redemptions Scenario, (ii) 581,496 shares under the 25% Redemptions Scenario, (iii) 1,162,993 shares under the 50% Redemptions Scenario, (iv) 1,744,490 shares under the 75% Redemptions Scenario, and (v) 2,325,987 shares under the 100% Redemptions Scenario.
(3) Amount includes 1,163,484 Founder Shares held by Sponsor and 49,783 Holdco Ordinary Shares issuable in respect of Mr. You’s $500,000 SAFE investment in Horizon.
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Dilutive Instruments
The following table shows possible sources of dilution and the extent of such dilution that non-redeeming Public Shareholders could experience in connection with the closing of the Business Combination. In an effort to illustrate the extent of such dilution, the table below assumes the exercise of all Holdco Warrants for a cash exercise price of $11.50, the exercise of all Holdco Options for cash, which will each be exercisable for one Holdco Class A Ordinary Share at an average exercise price of approximately $2.46 per share (based on the Estimated Exchange Ratio). The table excludes Holdco Ordinary Shares that will initially be available for issuance under the 2026 Plan and ESPP, as such shares will not be outstanding on the Closing Date. Additionally, assumes that all Working Capital Loans and Overfunding Loans are repaid in cash at the Closing.
|
No Additional Redemptions Scenario |
25% Redemptions Scenario |
50% Redemptions Scenario |
75% Redemptions Scenario |
100% Redemptions Scenario |
||||||||||||||||||||||||||||||||||||||||||||||
|
Pro Forma |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
||||||||||||||||||||||||||||||
|
Public |
2,325,987 |
— |
3.5 |
% |
2.2 |
% |
1,744,491 |
— |
2.7 |
% |
1.7 |
% |
1,162,994 |
— |
1.8 |
% |
1.1 |
% |
581,497 |
— |
0.9 |
% |
0.6 |
% |
— |
— |
0.0 |
% |
0.0 |
% |
||||||||||||||||||||
|
Harry You and Sponsor(3) |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
1,213,267 |
— |
1.9 |
% |
1.2 |
% |
||||||||||||||||||||
|
Other Holders of Founder |
416,266 |
— |
0.6 |
% |
0.4 |
% |
416,266 |
— |
0.6 |
% |
0.4 |
% |
416,266 |
— |
0.6 |
% |
0.4 |
% |
416,266 |
— |
0.7 |
% |
0.4 |
% |
416,266 |
— |
0.7 |
% |
0.4 |
% |
||||||||||||||||||||
|
Horizon shareholders (excluding Horizon Founder and Harry You) |
20,211,037 |
— |
30.8 |
% |
19.2 |
% |
20,211,037 |
— |
31.1 |
% |
19.3 |
% |
20,211,037 |
— |
31.4 |
% |
19.4 |
% |
20,211,037 |
— |
31.7 |
% |
19.5 |
% |
20,211,037 |
— |
32.0 |
% |
19.6 |
% |
||||||||||||||||||||
|
Horizon Founder |
— |
19,953,321 |
30.4 |
% |
56.8 |
% |
— |
19,953,321 |
30.7 |
% |
57.1 |
% |
— |
19,953,321 |
31.0 |
% |
57.4 |
% |
— |
19,953,321 |
31.3 |
% |
57.7 |
% |
— |
19,953,321 |
31.6 |
% |
58.0 |
% |
||||||||||||||||||||
|
PIPE Investors |
9,402,680 |
— |
14.3 |
% |
8.9 |
% |
9,402,680 |
— |
14.5 |
% |
9.0 |
% |
9,402,680 |
— |
14.6 |
% |
9.0 |
% |
9,402,680 |
— |
14.7 |
% |
9.1 |
% |
9,402,680 |
— |
14.9 |
% |
9.1 |
% |
||||||||||||||||||||
|
Public Warrants(4) |
3,159,500 |
— |
4.8 |
% |
3.0 |
% |
3,159,500 |
— |
4.9 |
% |
3.0 |
% |
3,159,500 |
— |
4.9 |
% |
3.0 |
% |
3,159,500 |
— |
5.0 |
% |
3.0 |
% |
3,159,500 |
— |
5.0 |
% |
3.1 |
% |
||||||||||||||||||||
|
Private Warrants(5) |
2,884,660 |
— |
4.4 |
% |
2.7 |
% |
2,884,660 |
— |
4.4 |
% |
2.8 |
% |
2,884,660 |
— |
4.5 |
% |
2.8 |
% |
2,884,660 |
— |
4.5 |
% |
2.8 |
% |
2,884,660 |
— |
4.6 |
% |
2.8 |
% |
||||||||||||||||||||
|
Horizon Options(6) |
5,983,204 |
— |
9.3 |
% |
5.6 |
% |
5,983,204 |
— |
9.2 |
% |
5.5 |
% |
5,983,204 |
— |
9.3 |
% |
5.7 |
% |
5,983,204 |
— |
9.3 |
% |
5.7 |
% |
5,983,204 |
— |
9.3 |
% |
5.8 |
% |
||||||||||||||||||||
|
Total |
45,596,601 |
19,953,321 |
100.0 |
% |
100.0 |
% |
45,015,105 |
19,953,321 |
100.0 |
% |
100.0 |
% |
44,433,608 |
19,953,321 |
100.0 |
% |
100.0 |
% |
43,852,111 |
19,953,321 |
100.0 |
% |
100.0 |
% |
43,270,614 |
19,953,321 |
100.0 |
% |
100.0 |
% |
||||||||||||||||||||
____________
* Less than 1%
(1) Each Holdco Class A Ordinary Share will entitle the holder thereof to one (1) vote per share on all matters on which the Holdco Class A Ordinary Shares are entitled to vote, and each Holdco Class B Ordinary Share will entitle the holder thereof to three (3) votes per share on all matters on which the Holdco Class B Ordinary Shares are entitled to vote.
(2) Amount comprises the unredeemed Public Shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of (i) 0 shares under the No Additional Redemptions Scenario, (ii) 581,496 shares under the 25% Redemptions Scenario, (iii) 1,162,993 shares under the 50% Redemptions Scenario, (iv) 1,744,490 shares under the 75% Redemptions Scenario, and (v) 2,325,987 shares under the 100% Redemptions Scenario.
(3) Amount includes 1,163,484 Founder Shares held by Sponsor and 49,783 Holdco Ordinary Shares issuable in respect of Mr. You’s $500,000 SAFE investment in Horizon.
(4) Reflects Holdco Class A Ordinary Shares issuable upon the exercise of the DMY Public Warrants sold as part of the DMY Units in the DMY IPO, assuming all such DMY Public Warrants are exercised for cash immediately upon the Closing.
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(5) Reflects Holdco Class A Ordinary Shares issuable upon the exercise of the DMY Private Warrants sold as in a private placement consummated simultaneous with the DMY IPO, assuming all such DMY Private Warrants are exercised for cash immediately upon the Closing. Upon the closing of the Business Combination, DMY’s Overfunding Loans will be repaid or converted into DMY Class A Shares at a conversion price of $10.00 per share (or a combination of both), at the Sponsor’s discretion, which could result in additional dilution to the Public Stockholders. Additionally, up to $1,500,000 of outstanding Working Capital Loans may be converted into up to 1,500,000 DMY Private Warrants at a price of $1.00 per warrant upon Closing, which could result in additional dilution to the Public Stockholders. However, at this point of time, Sponsor does not intend to convert either the Overfunding Loans or the Working Capital Loans, and therefore, no related dilution is reflected herein.
(6) Reflects Holdco Class A Ordinary Shares issuable upon the exercise of outstanding Horizon Options, which will be assumed in the Amalgamation and become Holdco Options, assuming all such Horizon Options are exercised for cash immediately upon the Closing. Since the signing of the Business Combination Agreement, Horizon has issued a further 579,764 Horizon Options to new employees.
Share ownership presented in the two tables above is only presented for illustrative purposes and does not necessarily reflect what Holdco’s share ownership will be after the Closing. DMY and Horizon cannot predict how many of the Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above, and therefore the ownership percentages of Public Shareholders may also differ if the actual redemptions are different from these assumptions. The Public Shareholders that do not elect to redeem their Public Shares will experience immediate dilution as a result of the Business Combination. The Public Shareholders currently own approximately 59.6% of the issued and outstanding shares of DMY Common Stock. As noted in the above table, even if no Public Shareholders redeem their Public Shares in the Business Combination, the Public Shareholders’ ownership will decrease from approximately 59.6% of the DMY Common Stock prior to the Business Combination to owning approximately 4.3% and 3.5% of the total outstanding Holdco Ordinary Shares at the Closing (basic and diluted, respectively), and 2.3% and 2.2% of the voting power of the outstanding Holdco Ordinary Shares (basic and diluted, respectively). As redemptions increase, the overall percentage ownership and voting percentage held by Sponsor, other Holders of Founder Shares, and Horizon Shareholders will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. If the amount of PIPE Investment or Additional Financing is greater than the assumptions above, such financing would further increase dilution to Public Shareholders. For more information about the consideration to be received in the Business Combination, these scenarios, and the underlying assumptions, see “Unaudited Pro Forma Combined Financial Information.” See also “Risk Factors — The Public Shareholders will experience immediate dilution as a consequence of the issuance of Holdco Ordinary Shares as consideration in the Business Combination, potential issuances in connection with financing, and due to future issuances of equity awards to Horizon employees, directors, or consultants. Having a minority share position may reduce the influence that our current shareholders have on the management of Holdco.”
Background of the Business Combination
The following chronology summarizes the key meetings and events that led to the signing of the Business Combination Agreement. This chronology does not purport to catalogue every correspondence among representatives of DMY and Horizon. Representatives of DMY involved in the discussions and negotiations referenced herein included one or more of Harry You, Chief Executive Officer and Chief Financial Officer of DMY, and Niccolo de Masi, former Chief Executive Officer of DMY. Representatives of Horizon involved in the discussions and negotiations referenced herein included Dr. Joseph Francis Fitzsimons, Chief Executive Officer of Horizon.
The terms of the Business Combination Agreement are the result of extensive negotiations between the representatives of DMY and Horizon. The following is a brief description of the background of the negotiations and the related transactions.
DMY is a blank check company incorporated in Massachusetts on February 15, 2022, whose business is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Prior to the consummation of the DMY IPO, DMY had not selected any specific business combination target and had not, nor had anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with DMY.
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Following the completion of the DMY IPO, DMY’s management and directors commenced a search for potential business combination targets, leveraging DMY’s network of relationships. As part of the search process, they were also contacted by a number of individuals and entities with respect to business combination opportunities. DMY was permitted to pursue acquisitions in any sector or industry.
Consistent with DMY’s business strategy, DMY’s management and directors sought to identify companies in the professional and commercial services and transaction processing sectors, with the following characteristics:
• Size: enterprise value between $500 million and $2 billion.
• Management Maturity: proven and accomplished management teams that are eager to march forward together with and benefit from DMY’s management team’s expertise; management teams with the interest and ability to execute on strategic opportunities, including accretive acquisitions of companies that have the potential to enhance shareholder value.
• Operational Maturity: requisite compliance, financial controls and reporting processes in place and are ready for the regulatory requirements of a public entity.
• Growth: superior growth relative to their market segment in revenues and cashflows, that are differentiated and can price at a similar or stronger pace than underlying price inflation.
• Benefit from being public: management and stakeholders who aspire to have their company become a public entity and generate substantial growth.
• Reputation and market acceptance: opportunity to achieve market leadership in their segment; defensible proprietary technology and intellectual property rights; significant advantage in knowhow and technology.
• Appropriate valuations.
After the DMY IPO and until February 13, 2025, when DMY entered into a letter of intent, which contained an exclusivity arrangement with Horizon, DMY’s management team and the DMY Board considered and analyzed approximately 50 potential acquisition targets other than Horizon, each of which had enterprise values between $500 million and $2 billion. Of those potential targets, DMY considered in greater detail, and entered into non-disclosure agreements, with six of them, which contained customary terms regarding protections of confidentiality but did not impose conditions of exclusivity or other similarly restrictive provisions or standstills. Two such businesses were quantum computing hardware businesses, one was a quantum software business, one was in the logistics industry, one was an entertainment company, and one was a rare earth company. DMY ultimately did not progress its discussions with the other potential target businesses for a variety of reasons, including that DMY did not think their growth trajectory was compelling enough, could not agree with the respective target on valuation, or the target decided to remain private.
Ultimately, DMY determined that Horizon presented the most compelling target for a business combination due to its business prospects, as well as the valuation and the likelihood of successfully consummating a transaction. DMY management and the DMY Board were also focused on Horizon’s ability to become an industry leader in quantum software.
DMY’s Evaluation of and Negotiation with Horizon
On December 16, 2024, Mr. de Masi and Dr. Fitzsimons had a general catch-up call. They had previously connected years prior regarding another SPAC.
On January 7, 2025, Mr. de Masi and Dr. Fitzsimons had a further call, in which a potential business combination between Horizon and DMY was first proposed.
Between January 14, 2025 and January 15, 2025, Messrs. de Masi and You of DMY met in person with Dr. Fitzsimons in Austin, Texas. At such meetings, the parties had a general discussion of the timing and process for a potential transaction, the key business points in the LOI, and potential financing opportunities and Horizon’s financing needs.
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On January 15, 2025, DMY sent an initial draft letter of intent (“LOI”) to Horizon. The terms proposed included: (i) a purchase price for all of the equity and vested equity-linked securities of Horizon based on a pre-money valuation of Horizon on a cash-free, debt-free basis, to be set by the bookbuilding process of a PIPE financing, targeted at approximately $500 million; (ii) the purchase price would be paid in shares of Holdco valued at $10.00 per share; (iii) a 24-month lock-up on the Holdco shares issued in the transaction to Horizon’s shareholders, a 12-month lock-up on the shares to be issued to the Sponsor and Horizon’s management team (with the potential for early release from such 12-month lock-up if the closing price of Holdco’s shares exceeds $12.00 per share for any 20 trading days within a 30-trading day period commencing at least 150 days after the closing, or 180 days in the case of Horizon’s management team), and a 30-day lock-up on the DMY Private Warrants and underlying shares; (iv) subscription agreements for a PIPE financing in the amount of $100 million to be signed concurrently with the execution of the definitive agreement for the business combination; (v) a minimum cash condition equal to the amount of funded PIPE; (vi) no forfeiture of Founder Shares; and (vii) indemnification of the Sponsor and its officers and directors by Horizon.
The valuation included in the initial draft of the LOI was determined based on Horizon’s Series A financing which occurred in 2022 and was priced at a post-money valuation of $133.1 million, DMY management’s review of the valuation of selected publicly traded companies and DMY management’s view of the market opportunity for Horizon to be the first publicly traded quantum software company. Such review of selected publicly traded companies included IonQ, Rigetti Computing, and DWave Quantum, which are all quantum computing businesses with modest revenue while private that went public via business combination transactions with special purpose acquisition companies (“de-SPAC transactions”) and have since experienced significant growth, and VMWare and EMC, which DMY management viewed as relevant because they were early innovators in their respective technology sectors that successfully captured market share.
The Sponsor is not a sponsor to any other SPAC vehicles and thus only considered DMY as a potential acquirer when contemplating a potential transaction with Horizon.
On January 15, 2025, the LOI was shared with the Horizon Board and board observers, and on January 17, 2025, Horizon consulted its Irish legal counsel (Matheson) with respect to a potential business combination transaction.
On February 3, 2025, the potential business combination was discussed at an internal Horizon meeting to gauge support for the proposed transaction; however, no valuation or entity names were communicated to staff.
On February 5, 2025, Horizon sent a revised LOI to DMY, which reflected the following: (i) pre-signing financing in the amount of $50 million, and as part of such financing the current employees and the Horizon Founder would be able to sell up to 2% of the current share capital of Horizon to investors in the financing; and (ii) a dual class common stock structure for Holdco, wherein the Horizon Founder would hold high-vote shares with three votes per share.
On February 9, 2025, DMY sent a further revised LOI to Horizon, which provided that the consideration to be paid to Horizon shareholders in the transaction would be based on the Redemption Price rather than $10.00 per share. Such revised LOI also provided that certain key employees of Horizon, including the Horizon Founder, would enter into mutually agreeable employment agreements concurrently with the execution of the definitive business combination agreement, to be effective at, and conditioned upon, the closing.
On February 13, 2025, the parties executed the LOI. The executed LOI reflected the terms of the February 9, 2025 draft, with the following modification: the 24-month lock-up period would apply to all shareholders of Horizon, including its management team, and to the Sponsor. DMY’s decision to execute the LOI was based on, among other things, DMY’s management’s belief, based on its analysis, initial due diligence, and the terms of the non-binding LOI, that Horizon met certain of its key criteria in a business combination target, including, in particular, its compelling valuation, growth potential and opportunity to achieve market leadership in the quantum software field.
Between February 15, 2025 and February 23, 2025, DMY and Horizon prepared a press release announcing the execution of the non-binding LOI.
DMY’s management informed the DMY Board of the LOI on February 23, 2025. At the direction of the DMY Board, DMY management continued to conduct business, operational and financial due diligence with respect to Horizon, the market for similar companies and the public financing markets in connection with exploring the potential business combination, including through additional discussions with Horizon management.
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On February 26, 2025, DMY and Horizon issued a joint press release announcing that they had entered into the LOI.
Also on February 26, 2025, Mr. de Masi notified DMY of his decision to resign as Chief Executive Officer and as a member of the DMY Board, effective immediately, in order to pursue another opportunity. Mr. de Masi’s decision to resign as an officer and director of DMY was not the result of any disagreement with the DMY Board, other officers of DMY or relating to DMY’s operations, policies or practices, or the Business Combination.
On April 7, 2025 Horizon engaged Ellenoff Grossman & Schole LLP (“EGS”) as its U.S. counsel in connection with the Business Combination.
On April 11, 2025, a kick-off call occurred between Mr. You, on behalf of DMY, Dr. Fitzsimons, on behalf of Horizon, and representatives of White & Case LLP, DMY’s legal counsel (“White & Case”) and EGS.
In April 2025, White & Case began to conduct legal due diligence on Horizon on behalf of DMY.
Throughout April, May, and June 2025, representatives of White & Case and EGS had numerous calls to discuss structuring the Business Combination, capitalization, shareholder approval requirements, potential sources of financing, and Nasdaq listing requirements for the combined company.
On April 29, 2025, EGS sent a draft SAFE, which was proposed to be used by Horizon for pre-transaction fundraising. Throughout May 2025, EGS and W&C finalized the terms of the SAFE.
On May 20, 2025, Horizon engaged Rajah & Tann (“R&T”) as Singapore counsel. During the month of June 2025, EGS and R&T held calls to discuss transaction structure and shareholder approval matters.
On July 10, 2025, White & Case sent the initial draft Business Combination Agreement to EGS, which reflected the terms set forth in the LOI.
On July 16, 2025, White & Case sent initial drafts of the Sponsor Support Agreement, Sponsor Indemnification Agreement, and Lock-Up Agreement to EGS, which reflected the terms set forth in the LOI.
On July 19, 2025, Horizon entered into a SAFE with an existing Horizon shareholder, pursuant to which such shareholder invested $3 million in Horizon.
Between July 10, 2025 and September 9, 2025, White & Case, on behalf of DMY, and EGS and R&T, on behalf of Horizon, exchanged numerous revised drafts of the Business Combination Agreement and held videoconferences to discuss terms in question. Terms negotiated included: (i) the calculation of the aggregate transaction consideration payable to Horizon’s securityholders in the transaction and the exchange ratio, including adjustments based on the cash exercise price of unexercised options (ultimately, the parties agreed to use the treasury method for calculating options); (ii) the calculation of the Minimum Cash Condition, and the sources of available cash that would satisfy the condition (ultimately, the parties agreed that the condition would be satisfied by gross cash available from all sources, including the Trust Account proceeds after Redemptions (but before the payment of transaction expenses), cash on the balance sheets of DMY and Horizon, and cash raised in financing), (iii) the payment of transaction expenses, including any expenses for a further extension of DMY’s Combination Period; (iv) the timing of the delivery of Horizon and Holdco financial information (including PCAOB audited financial statements, unaudited interim financial statements, and pro forma financial information); (v) Horizon’s obligation to indemnify the Sponsor; (vi) the DMY Board’s right to change its recommendation to DMY Shareholders with respect to the Business Combination in connection with the exercise of their fiduciary duties; (vii) the timing and delivery of Horizon’s shareholder approval in connection with the transactions; (viii) the interim covenants of Horizon and the exemptions thereto; (ix) the Outside Date; and (x) the entering into and the timing for entering into employment agreements by certain Horizon executives. For further information related to the final terms agreed among the parties, please see the section entitled “The Business Combination Agreement.”
Between July 16, 2025 and September 9, 2025, and in conjunction with the ongoing negotiation and revision of the Business Combination Agreement, White & Case, EGS and R&T exchanged drafts of the ancillary agreements related to the Business Combination Agreement, including the Sponsor Support Agreement, Sponsor Indemnification Agreement, Lock-Up Agreement, the Warrant Assumption Agreement, the Registration Rights Agreement, and the Holdco A&R Charter. Items negotiated included, with respect to the support agreements, pre-Closing transfer restrictions, and whether any or all Horizon shareholders would deliver written consent or would be required to deliver
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support agreements (ultimately, the parties agreed that all Horizon shareholders would deliver support agreements in connection with the signing of the Business Combination Agreement and that no Horizon shareholder would deliver a written consent prior to the effective date of the registration statement of which this proxy statement/prospectus forms a part); with respect to the Sponsor Indemnification Agreement, the types of claims that would be indemnified; with respect to the Lock-Up Agreement, certain exceptions to the lock-up; with respect to the Holdco A&R Charter, the terms of the Holdco Class B Ordinary Shares, including sunset provisions on the dual class structure and permitted transfers. For further information related to the ancillary agreements, please see the section entitled “Ancillary Agreements.”
Over the same period, White & Case, EGS, and other representatives and advisors for DMY and Horizon held numerous conference calls. In these calls, the attendees, discussed among other things, certain terms and conditions of the Business Combination Agreement, including: (a) the overall structure and legal steps necessary to implement the Business Combination, including agreeing upon the transaction steps and processes by which the Amalgamation and SPAC Merger will occur; (b) the overall suite of representations, warranties and covenants to be provided by each party under the Business Combination Agreement; (c) the governance structure of Holdco following the Closing; and (d) the items noted as negotiated above.
On August 11, 2025, Horizon announced that it had appointed Gregory Matthew Gould as Chief Financial Officer. Mr. Gould brings more than 35 years of experience in finance, technology, and operations, spanning leadership roles in both public and private companies and will lead key financial initiatives that are a part of Horizon’s long-term strategic growth plan. For more information, see the section of this proxy statement/prospectus entitled “Management of Holdco Following the Business Combination”.
On August 14, 2025, DMY engaged Needham as its financial advisor and placement agent in connection with the Business Combination. DMY decided to select Needham due to Needham’s experience with mergers and acquisitions, including previous de-SPAC transactions completed by the DMY management team, as well as Needham’s familiarity with the quantum computing industry generally. For more information, see “Financial Advisor Reference Materials” and “Certain Engagements in Connection with the Business Combination”.
On August 15, 2025, the DMY Board met for the purpose of discussing the terms of the Business Combination, due diligence results, and drafts of the Business Combination Agreement and ancillary agreements prepared by White & Case and EGS. Prior to the meeting, the DMY Board was provided with copies of the current drafts of the Business Combination Agreement and each ancillary agreement, and a legal due diligence report prepared by White & Case, among other materials. Management provided an overview of the proposed transaction, and highlighted Horizon’s opportunity to be a first-mover in the quantum software space. Representatives from Needham described the general market and investment outlook for companies comparable to Horizon, and responded to questions from the DMY Board. Representatives from White & Case reviewed the principal terms and conditions of the transaction agreements and responded to questions from the DMY Board. White & Case also presented their due diligence findings to the DMY Board. The DMY Board discussed the opportunities and challenges of the proposed Business Combination.
On September 4, 2025, the DMY Board met to further discuss the terms of the Business Combination. Prior to the meeting, the DMY Board was provided with a copy of the substantially final draft of the Business Combination Agreement and each ancillary agreement. A representative of TCF Law Group PLLC (“TCF”), DMY’s Massachusetts counsel, presented an overview of Massachusetts fiduciary duties, and responded to questions regarding the same. Additionally, representatives of Needham reviewed for and discussed with the DMY Board selected historical and projected financial and market data ratios for selected publicly traded quantum computing companies, which are discussed in more detail in the section entitled, “Financial Advisor Reference Materials.”
On September 8, 2025, the DMY Board by unanimous written consent determined that the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination) is advisable, fair to, and in the best interests of DMY’s shareholders, and approved and adopted the Business Combination Agreement and each Ancillary Document. The DMY Board also determined that the aggregate fair market value of the Business Combination is and will be equal to at least 80% of the amount held in the Trust Account as of the date the Business Combination Agreement is signed.
On September 8, 2025, the Horizon Board unanimously approved the Business Combination.
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On September 9, 2025, DMY and Horizon signed the Business Combination Agreement, Sponsor Support Agreement, and Horizon Support Agreements. The parties announced the signing of the Business Combination Agreement via press release and DMY filed a Current Report on Form 8-K including the Business Combination Agreement, ancillary documents, and the press release.
On September 29, 2025, DMY received a notice from the NYSE Regulation staff of the NYSE American stating that DMY failed to comply with NYSE American Rules Section 119(b) and that DMY’s securities are subject to delisting. NYSE American Rules Section 119(b) requires a special purpose acquisition company to complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Because DMY did not complete its initial business combination by September 29, 2025, the trading of the DMY Class A Shares, DMY Public Warrants, and DMY Units was suspended at the closing of business on September 29, 2025, and a Form 25-NSE was filed with the Securities Exchange Commission on October 1, 2025, which removed DMY’s securities from listing and registration on NYSE American.
On September 30, 2025, the DMY Class A Shares and DMY Public Warrants began trading on the OTCQB Market and the DMY Units began trading on the OTCID under the symbols “DMYY”, “DMYYW”, and “DMYYU”, respectively.
Between October 7, 2025 and October 9, 2025 Horizon entered into SAFEs with accredited investors for an aggregate purchase price of $1,000,000. On October 10, 2025, Needham began investor outreach to market the PIPE Investment. Throughout October and November 2025, representatives from Needham, DMY and Horizon engaged in discussions with prospective investors about their interest in participating in a PIPE Investment related to the Business Combination. Among the terms discussed with prospective PIPE investors were the valuation of Horizon and the structure and certain terms of the proposed Business Combination. All valuations or other material information provided to potential PIPE investors has been publicly disclosed. Certain of the prospective PIPE investors later entered into non-disclosure agreements whereby they received the confidential draft registration statement on Form F-4 filed by Holdco with the SEC on October 21, 2025. No other non-publicly disclosed material information was shared with the prospective PIPE investors during these discussions.
On October 14, 2025, DMY filed a Current Report on Form 8-K in which it furnished, as an exhibit, a investor presentation to be used by DMY, Holdco and Horizon in connection with the Business Combination.
On October 21, 2025, a draft PIPE Subscription Agreement was distributed to prospective PIPE Investors. Between October 21, 2025 and December 4, 2025, White & Case and EGS negotiated the terms of the PIPE Investment with the PIPE Investors and their respective representatives and advisors at arm’s length. The terms negotiated included (i) a most favored nations clause; (ii) DMY’s, Horizon’s, and Holdco’s representations and warranties, and the representations and warranties of each PIPE Investor; (iii) conditions to the consummation of the PIPE Investment; and (iv) registration rights, including the timing of Holdco’s obligation to file and have declared effective a registration statement to register the resale of the PIPE Shares. Additionally, DMY, Horizon, and Holdco negotiated, at arm’s length, with IonQ certain commercial and governance rights commensurate with IonQ’s strategic investment in Horizon, including the right to select one director to serve on the Holdco Board, subject to certain independence and approval requirements, an 18-month lock-up on IonQ’s PIPE Shares, notice and information rights, and that the closing of the IonQ PIPE Subscription Agreement will 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, which ultimately culminated in the entry into the IonQ Side Letter. Dr. Fitzsimons, the founder, Chief Executive Officer, and majority shareholder of Horizon, led the arm’s length negotiations with IonQ with respect to IonQ’s PIPE Investment and the IonQ Side Letter. Following such negotiations, Dr. Fitzsimons believed that entering into such agreements with IonQ was in the best interest of Horizon and recommended such agreements to the boards of Horizon and Holdco. For further information related to the final terms agreed with the PIPE Investors, please see the section entitled “— PIPE Subscription Agreements.”
On November 12, 2025, Horizon entered into a SAFE with an existing investor for an aggregate purchase price of $1,384,000.
On December 4, 2025, DMY, Holdco, and Horizon entered into PIPE Subscription Agreements with the PIPE Investors. Pursuant to the PIPE Subscription Agreements, Holdco has agreed to issue and sell, and the PIPE Investors agreed to subscribe for and purchase, in the PIPE Investment, an aggregate of approximately $110 million of PIPE
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Shares. The terms of the PIPE Subscription Agreements are the result of arm’s length negotiations between DMY and Horizon (with Dr. Fitzsimons leading the negotiations with IonQ), on the one hand, and the PIPE Investors, on the other hand, each in consultation with its advisors, which occurred between October 2025 and December 2025.
On December 4, 2025, in connection with the PIPE Subscription Agreement, Holdco, DMY, Horizon and IonQ, one of the PIPE Investors, entered into the IonQ Side Letter.
On December 15, 2025, DMY’s shareholders approved a further amendment to the DMY Articles to extend the date by which DMY has to consummate its initial business combination, from December 29, 2025 to January 29, 2026 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend such date up to five times for an additional one month each time, until up to June 29, 2026. No further Contributions are required in connection with the Second Extension. In connection with the shareholder approval of the extension, an aggregate of 12,599 Public Shares were redeemed for an aggregate of approximately $147,778, representing approximately 0.5% of the Public Shares then outstanding. As of the date of this proxy statement/prospectus, the DMY Board has extended the Combination Period, monthly, through February 28, 2026.
On December 18, 2025, Horizon entered into a SAFE with Harry You, DMY’s Chairman, Chief Executive Officer, and Chief Financial Officer, and an affiliate of the Sponsor, for an aggregate purchase price of $500,000. The SAFE between Horizon and Mr. You was identical to the other SAFEs entered into by Horizon.
On December 29, 2025, Horizon entered into a SAFE with an existing investor for an aggregate purchase price of $2,000,000.
The DMY Board’s Reasons for the Approval of the Business Combination
As detailed above, the prospectus for the DMY IPO identified the general criteria and guidelines that DMY’s management team believed would be important in evaluating prospective target businesses, although in such prospectus DMY also indicated it may enter into a business combination with a target business that does not meet these criteria and guidelines. Horizon met a number of the criteria and guidelines that were identified in the DMY IPO prospectus, and following due diligence conducted by DMY’s management and its advisors, and following detailed discussions with Horizon, DMY believed Horizon to be an attractive business combination target.
The DMY Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the DMY Board, as a whole, did not consider it practicable to, nor did they attempt to, quantify or otherwise assign relative weights to the specific factors they took into account in reaching their decision. Rather, the DMY Board based its evaluation, negotiation and recommendation of the Business Combination on the totality of the information presented to, and considered by, it. The DMY Board considered all of these factors as a whole and, on balance, concluded that they supported a favorable determination that the Business Combination Agreement and the Business Combination are in the best interests of DMY and its shareholders. The DMY Board evaluated the reasons described below with the assistance of DMY’s outside advisors. Individual members of the DMY Board may have given different weight to different factors. This explanation of the reasons for the DMY Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”
On September 15, 2025, the DMY Board unanimously (i) approved the Business Combination Agreement and related transaction agreements and the transactions contemplated thereby and (ii) determined that the Business Combination is fair to and in the best interests of DMY and the DMY Shareholders. The DMY Board also recommended that the DMY Shareholders approve and adopt the Business Combination Agreement and related transaction agreements and the transactions contemplated thereby and the other proposals to be presented at the Special Meeting.
Before reaching its decision, the DMY Board reviewed the results of the due diligence conducted by DMY’s management, which included:
• meetings with Horizon’s management team to understand and analyze Horizon’s business and prospects;
• legal due diligence;
• selected historical and projected financial and market data ratios for selected publicly traded quantum computing companies;
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• review of Horizon’s unaudited historical financial information; and
• review of the proposed structure of the Business Combination and drafts of definitive documents.
The factors considered by the DMY Board included, but were not limited to, the following (which are not weighted or in any order of significance):
• Multiple Ways to Win. The DMY Board considered that Horizon is developing a hardware-agnostic software platform that bridges the gaps between quantum hardware and applications, and can serve multiple quantum computing modalities. This platform makes quantum computing accessible to virtually any software developer, by removing the need for deep quantum expertise to develop applications and unleashing quantum’s potential.
• Future Business and Financial Condition and Prospects. The DMY Board had knowledge of the quantum computing industry generally. The DMY Board considered Horizon’s current prospects for growth in executing upon and achieving Horizon’s business plan, and noted its innovative technology, its market position within the quantum computing industry, and opportunities for sustained growth, which the DMY Board believe provides Horizon with the opportunity to become an industry leader in quantum computing software. The DMY Board took note of the fact that Horizon is building the software infrastructure to power the development and deployment of applications that use quantum computing, a market which the DMY Board expects to grow rapidly in the coming decade. The DMY Board further considered the demand for Horizon’s Triple Alpha software. The DMY Board took note of the fact that, as of September 2025, Horizon had received inbound interest in early access requests for Triple Alpha from more than 35 major corporations, 75 universities, 10 quantum software companies, and 10 national labs, government agencies and research organizations. The DMY Board also considered the fact that Horizon had already secured key collaborative relationships with leading hardware providers including Alice & Bob, Oxford Quantum Circuits Ltd., QuEra Computing Inc., and Rigetti Computing, Inc.. The DMY Board also discussed Horizon’s two primary paths to revenue: usage-based pricing on deployed applications and software licensing for on-premises deployment. The DMY Board believes these complementary revenue streams will form a hybrid business model (combining recurring cloud usage fees and longer-term enterprise subscription licensing) that will position Horizon to capitalize on the expected growth of the quantum computing market.
• Strong Management. The DMY Board considered the fact that Horizon is led by Dr. Joseph Fitzsimons, who is a pioneer in the quantum computing field. Prior to founding Horizon in 2018, Dr. Fitzsimons was a tenured professor at the Singapore University of Technology and Design where he led the Quantum Information and Theory group, was a principal investigator at the Centre for Quantum Technologies, contributing to both theoretical computer science and physics through his research, and co-invented the universal blind quantum computing which has since become recognized as an important enabling technology for securing cloud-based quantum computing. The DMY Board also considered the fact that Dr. Si-Hui Tan, the Chief Science Officer of Horizon, has been an active researcher in the quantum information science field for over 18 years and has published in top physics journals and presented at industry conferences. The DMY Board further considered the fact that Horizon had recently engaged Gregory Gould as its Chief Financial Officer. Mr. Gould has more than 35 years of experience in finance, technology, and operations, spanning leadership roles in both public and private companies.
• Significant Potential Benefits to Transition to a Public Company. Transitioning to a public company provides significant benefits for Horizon, including additional access to capital as Horizon continues to scale its business and provides brand awareness associated with being a public company.
• Attractive Valuation. The DMY Board believed that the $503 million implied valuation for Horizon relative to current valuations experienced by comparable public companies is favorable for DMY and its shareholders. This determination was based in part on selected historical and projected financial and market data ratios for selected publicly traded quantum computing companies. See “Financial Advisor Reference Materials”.
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In the course of its deliberations, the DMY Board considered a variety of uncertainties, risks and other challenges relevant to the Business Combination, including the below (which are not weighted or in any order of significance):
• The Nascent Stage of the Quantum Computing Industry and Horizon’s Limited Operating History. Evaluating Horizon’s current business and predicting its future performance is difficult based upon limited historical data and inability of the DMY Board to predict the future adoption of quantum computing in line with Horizon’s contemplated business plans. The DMY Board considered that Horizon’s growth and future demand for its products depends upon the adoption by developers and customers of quantum computers. Horizon is still in the technology development phase of its business plan. Its scalable business model has not been formed as of yet and its technology roadmap may not be realized as quickly as hoped, or even at all, and Horizon has not generated significant revenue. No financial projections were provided by Horizon to the DMY Board.
• Readiness to be a Public Company. Neither Holdco nor Horizon have previously been a public company and their management teams have not managed a public company before, Holdco may not have all the different types of employees necessary for it to timely and accurately prepare financial statements and reports for filing with the SEC.
• Benefits Not Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.
• Liquidation of DMY. The risks and costs to DMY if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in DMY being unable to effect a business combination by the end of the Combination Period, and force DMY to liquidate.
• Exclusivity. The fact that the Business Combination Agreement includes a provision that generally restricts DMY from soliciting other business combination proposals, which limits DMY’s ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations. In addition, under the Business Combination Agreement, the DMY Board may not change or withdraw its recommendation to the DMY shareholders to vote in favor of the Business Combination Proposal and any other proposals required to consummate the transactions contemplated by the Business Combination Agreement that are submitted to, and require the vote of, the DMY shareholders, unless the DMY Board determines in good faith, after consultation with its outside legal counsel, that in response to an intervening event, the failure to change such recommendation would be inconsistent with its fiduciary duties under applicable law.
• Financing. The fact that no PIPE Investment or Additional Financing was committed as of the date of the Business Combination Agreement.
• Limitations of Review. The DMY Board considered that they did not obtain a third-party valuation or an opinion from a financial advisor or accounting firm that the consideration to be received by the DMY shareholders is fair to DMY or its shareholders from a financial point of view.
• Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within DMY’s control, including the Minimum Cash Condition, approval by DMY shareholders of the Business Combination and approval by Nasdaq of the initial listing application in connection with the Business Combination.
• Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.
• External Risks. Economic downturns and political and market conditions beyond Horizon’s control could adversely affect its business, financial condition, results of operations and prospects.
• Exchange Listing. The potential inability to list Holdco’s securities on Nasdaq or another national securities exchange in connection with the Closing or to maintain the listing of Holdco’s securities on a national exchange following Closing.
• Fees and Expenses. The fees and expenses associated with completing the Business Combination.
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• Inability to Evolve. Horizon’s growth prospects may suffer if it is unable to develop successful product offerings, if it fails to pursue additional product offerings or if it loses the services of Dr. Fitzsimons or any of its other key executives or other key employees. In addition, if Horizon fails to make the optimal investment decisions in its product offerings and technology platform, it may not attract and retain key customers and its revenue and results of operations may decline.
• Interests of Certain Persons. The DMY Board was aware that the Sponsor and DMY’s officers and directors may have interests in the Business Combination that are in addition to, and that may be different from, the interests of unaffiliated DMY shareholders. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders. Such interests are described in more detail under the caption “The Business Combination — Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination.”
• Public Shareholders Will Have a Minority Ownership Interest in Holdco. The fact that current Public Shareholders will experience immediate dilution as a consequence of the issuance of Holdco Ordinary Shares as consideration in the Business Combination and, as a result, such Public Shareholders will collectively own a minority interest in Holdco after the Closing. As redemptions increase, the overall percentage ownership and voting percentage held by Sponsor, other Holders of Founder Shares, and Horizon Shareholders will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. The PIPE Investment or Additional Financing will further increase dilution to Public Shareholders. Having a minority ownership interest may reduce the influence that current Public Shareholders have on the management of Holdco. For more information, see “The Business Combination — Equity Ownership Upon Closing” and “Dilution”.
• Absence of Possible Structural Protections for Minority Shareholders. The Business Combination does not require approval of a majority of unaffiliated security holders, and the DMY Board did not retain an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Business Combination or to prepare a report concerning the approval of the Business Combination.
• Other Risks. Various other risks associated with the Business Combination, the business of DMY and the business of Horizon described under the section entitled “Risk Factors.”
The DMY Board concluded that the potential benefits that they expect DMY and its shareholders to achieve as a result of the Business Combination outweighed the potential negative factors associated with the Business Combination. Accordingly, the DMY Board unanimously determined that the Business Combination Agreement and the Business Combination were in the best interests of DMY and its shareholders.
Benefits and Detriments of the Business Combination and PIPE Investment
The following describes the potential benefits and detriments to certain groups of stakeholders in connection with the Business Combination and PIPE Investment:
• DMY: The DMY Board determined that the Business Combination presents an attractive business opportunity in light of a variety of factors, including but not limited to its compelling valuation, growth potential and opportunity to achieve market leadership in the quantum software field. The DMY Board also reviewed selected historical and projected financial and market data ratios for selected publicly traded quantum computing companies. The DMY Board also considered the potential detriments of the Business Combination to DMY, including Horizon’s limited operating history, the uncertainty of the potential benefits of the Business Combination being achieved, macroeconomic and sector risks, the absence of possible structural protections for minority shareholders, and the risks and costs to DMY if the Business Combination is not achieved, including the risk that it may result in DMY being unable to complete a business combination and force DMY to liquidate. With respect to the PIPE Investment, the DMY Board considered that the PIPE Investment would provide Holdco with approximately $110 million of additional funding, in addition to amounts retained in the Trust Account and Horizon’s SAFE financing, strengthening Holdco’s balance sheet to support its operations and the execution of its strategy. The PIPE Investment will reduce Holdco’s need to seek additional financing following the Closing, benefiting all stakeholders. The PIPE Investment is expected to be sufficient to satisfy the Minimum Cash Condition. The purchase price for the PIPE
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Shares is equal to the Redemption Price, which may be less than the market price of the DMY Class A Shares at the Closing ($12.45 as of January 28, 2026), which could result in less favorable terms than if the combined company were to raise equity capital following the Closing. This potential detriment is mitigated by the certainty of capital provided by the PIPE Investment and the reduced exposure to market volatility and execution risk that would accompany a post-Closing capital raise. For more information, see “— The DMY Board’s Reasons for the Approval of the Business Combination,” and various risks described under the section entitled “Risk Factors.”
• Sponsor: The Sponsor expects to receive substantial consideration in the Business Combination, including the following securities: (i) 1,163,484 Holdco Class A Ordinary Shares upon the exchange of 1,163,484 Founder Shares, which were initially purchased by the Sponsor prior to the DMY IPO for approximately $0.02 per share, and which will be automatically converted on a one-for-one basis into DMY Class A Shares immediately prior to the SPAC Merger, which will then automatically convert at the effective time of the SPAC Merger into an equal number of Holdco Class A Ordinary Shares, valued at the Redemption Price (estimated to be approximately $11.74 per share, as of December 31, 2025), which is the assumed per share price used in the Business Combination pursuant to the Business Combination Agreement, (ii) 2,884,660 Holdco Private Warrants, and 2,884,660 Holdco Class A Ordinary Shares issuable upon the exercise of such warrants, which were in initially purchased by the Sponsor in a private placement that closed concurrently with the DMY IPO for $1.00 per warrant, which will be assumed by Holdco at the time of the SPAC Merger. The Sponsor will also be entitled to continued indemnification by Holdco and Horizon following the Closing pursuant to the terms of the Sponsor Indemnification Agreement. In connection with the DMY IPO, the Sponsor extended Overfunding Loans to DMY in an aggregate amount of $947,850, equal to $0.15 per DMY Unit sold in the DMY IPO. Additionally, in connection with the Extension of the Combination Period, Mr. You entered into the Extension Note and has made an aggregate of $1,191,667 of Contributions pursuant to the Extension Note as of the date of this proxy statement/prospectus. The Sponsor is also entitled to the repayment of any out-of-pocket expenses, advances or loans made by the Sponsor, of which approximately $2,300,000 is outstanding as of the date of this proxy statement/prospectus, and the payment of $10,000 per month by DMY for providing office space, utilities, secretarial and administrative support services pursuant to the Administrative Services Agreement dated October 4, 2022, by and between DMY and the Sponsor. For more information, see “— Compensation to be Received by the Sponsor and DMY’s Officers and Directors in Connection with the Business Combination.” The Sponsor will only be able to realize a return on its investment in DMY (which may be materially higher than the return realized by Public Shareholders) if DMY completes a business combination. In addition, the Sponsor faces potential detriments from the Business Combination, including the possibility of litigation challenging the Business Combination or the Sponsor’s role in the Business Combination, and the risk that if the Business Combination is not achieved, DMY may be unable to consummate a business combination and be forced to liquidate, resulting in the Sponsor’s investment being worthless. With respect to the PIPE Investment, while the Sponsor did not participate as an investor in the PIPE Investment, all stakeholders are expected to benefit from an interest in a well-capitalized company with a substantial operating runway and a reduced need to seek additional financing following the Closing. However, the Sponsor will experience immediate dilution in connection with the issuance of the PIPE Shares.
• Harry You: In addition to the benefits and detriments set forth above with respect to the Sponsor (which will affect Mr. You, as the controlling person of the Sponsor), Mr. You is expected to be a director of Holdco after the Closing. As such, in the future, Mr. You may receive fees for his service as director, which may consist of cash or stock-based awards, and any other remuneration that the Holdco Board determines to pay to its non-employee directors, including indemnification and directors’ and officers’ liability insurance. Additionally, Harry You entered into a SAFE with Horizon on December 18, 2025, with a face amount of $500,000, which will convert into 49,783 Holdco Class A Ordinary Shares at the Closing, using an Estimated Exchange Ratio of 2.46. If the Business Combination is not completed, then Mr. You would retain an investment in Horizon as a private company.
• DMY Independent Directors: DMY’s directors, other than Harry You, will each receive $100,000 of cash compensation for their services as directors of DMY, payable upon the earlier of the completion of the Business Combination or DMY’s liquidation. None of the funds in the Trust Account will be used to compensate DMY’s directors. Although such directors are entitled to receive such compensation even if DMY does not consummate an initial business combination before the end of the Combination Period and
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liquidates, such persons will not have any claim against the Trust Account for such payments. Accordingly, in the event that DMY liquidates, DMY may be unable to pay such director fees. In addition, the DMY directors face potential detriments from the Business Combination and PIPE Investment, including the possibility of litigation challenging the Business Combination or PIPE Investment or such directors’ roles in the Business Combination and PIPE Investment.
• Horizon Founder: As of January 28, 2026, the Horizon Founder beneficially owned, in the aggregate, 8,108,696 Horizon Shares, or approximately 50.6% of the issued and outstanding Horizon Shares (or 45.8% of the fully-diluted Horizon Shares, assuming the conversion of outstanding SAFEs and the exercise of vested Horizon Options). Upon the Closing, such shares will be converted into the right to receive 19,953,321 Holdco Class B Ordinary Shares. As a holder of Holdco Class B Ordinary Shares, the Horizon Founder will have three votes per share of Holdco Class B Ordinary Shares owned by him as of the Closing. The Horizon Founder is expected to be the only holder of Holdco Class B Ordinary Shares immediately following the Closing. As a result, the Horizon Founder is expected to own approximately 37.3% of the Holdco Ordinary Shares outstanding and approximately 64.1% of the voting power of outstanding Holdco Ordinary Shares. In addition, the Horizon Founder is expected to be the Chief Executive Officer and a director of Holdco after the Closing. As such, in the future, the Horizon Founder may receive such compensation, which may consist of cash or stock-based awards, and any other remuneration that the Holdco Board determines to pay to the Chief Executive Officer, including indemnification and directors’ and officers’ liability insurance. With respect to the PIPE Investment, while the Horizon Founder did not participate as an investor in the PIPE Investment, all stakeholders are expected to benefit from an interest in a well-capitalized company with a substantial operating runway and a reduced need to seek additional financing following the Closing. However, the Horizon Founder will experience immediate dilution in connection with the issuance of the PIPE Shares.
• Horizon: The Horizon Board determined that the Business Combination presents an attractive business opportunity in light of certain factors, including that the Business Combination will expand both the access to capital for Horizon and the range of investors potentially available to Horizon as a public company, and taking into account Horizon’s expected cash resources and need for additional capital to fund its operations. Horizon Shareholders (other than the Horizon Founder and Harry You) are expected to own approximately 37.8% of the Holdco Ordinary Shares outstanding and approximately 21.6% of the voting power of outstanding Holdco Ordinary Shares. The Horizon Board also considered the potential detriments of the Business Combination to Horizon, including the possibility that the Business Combination might not be completed in a timely manner or at all, the uncertainty of the potential benefits of the Business Combination being achieved, the costs involved in connection with completing the Business Combination, and the time and effort of Horizon management required to complete the Business Combination. With respect to the PIPE Investment, the PIPE Investment would provide Holdco with approximately $110 million of additional funding, in addition to amounts retained in the Trust Account and Horizon’s SAFE financing, strengthening Holdco’s balance sheet to support its operations and the execution of its strategy. The PIPE Investment will reduce Holdco’s need to seek additional financing following the Closing, benefiting all stakeholders. The PIPE Investment is expected to be sufficient to satisfy the Minimum Cash Condition. The purchase price for the PIPE Shares is equal to the Redemption Price, which may be less than the market price of the DMY Class A Shares at the Closing ($12.45 as of January 28, 2026), which could result in less favorable terms than if the combined company were to raise equity capital following the Closing. This potential detriment is mitigated by the certainty of capital provided by the PIPE Investment and the reduced exposure to market volatility and execution risk that would accompany a post-Closing capital raise. For more information, see “— Horizon’s Reasons for the Business Combination” and various risks described under the section entitled “Risk Factors.”
• Unaffiliated DMY Public Shareholders: The unaffiliated Public Shareholders have the opportunity to evaluate and consider whether or not to redeem their Public Shares in connection with the consummation of the Business Combination. Non-redeeming Public Shareholders will have the opportunity to participate in the potential future growth of Horizon, but may face a number of potential detriments in connection with their continued investment, including the uncertainties and risks identified by the DMY Board described more fully in “— The DMY Board’s Reasons for Approval of the Business Combination”, the various other risks associated with the Business Combination, the PIPE Investment, the business of DMY and the business of Horizon, as described further under the section entitled “Risk Factors,” the potential conflicts of interest described under “— Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination,” and the potential material dilution they may experience as described more fully in the
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section entitled “Dilution.” Redeeming Public Shareholders have the opportunity to receive their pro rata share of the aggregate amount on deposit in the Trust Account, less taxes paid and payable, calculated as of two business days prior to the consummation of the Business Combination. However, redeeming Public Shareholders face the potential of not realizing any future growth in value of Horizon following the Business Combination.
Financial Advisor Reference Materials
In evaluating whether to approve the Business Combination, the DMY Board considered, among other factors, the reference materials prepared by Needham, DMY’s financial advisor. Pursuant to an engagement letter dated August 14, 2025, DMY engaged Needham to act as financial advisor to DMY in connection with the Business Combination and as DMY’s placement agent in connection with the PIPE Investment.
On September 4, 2025, Needham reviewed its reference materials with the DMY Board and members of DMY’s management. Needham provided its reference materials for the information and assistance of the DMY Board in connection with and for the purpose of the DMY Board’s evaluation of the Business Combination contemplated by the Business Combination Agreement. Needham did not provide any opinion as to the fairness, from a financial point of view, to the holders of DMY capital stock of the Aggregate Amalgamation Consideration to be delivered by Holdco to the holders of equity securities and SAFEs of Horizon in the Business Combination; the Aggregate Amalgamation Consideration was determined through arm’s length negotiations between DMY and Horizon. While Needham provided independent financial advice to the DMY Board during the course of the negotiations between DMY and Horizon, the decision to approve and recommend the Business Combination was made independently by the DMY Board. Needham’s reference materials do not constitute a recommendation to any DMY shareholder as to how that shareholder should vote or act on any matter relating to the Business Combination. Needham did not express any opinion as to the value of Holdco Ordinary Shares or Holdco Warrants when issued pursuant to the Business Combination of the prices at which Holdco Ordinary Shares or Holdco Warrants will actually trade at any time.
In connection with the preparation of its reference materials, Needham assumed and relied on the accuracy and completeness of all of the financial, accounting, legal, tax and other information discussed with or reviewed by it and did not independently verify, nor did Needham assume responsibility for independent verification of, any of that information. Needham did not assume any responsibility for or make or obtain any independent evaluation, appraisal or physical inspection of the assets or liabilities of Horizon. Needham’s reference materials were based on economic, monetary and market conditions as they existed and could be evaluated as of its date. As the DMY Board was aware, Horizon did not provide any financial forecasts to the DMY Board. Accordingly, Needham did not perform a discounted cash flow analysis or any multiples-based analyses with respect to Horizon.
For purposes of the reference materials, and using publicly available information, Needham reviewed selected historical and projected financial and market data ratios for selected publicly traded companies. Although Horizon does not have a direct operating peer in the quantum computing sector, based on its professional judgment, Needham deemed that four publicly traded quantum computing companies were relevant for purposes of its reference materials because they were early stage growth companies developing disruptive quantum technologies. The selected companies consisted of the following:
IonQ, Inc.
Rigetti Computing, Inc.
D-Wave Quantum Inc.
Quantum Computing Inc.
The following quantitative information, to the extent it is based on publicly available information and market data, is, except as otherwise indicated, based on publicly available information and market data as they existed on or prior to September 3, 2025, and is not necessarily indicative of current or future market conditions.
The following table sets forth the following values and multiples for the selected companies:
• enterprise value;
• enterprise value as a multiple of projected calendar year 2025 revenues;
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• enterprise value as a multiple of projected calendar year 2026 revenues;
• enterprise value as a multiple of projected calendar year 2027 revenues;
|
Enterprise |
Enterprise Value/Revenue |
||||||||
|
2025E |
2026E |
2027E |
|||||||
|
Selected Companies |
|
||||||||
|
IonQ, Inc. |
$ |
12,831 |
140.5x |
74.9x |
40.8x |
||||
|
Rigetti Computing, Inc. |
|
4,692 |
570.8x |
221.0x |
124.4x |
||||
|
D-Wave Quantum Inc. |
|
4,653 |
189.5x |
121.6x |
65.6x |
||||
|
Quantum Computing Inc. |
|
2,045 |
4,545.5x |
1,105.7x |
N/A |
||||
|
Mean |
$ |
6,056 |
1,362.8x |
380.8x |
76.9x |
||||
|
Median |
|
4,673 |
382.6x |
171.3x |
65.6x |
||||
In the table immediately above, “N/A” indicates information or sufficient data was unavailable.
The following table sets forth, for the selected companies, consensus research analyst revenue estimates for projected calendar years 2025, 2026 and 2027.
|
Consensus Revenue Estimates (in $M) |
|||||||||
|
2025E |
2026E |
2027E |
|||||||
|
Selected Companies |
|
|
|
||||||
|
IonQ, Inc. |
$ |
91.3 |
$ |
171.3 |
$ |
314.8 |
|||
|
Rigetti Computing, Inc. |
|
8.1 |
|
21.2 |
|
37.7 |
|||
|
D-Wave Quantum Inc. |
|
24.6 |
|
38.3 |
|
71.0 |
|||
|
Quantum Computing Inc. |
|
0.5 |
|
1.9 |
|
N/A |
|||
|
Mean |
$ |
31.1 |
$ |
58.2 |
$ |
141.2 |
|||
|
Median |
|
16.4 |
|
29.8 |
|
71.0 |
|||
The following tables set forth certain historical and projected financial information with respect to those of the selected companies that consummated their initial public offerings through de-SPAC transactions: IonQ, Inc., D-Wave Quantum Inc., and Rigetti Computing, Inc. Needham noted that each of such companies were of modest scale at the time they completed their respective de-SPAC transactions but have since demonstrated significant growth and operational expansion, reflecting substantial advancement in their respective business scale and market presence through September 3, 2025.
Revenue Forecast Based on Consensus Estimates (as of September 3, 2025)
IonQ, Inc.
|
$ in millions |
For the Year Ending December 31, |
||||||||||||||||||||
|
2021A |
2022A |
2023A |
2024A |
2025E |
2026E |
2027E |
|||||||||||||||
|
Total Revenue |
$ |
2.1 |
$ |
11.1 |
$ |
22.0 |
$ |
43.1 |
$ |
91.3 |
$ |
171.3 |
$ |
314.8 |
|||||||
D-Wave Quantum Inc.
|
$ in millions |
For the Year Ending December 31, |
||||||||||||||||||||
|
2021A |
2022A |
2023A |
2024A |
2025E |
2026E |
2027E |
|||||||||||||||
|
Total Revenue |
$ |
6.3 |
$ |
7.2 |
$ |
8.8 |
$ |
8.8 |
$ |
24.6 |
$ |
38.3 |
$ |
71.0 |
|||||||
Rigetti Computing, Inc.
|
$ in millions |
For the Year Ending December 31, |
||||||||||||||||||||
|
2021A |
2022A |
2023A |
2024A |
2025E |
2026E |
2027E |
|||||||||||||||
|
Total Revenue |
$ |
8.2 |
$ |
13.1 |
$ |
12.0 |
$ |
10.8 |
$ |
8.1 |
$ |
21.2 |
$ |
37.7 |
|||||||
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Precedent de-SPAC Case Studies (as of September 3, 2025)
|
$ in billions |
IonQ, Inc. |
D-Wave |
Rigetti |
||||||
|
Enterprise Value at de-SPAC |
$ |
1.4 |
$ |
1.3 |
$ |
1.2 |
|||
|
Enterprise Value at 9/3/2025 |
$ |
12.8 |
$ |
4.7 |
$ |
4.7 |
|||
In reviewing the information in its reference materials, Needham noted that any estimates contained in or underlying the information are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those estimates. Additionally, Needham noted that the reference materials do not purport to be appraisals or necessarily reflect the prices at which businesses or assets may actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the information and estimates in the reference materials are inherently subject to substantial uncertainty. Needham’s reference materials were only one of many factors considered by the DMY Board in its evaluation of the Business Combination and should not be viewed as determinative of the views of the DMY Board or management of DMY with respect to the Aggregate Amalgamation Consideration or the Business Combination.
Certain Engagements in Connection with the Business Combination
Under the terms of Needham’s engagement letter with DMY, if during the term of Needham’s engagement or within 12 months thereafter the Business Combination is consummated and the Minimum Cash Condition is satisfied, DMY has agreed to pay Needham a financial advisory fee of $4,000,000 (the “Transaction Fee”). If the Business Combination is consummated but the Transaction Fee is not earned due to the failure to satisfy the Minimum Cash Condition, at DMY’s sole discretion, DMY may pay to Needham an incentive bonus of up to $4,000,000 upon the Closing. In addition, DMY has agreed to pay Needham a placement fee equal to 5.0% of the gross proceeds of sales of securities in the PIPE Investment, other than with respect to sales to certain excluded investors, including affiliates of the Sponsor and Horizon, for which the placement fee will be 3.0% of the gross proceeds of sales of securities. Additionally, the engagement letter provides that, if Needham renders a fairness opinion in connection with the Business Combination, DMY agreed to pay Needham a fee of $1,000,000 (the “Opinion Fee”), with $400,000 of such Opinion Fee payable upon the initial delivery of such fairness opinion and the remaining $600,000 payable upon the earlier of the consummation or termination of the Business Combination. As of the date of this proxy statement/prospectus, no fairness opinion has been delivered by Needham and, accordingly, no Opinion Fee will be paid. Whether or not the Business Combination or the PIPE Investment is consummated, DMY has agreed to reimburse Needham for certain of its out-of-pocket expenses and to indemnify Needham and related persons against various liabilities, including certain liabilities under the federal securities laws. Needham acted as the sole underwriter in the DMY IPO, which closed in October 2022, and received an underwriting discount of $884,660 (before deduction of selling concessions and underwriting expenses) and is also eligible to receive an additional deferred underwriting discount of $2,211,650 that is payable upon completion of the Business Combination.
Needham is a nationally recognized investment banking firm. As part of its investment banking services, Needham is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of securities, private placements and other purposes. Needham believes that it was retained by DMY as DMY’s financial advisor in connection with the Business Combination and placement agent in connection with the PIPE Investment based on Needham’s experience as a financial advisor in mergers and acquisitions as well as Needham’s familiarity with the quantum computing industry generally. Needham has not in the past two years provided any investment banking or financial advisory services to DMY unrelated to its current engagement with respect to the proposed Business Combination and PIPE Investment for which it has received or is entitled to receive compensation. Needham has not in the past two years provided investment banking or financial advisory services to Horizon for which it has received or is entitled to receive compensation. In the past two years, Needham has provided investment banking and/or financial advisory services to two entities affiliated with the Sponsor. Needham was engaged to act as financial advisor to the Transaction Committee of the board of directors of Coliseum Acquisition Corp. in connection with the business combination of Rain Enhancement Technologies, Inc., which closed in December 2024, for which services Needham received a fee of $250,000. In addition, Needham acted as an underwriter in the initial public offering of Berto Acquisition Corp., which closed in May 2025, received an underwriting discount of $204,700 and is also eligible to receive a deferred underwriting discount of $5,852,925 that is payable upon completion of an initial business combination. In the past two years, Needham has also provided investment banking and/or financial advisory services to IonQ, Inc., which completed a business combination with a
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special purpose acquisition company sponsored by DMY’s management team, acting as a sales agent in connection with an at-the-market offering in early 2025, for which Needham received commissions aggregating approximately $5,100,000. Needham may in the future provide investment banking and financial advisory services to DMY, Holdco, Horizon, the Sponsor and their respective affiliates unrelated to the Business Combination and the PIPE Investment, for which services Needham would expect to receive compensation. In the normal course of its business, Needham may actively trade the equity securities of DMY for its own account or for the account of its customers or affiliates and, therefore, may at any time hold a long or short position in those securities.
Satisfaction of 80% Test
At the time of the execution of the Business Combination Agreement, DMY’s securities were listed on NYSE American. It is a requirement under NYSE American rules that DMY completes one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of DMY’s signing a definitive agreement in connection with its initial business combination.
As of the date of the execution of the Business Combination Agreement, the balance of funds in the Trust Account was approximately $26.9 million, including $2.2 million of deferred underwriting commissions payable and income earned on the Trust Account. 80% thereof was approximately $21.5 million. Based on the implied pre-money equity value of Horizon of approximately $503 million as of the date of the execution of the Business Combination Agreement, the DMY Board determined that such requirement was met. In light of the financial background and experience of the members of DMY’s management team and the DMY Board, the DMY Board believes that the members of DMY’s management team and the DMY Board are qualified to determine whether the Business Combination meets the 80% test.
Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination
In considering the recommendation of the DMY Board to vote in favor of approval of the Business Combination Proposal, the Advisory Organizational Documents Proposals, and the Adjournment Proposal, shareholders should keep in mind that the Sponsor and DMY’s officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of unaffiliated DMY Shareholders. Further, DMY’s officers and directors have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, which are set forth in more detail in the section titled “Information Related to DMY — Conflicts of Interest”. We believe there were no such opportunities that were not presented as a result of the existing fiduciary or contractual obligations of our officers and directors to other entities. The DMY Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and Business Combination Agreement and in recommending to our shareholders that they vote in favor of the proposals to be presented at the Special Meeting, including the Business Combination Proposal. DMY Shareholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Business Combination Proposal. These interests include, among other things:
• the fact that the Sponsor holds 1,163,484 Founder Shares which were initially purchased for an aggregate of $25,000, and such shares will have a significantly higher value at the time of the Business Combination. At the Closing, the Sponsor will hold an aggregate of 1,163,484 Holdco Class A Ordinary Shares issued upon the conversion of such Founder Shares, which if unrestricted and freely tradeable, would be valued at approximately $14.5 million, based on the $12.45 closing price of the DMY Class A Shares on OTCQB on January 28, 2026. However, given that such Holdco Class A Ordinary Shares will be subject to a lock-up described elsewhere in this proxy statement/prospectus, DMY believes such shares have less value;
• the fact that, as a result of the low purchase price paid for the Founder Shares, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment even at a time when the Holdco Class A Ordinary Shares have lost significant value. Accordingly, the economic interests of the Sponsor diverge from the economic interests of Public Shareholders because the Sponsor will realize a gain on its investment from the completion of any business combination while Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share;
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• the fact that the Sponsor holds 2,884,660 DMY Private Warrants, initially purchased for $1.00 per DMY Private Warrant, or $2,884,660 in the aggregate, in a private placement that occurred simultaneously with the closing of the DMY IPO; such warrants will automatically be assumed by Holdco at the effective time of the SPAC Merger and will become Holdco Private Warrants exercisable for 2,884,660 Holdco Class A Ordinary Shares at an initial exercise price of $11.50 per share. DMY estimates that, at the Closing, if unrestricted and freely tradeable, such Holdco Warrants would be valued at approximately $7.3 million, based on the $2.53 closing price of the DMY Public Warrants on OTCQB on January 28, 2026. However, given that such Holdco Warrants will be subject to a lock-up described elsewhere in this proxy statement/prospectus, DMY believes such warrants have less value;
• the fact that Sponsor has waived its right to redeem any DMY Common Stock held by it in connection with the shareholder vote to approve the Business Combination;
• the fact that, if DMY were to liquidate rather than complete an initial business combination, the Sponsor will lose its entire investment in DMY, which totals approximately $7,349,177 as of the date of this proxy statement/prospectus, comprising the $25,000 purchase price for the Founder Shares, the $2,884,660 purchase price for the DMY Private Warrants purchased by Sponsor in a private placement concurrently with the DMY IPO, the $947,850 Overfunding Loan, an aggregate of $1,191,667 of Contributions for Extensions to the Combination Period, up to $1.5 million of which may be converted into Holdco Private Warrants or repaid in cash at the Closing, and approximately $2,300,000 of other loans, advances, and out-of-pocket expenses. However, if DMY fails to consummate a business combination within the Combination Period and liquidates, such loans will not be converted into warrants and any loans, advances, and out-of-pocket expenses will only be repaid to the extent of any cash outside of the Trust Account. The potential loss of this investment may have incentivized Sponsor and its affiliates to pursue a business combination transaction on unfavorable terms in order to avoid a liquidation;
• the fact that, if the Trust Account is liquidated, including in the event DMY is unable to complete an initial business combination within the Combination Period, the Sponsor has agreed that it will be liable to DMY if and to the extent any claims by a third party for services rendered or products sold to DMY, or a prospective target business with which DMY has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable and up to $100,000 of interest to pay dissolution expenses; provided that such obligation will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (whether or not such waiver is enforceable), any claims by DMY’s independent registered public accounting firm, or any claims under the indemnity of the underwriters of the DMY IPO against certain liabilities, including liabilities under the Securities Act;
• the fact that Harry You, DMY’s Chairman, Chief Executive Officer, and Chief Financial Officer and an affiliate of the Sponsor, is expected to be a director of Holdco after the Closing. As such, in the future, Mr. You may receive fees for his service as a director, which may consist of cash or stock-based awards, and any other remuneration that the Holdco Board determines to pay to its non-employee directors;
• the fact that Harry You entered into a SAFE with Horizon on December 18, 2025, with a face amount of $500,000, which will convert into 49,783 Holdco Class A Ordinary Shares at the Closing, using an Estimated Exchange Ratio of 2.46. If the Business Combination is not completed, then Mr. You would retain an investment in Horizon as a private company;
• the fact that, pursuant to the Registration Rights Agreement, the Sponsor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the Holdco Ordinary Shares and Holdco Warrants held by it following the consummation of the Business Combination. DMY estimates that the Sponsor will hold an aggregate of 1,163,484 Holdco Class A Ordinary Shares, 2,884,660 Holdco Warrants, and 2,884,660 Holdco Class A Ordinary Shares underlying Holdco Warrants subject to registration rights;
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• the fact that each of DMY’s directors, other than Harry You, will receive $100,000 in cash as compensation for director services upon the earlier of the Closing or DMY’s liquidation. Although such directors are entitled to receive such compensation even if DMY does not consummate an initial business combination before the end of the Combination Period and liquidates, such persons will not have any claim against the Trust Account for such payments. Accordingly, in the event that DMY liquidates, DMY may be unable to pay such director fees;
• the fact that Holdco and Horizon agreed to enter into the Sponsor Indemnification Agreement with Sponsor at the Closing, pursuant to which Holdco and Horizon will indemnify, exonerate and hold harmless Sponsor and the Sponsor Indemnified Persons from and against any and all Sponsor Indemnified Liabilities arising out of or relating to any pending or threatened action, cause of action, suit, litigation, investigation, proceeding, inquiry, arbitration or claim against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arise out of or relates to DMY’s operations or conduct of its business, the Business Combination, and/or any claim against the Sponsor and/or a Sponsor Indemnified Person alleging any expressed or implied management, control or endorsement of any activities of DMY, or any express or implied association with Holdco, Horizon, or DMY, or any of their respective affiliates. The Sponsor Indemnification Agreement will not however apply to claims arising primarily out of (a) any breach by such Sponsor Indemnified Person of any other agreement between such Sponsor Indemnified Person, on the one hand, and Horizon, Holdco or DMY or any of their respective subsidiaries, on the other hand, or (b) the willful misconduct, gross negligence or bad faith of such Sponsor Indemnified Person; and
• the continued indemnification of former and current directors and officers of DMY and the Sponsor and the continuation of directors’ and officer’s liability insurance after the Business Combination.
In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Massachusetts law. We believe, however, that there were no such corporate opportunities presented to our directors and officers which were not presented to DMY, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About DMY — Conflicts of Interest.”
Compensation to be Received by the Sponsor and DMY’s Officers and Directors in Connection with the Business Combination
Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor and DMY’s officers and directors in connection with the Business Combination.
|
Securities to be Received |
Other Compensation |
|||
|
The Sponsor |
(i) 1,163,484 Holdco Class A Ordinary Shares upon the exchange of 1,163,484 Founder Shares in the SPAC Merger, which were initially purchased by the Sponsor prior to the DMY IPO for approximately $0.02 per share and (ii) 2,884,660 Holdco Warrants upon the assumption of 2,884,660 DMY Private Warrants, which were initially purchased in a private placement that closed concurrently with the DMY IPO for $1.00 per warrant. |
Reimbursement for the Overfunding Loans in an amount of $947,850, assuming cash repayment of the Overfunding Loans. Pursuant to their terms, the Overfunding Loans may be repaid in cash or converted into DMY Class A Shares at a conversion price of $10.00 per share (or a combination of both) at the Closing, at the Sponsor’s discretion. $10,000 per month through the Closing for office space, utilities, secretarial and administrative support services provided by the Sponsor to members of the DMY management team pursuant to the terms of the Administrative Services Agreement dated October 4, 2022. As of the date of this proxy statement/prospectus, DMY has incurred $280,000 in fees for these services. |
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|
Securities to be Received |
Other Compensation |
|||
|
Indemnification by Holdco and Horizon pursuant to the Sponsor Indemnification Agreement, and coverage under Holdco’s directors’ and officer’s insurance policy pursuant to the terms of the Business Combination Agreement. |
||||
|
Harry You |
See “Sponsor” above. Mr. You may be deemed to control the Sponsor. Additionally, Harry You entered into a SAFE with Horizon on December 18, 2025, with a face amount of $500,000, which will convert into 49,783 Holdco Class A Ordinary Shares at the Closing, using an Estimated Exchange Ratio of 2.46. |
See “Sponsor” above. Mr. You may be deemed to control the Sponsor. Reimbursement for loans, advances, and out-of-pocket expenses: (i) of $1,191,667 of Contributions to the Trust Account in connection with extensions of DMY’s liquidation date as of the date of this proxy statement/prospectus and (ii) approximately $2,300,000 of other loans, advances, or out-of-pocket expenses are outstanding as of the date of this proxy statement/prospectus. Continued indemnification and the continuation of directors’ and officers’ liability insurance after the Business Combination. Fees for service as a post-closing director of Holdco, which may consist of cash or stock-based awards, and any other remuneration that the Holdco Board determines to pay to its non-employee directors, including indemnification and directors’ and officers’ liability insurance. |
||
|
DMY Independent Directors |
None. |
DMY’s directors, other than Harry You, will each receive $100,000 of cash compensation for their services as directors of DMY, payable upon the earlier of the completion of the Business Combination or DMY’s liquidation. None of the funds in the Trust Account will be used to compensate DMY’s directors. Reimbursement for loans and advances to DMY; no such amounts are outstanding as of the date of this proxy statement/prospectus. Reimbursement for out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination; no such amounts are outstanding as of the date of this proxy statement/prospectus. Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination. |
DMY’s independent directors do not hold shares of DMY Common Stock and are not members of the Sponsor. DMY’s independent directors will each receive $100,000 of cash compensation for their service as directors of DMY, payable upon the earlier of the Closing or DMY’s liquidation. None of the funds in the Trust Account will be used to compensate our directors. However, as detailed above, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, as discussed above. The reimbursement of expenses and advances to the Sponsor and DMY’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders.
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Horizon Board’s Reasons for the Business Combination
In the course of reaching its decision to approve the Business Combination, the Horizon Board consulted with Horizon’s senior management and legal counsel and considered a wide variety of factors. Ultimately, the Horizon Board concluded that the Business Combination represented the best option to generate capital resources to support the growth and advancement of Horizon’s business.
Factors the Horizon Board considered included the following (which factors are not necessarily presented in any order of relative importance):
• Expanded Access to Capital. The Business Combination will potentially expand the access to capital and the range of investors available as a public company to support the growth of Horizon’s business, compared to the capital and investors to which Horizon could otherwise gain access if it continued to operate as a privately-held company.
• Value Creation for Existing Shareholders. The Horizon Board’s belief that no alternatives to the Business Combination were reasonably likely to create greater value for Horizon shareholders, after considering the various financing and other strategic options to enhance shareholder value.
• Strategic Growth Drivers. The Horizon Board believed that greater possible strategic growth opportunities may be available to Horizon as a public company following the Business Combination as compared to the prospects of Horizon as a stand-alone entity in the absence of the Business Combination.
• Our Cash Position After the Business Combination. The cash resources of Holdco expected to be available at the Closing assuming the satisfaction of the Minimum Cash Condition through the PIPE Investment and Additional Financing and through amounts released from the Trust Account.
• Creation of Liquidity for our Existing Shareholders. The potential to provide Horizon shareholders with greater liquidity by owning shares in a public company, subject to any applicable trading restrictions.
• Increased Market Awareness of our Brand and Products. The potential benefits from increased public market awareness of Horizon’s anticipated products for purposes of sales and marketing.
• The Horizon Board’s Assessment of the Existing Competition. The competitive nature of the industry in which Horizon operates, including the financial resources available to certain of Horizon’s competitors.
• The Horizon Board’s Existing Fiduciary Duty. The Horizon Board’s fiduciary duties to Horizon shareholders.
• Continued Control by the Horizon Founder. The Horizon Board considered that the Horizon Founder would maintain voting control over Holdco following the Closing as a result of the dual class share structure and the issuance of Holdco Class B Ordinary Shares to the Horizon Founder.
• Horizon’s Executive Management and Personnel. The expectation that Horizon’s current personnel will serve in similar roles at Holdco.
• The Likelihood Holdco will Obtain a Nasdaq Listing. The ability to obtain a Nasdaq listing and comply with Nasdaq listing requirements.
• The Terms of the Business Combination Agreement. The belief that the terms of the Business Combination Agreement, including the Aggregate Amalgamation Consideration to be issued to Horizon Shareholders, the parties’ representations, warranties and covenants and the conditions to their respective obligations, were reasonable in light of the entire transaction.
• The Conditions and Obligations of DMY. The limited number and nature of the conditions of the obligation of DMY to consummate the Business Combination.
• The Timeliness of a Successful Business Combination. The likelihood that the Business Combination will be consummated on a timely basis.
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The Horizon Board also considered a number of uncertainties and risks in its consideration of the Business Combination and the other transactions contemplated by the Business Combination Agreement, including the following:
• Potential Adverse Effects of Public Announcement. The possibility that the Business Combination might not be completed and the potential adverse effect of the public announcement of the Business Combination on the reputation of Horizon and the ability of Horizon to obtain financing in the future in the event the Business Combination is not completed.
• The Risks of DMY’s Board Changing their Recommendation. The possibility that the DMY Board could, under certain circumstances, change its recommendation that DMY Shareholders vote in favor of the Proposals.
• Failure to Complete the Business Combination in a Timely Manner. The risk that the Business Combination might not be consummated in a timely manner or at all, for a variety of reasons, such as the failure of DMY to obtain the DMY Shareholder Approval.
• The Costs Incurred as a Result of Pursuing the Business Combination. The costs involved in connection with completing the Business Combination, the time and effort of Horizon personnel required to complete the Business Combination, the related disruptions or potential disruptions to Horizon’s business operations and future prospects and related administrative challenges associated with combining the companies.
• The Costs Associated with being a Public Company. The additional expenses and obligations to Horizon’s business that may result from being a public company and to which Horizon has not previously been subject.
• Various Other Risks. Various other risks associated with Holdco and the Business Combination, including the risks described in the section of this proxy statement/prospectus titled “Risk Factors.”
The foregoing information is not intended to be exhaustive, but is believed to include a summary of the material factors considered by the Horizon Board in its consideration of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. After conducting an overall analysis of these and other factors, the Horizon Board concluded that the benefits, advantages and opportunities of a potential transaction outweighed the uncertainties and risks described above. Based on this overall analysis of the factors described above, the Horizon Board unanimously approved the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement.
Interests of the Horizon Founder and Horizon’s Directors and Officers in the Business Combination
When you consider the recommendation of the DMY Board in favor of Proposals, you should keep in mind that Horizon’s directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) those of Horizon shareholders and DMY stockholders generally. These interests include, among other things, those listed below:
• Management Following the Business Combination. As described in the section of this proxy statement/prospectus titled “Management of Holdco Following the Business Combination,” Chief Executive Officer and Chairman of Horizon’s Board, Dr. Joseph Fitzsimons, and Chief Financial Officer Gregory Gould are expected to hold these respective positions with Holdco upon the Closing.
• Compensation and Benefits. As described in the section of this proxy statement/prospectus titled “Horizon Executive and Director Compensation,” certain members of the Horizon Board and Horizon’s executive officers are entitled to or are expected to receive, compensation and benefits in connection with their service to Horizon and Holdco.
• Limitations of Liability, Indemnification and Insurance. The Horizon Constitution contains and the Holdco A&R Constitution will contain indemnification obligations pursuant to which Horizon’s directors and executive officers are indemnified against all costs, charges, losses, expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were agents of Horizon. Horizon believes that the Horizon Constitution and Holdco A&R
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Constitution provisions are necessary to attract and retain qualified persons as directors and officers. For a discussion of the indemnification and insurance provisions related to Horizon directors and officers under the Business Combination Agreement, please see the section of this proxy statement/prospectus titled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Directors’ and Officers’ Indemnification and Insurance.”
• Ownership Interests. As of January 28, 2026, the Horizon Founder beneficially owned, in the aggregate, 8,108,696 Horizon Shares, or approximately 50.6% of the issued and outstanding Horizon Shares (or 45.8% of the fully-diluted Horizon Shares, assuming the conversion of outstanding SAFEs and the exercise of vested Horizon Options). The Horizon Founder will be issued 19,953,321 Holdco Class B Ordinary Shares upon the Closing, each with the right to three (3) votes per share. Upon the closing of the Business Combination, the Horizon Founder will control approximately 64.1% of the aggregate voting power of Holdco.
Anticipated Accounting Treatment for the Business Combination
The Business Combination is anticipated to be accounted for as a reorganization and recapitalization transaction in accordance with U.S. GAAP. Under this method of accounting, DMY will be treated as the “acquired” company and Horizon will be treated as the “accounting acquirer” for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Horizon issuing Horizon Ordinary Shares at the Closing for the net assets of DMY, accompanied by a recapitalization as of the Closing Date. The net assets of DMY will be stated at historical cost, with no goodwill or other intangible assets recorded. As a result, any transaction costs incurred to effect the recapitalization represent costs related to issuing equity and raising capital and are recognized as a reduction to the total amount of equity raised rather than an expense recorded as incurred. Operations prior to the Business Combination will be those of Horizon.
Horizon has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
• Horizon’s shareholders will hold a majority of the voting power of the combined company under all redemption scenarios;
• Horizon’s operations will substantially comprise the ongoing operations of the combined company;
• Horizon’s shareholders will have the ability to nominate the majority of the members of the board of directors of the combined company, and
• Horizon’s senior management will comprise the senior management of the combined company.
The Business Combination Agreement
This subsection of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination.
The Business Combination Agreement contains representations, warranties and covenants that the respective parties thereto made to each other as of the date of the Business Combination Agreement and/or other specific dates. The assertions and obligations embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the underlying disclosure schedules of Horizon (the “Horizon Disclosure Schedules”) and the disclosure schedules of DMY (the “DMY Disclosure Schedules” and, jointly with the Horizon Disclosure Schedules, the “Disclosure Schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this
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proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about the DMY, Horizon, or any other matter.
General
Structure of the Business Combination
Pursuant to the Business Combination Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, the following will occur: (i) the amalgamation of Merger Sub 1 and Horizon, with Horizon surviving as the amalgamated company and a wholly-owned subsidiary of Holdco, and (ii) the merger of Merger Sub 2 with and into and DMY, with DMY surviving the merger so that, immediately following the Closing, each of Horizon and DMY will be a wholly-owned subsidiary of Holdco.
The Business Combination ascribes a $503 million value to Horizon and is structured as follows:
(a) Holdco will convert from a Singapore private company limited by shares to a Singapore public company limited by shares and, in connection therewith, will file with ACRA adopt the Holdco A&R Constitution. Upon such conversion, Holdco will be known as “Horizon Quantum Holdings Ltd.”
(b) No later than one business day prior to the effective time of the Amalgamation, the Horizon Preference Share Conversion will occur. Following the Horizon Preference Share Conversion, all of the Horizon Preference Shares shall no longer be outstanding and shall cease to exist, no payment or distribution shall be made with respect thereto and each holder of Horizon Preference Shares shall thereafter cease to have any rights with respect to such securities.
(c) On the Closing Date, at the effective time of the Amalgamation, Merger Sub 1 and Horizon will amalgamate and continue as one company, with Horizon being the surviving company of the Amalgamation under the existing name of Horizon and as a direct, wholly-owned subsidiary of Holdco (the “First Surviving Company”).
(d) On the Closing Date, after the effective time of the Amalgamation, immediately prior to the effective time of the SPAC Merger:
i. DMY will cause each Public Share that a Public Shareholder has validly submitted for redemption and not withdrawn to be redeemed for cash;
ii. The Class B Share Conversion will automatically occur; and
iii. The Unit Separation will automatically occur.
(e) On the Closing Date, at the effective time of the SPAC Merger, Merger Sub 2 will merge with and into DMY, and the separate existence of Merger Sub 2 will cease, with DMY being the surviving company of the SPAC Merger and as a wholly-owned subsidiary of Holdco (the “Second Surviving Company”).
Transfer Restrictions
In connection with the Closing, pursuant to the Business Combination Agreement, the Lock-Up Securityholders will enter into the Lock-Up Agreement with Holdco, pursuant to which the Lock-Up Shares will be subject to lock-up during the Shares Lock-Up Period and the Holdco Warrants and underlying Holdco Ordinary Shares will be subject to lock-up during the Warrants Lock-Up Period. For more information, see “The Business Combination — Ancillary Agreements — Lock-Up Agreement”.
Closing and Effective Time of the Business Combination
The Closing will take place by exchange of signature pages by email or other electronic transmission (a) as promptly as practicable and in any event no later than the third business day after the conditions to Closing have been satisfied, or if permissible, waived by the party entitled to the benefit of the same (other than those conditions which by their terms are required to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) or (b) at such other date and time as Horizon and DMY mutually agree.
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Representations and Warranties
Representations and Warranties of Horizon
The Business Combination Agreement contains representations and warranties made by Horizon to DMY relating to a number of matters pertaining to Horizon and its subsidiaries, including the following, in each case subject to certain specified exceptions or qualifications set forth in the Business Combination Agreement:
• corporate organization, qualification to do business, good standing and corporate power of Horizon;
• capitalization of Horizon;
• subsidiaries of Horizon;
• due authorization to enter into the Business Combination Agreement and the Ancillary Agreements and to consummate the transactions contemplated thereby;
• absence of conflicts with organizational documents, applicable laws or certain agreements and instruments and the absence of liens as a result of entering into the Business Combination Agreement or the Ancillary Agreements or consummating the transactions contemplated thereby;
• governmental and regulatory consents required in connection with the execution of the Business Combination Agreement or the Ancillary Agreements or the consummation of the transactions contemplated thereby;
• litigation matters;
• broker’s and finder’s fees related to the transactions contemplated in the Business Combination Agreement or the Ancillary Agreements;
• financial statements of Horizon;
• absence of undisclosed liabilities;
• absence of any changes constituting a material adverse effect;
• matters relating to real property, personal property and assets of Horizon and its subsidiaries;
• material contracts;
• compliance with applicable law and possession of licenses and permits required to conduct the business being conducted by Horizon and its subsidiaries;
• tax matters;
• matters relating to intellectual property and information technology systems;
• employee and employment matters (including employee benefits) of Horizon;
• labor matters and employee relations;
• Horizon’s compliance with anti-corruption laws, sanctions laws, export control laws, and international trade control laws of various jurisdictions;
• compliance with environmental laws;
• matters relating to insurance;
• matters relating Horizon’s top vendors and suppliers; and
• accuracy of the information provided by Horizon for inclusion in this proxy statement/prospectus.
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Representations and Warranties of Holdco and Merger Subs
The Business Combination Agreement contains representations and warranties made by Holdco and Merger Subs to DMY relating to a number of matters pertaining to Holdco and Merger Subs, including the following, in each case subject to certain specified exceptions or qualifications set forth in the Business Combination Agreement:
• corporate organization, qualification to do business, good standing and corporate power of Holdco and Merger Subs;
• capitalization of Holdco and Merge Subs;
• due authorization to enter into the Business Combination Agreement and the Ancillary Agreements and to consummate the transactions contemplated thereby;
• governmental and regulatory consents required in connection with the execution of the Business Combination Agreement or the Ancillary Agreements or the consummation of the transactions contemplated thereby;
• litigation matters;
• broker’s and finder’s fees related to the transactions contemplated in the Business Combination Agreement or the Ancillary Agreements; and
• accuracy of the information provided by Holdco and Merger Subs for inclusion in this proxy statement/prospectus.
Representations and Warranties of DMY
The Business Combination Agreement contains representations and warranties made by DMY to Holdco and Horizon relating to a number of matters pertaining to DMY, including the following, in each case subject to certain specified exceptions or qualifications set forth in the Business Combination Agreement:
• corporate organization, qualification to do business, good standing and corporate power of DMY;
• capitalization of DMY;
• compliance of SEC filings with applicable laws and SEC rules and requirements;
• balance in the Trust Account, arrangements and contracts pertaining to the Trust Account, and effects of the Business Combination on the Trust Account;
• absence of an employee benefit plan;
• absence of any changes constituting a material adverse effect;
• compliance with applicable laws;
• tax matters;
• DMY’s compliance with anti-corruption laws, sanctions laws, export control laws, and international trade control laws of various jurisdictions;
• absence of indebtedness;
• due authorization to enter into the Business Combination Agreement and the Ancillary Agreements and to consummate the transactions contemplated thereby;
• absence of conflicts with organizational documents, applicable laws or certain agreements and instruments and the absence of liens as a result of entering into the Business Combination Agreement or the Ancillary Agreements or consummating the transactions contemplated thereby;
• governmental and regulatory consents required in connection with the execution of the Business Combination Agreement or the Ancillary Agreements or the consummation of the transactions contemplated thereby;
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• litigation matters;
• broker’s and finder’s fees related to the transactions contemplated in the Business Combination Agreement or the Ancillary Agreements;
• absence of liabilities;
• material contracts;
• the listing of DMY’s securities on NYSE American;
• that DMY is not an “investment company” within the meaning of the Investment Company Act; and
• accuracy of the information provided by DMY for inclusion in this proxy statement/prospectus.
Covenants and Agreements
Conduct of Business during the Interim Period
Each of the parties to the Business Combination Agreement has agreed that, from the date of the Business Combination Agreement until the earlier of (1) the date the Business Combination Agreement is terminated and (2) the Closing (such period, the “Interim Period”), it will conduct and operate its business in the ordinary course of business consistent with past practices and to use its commercially reasonable efforts to preserve intact its business operations, goodwill, and business relationships with its employees, lessors, licensors, suppliers, distributors, vendors, customers, and other third parties.
In addition, the parties agreed that, except as required by law, as expressly contemplated by the Business Combination Agreement or the Ancillary Agreements, as consented to in writing by DMY (with respect to Horizon, Holdco or either Merger Sub) or Horizon (with respect to DMY) (which consent may not be unreasonably withheld, conditioned or delayed), or as disclosed in the disclosure schedules, the parties will not, and will cause their respective subsidiaries not to, do any of the following:
(i) amend or propose to amend its Organizational Documents;
(ii) form any subsidiaries, or be acquired by any other person;
(iii) change its principal place of business or jurisdiction of organization or enter into any new line of business;
(iv) (A) adjust, split, combine, subdivide or reclassify any of its shares or other equity interests, (B) amend any term, right or obligation with respect to any outstanding shares or other equity interests, (C) change or agree to change in any manner the rights of its shares or other equity interests or (D) propose, adopt or effect any plan, or engage in, any reorganization, reclassification, liquidation, dissolution or similar transaction;
(v) declare, set aside, make or pay, or promise to make or pay, any dividend or other distribution (whether payable in cash, shares, property, a combination thereof or otherwise) in respect of, or enter into any contract with respect to the voting of, any of its equity interests;
(vi) amend or modify, or waive any rights under, or consent to the termination of, or otherwise compromise in any way or relinquish any material right under, (A) with respect to Horizon, any material contract or (B) with respect to DMY, the Trust Agreement, except in connection with the Extension (in each case of clauses (A) and (B), other than ministerial changes that do not have an economic impact);
(vii) (A) abandon, cancel, fail to maintain, allow to lapse, fail to prosecute or defend any intellectual property (other than intellectual property that Horizon determines in its reasonable business judgment is immaterial to the business of Horizon); (B) sell, assign, transfer, lease, license, sublicense, convey, covenant not to assert, pledge, grant any security interest in, or otherwise encumber or dispose of any intellectual property (other than non-exclusive licenses granted to customers or service providers in the ordinary course of business); (C) disclose any trade secret; or (D) subject any owned software to copyleft terms;
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(viii) sell, issue, redeem, acquire, assign, transfer, pledge, convey, repurchase or otherwise dispose of any equity interests, other than (i) with respect to DMY, redemptions in accordance with the DMY shareholder redemption rights and (ii) with respect to Horizon, repurchases from Horizon employees and investors holding less than 5% of the fully-diluted company capitalization (excluding any outstanding SAFEs) calculated as of the date of the Business Combination Agreement, in the aggregate, 2% of the fully-diluted company capitalization (excluding any outstanding SAFEs) calculated as of the date of the Business Combination Agreement;
(ix) delay, accelerate or cancel, or waive any material right with respect to, any receivables or indebtedness owed to such party, as applicable, or write off or make reserves against the same;
(x) sell, assign, transfer, lease, license, sublicense or make any other disposition of (whether by way of merger, consolidation, sale of shares or assets or otherwise) or pledge, encumber or otherwise subject to any lien, any of its material tangible or intangible properties or assets;
(xi) solely with respect to Horizon, make any capital expenditures in excess of $500,000 individually, or $1,000,000 in the aggregate;
(xii) delay or accelerate any accounts payable;
(xiii) institute, waive, release, settle or compromise, or agree to settle or compromise, any action (A) in each case in excess of $100,000 (exclusive of any amounts covered by insurance) (B) involving any liability of Horizon or any of its subsidiaries or its or their directors, officers, employees or agents (in their capacities as such) or (C) that imposes injunctive or any other non-monetary or equitable relief on such party;
(xiv) (A) acquire or agree to acquire in any manner, including by way of merger, consolidation, amalgamation, scheme or similar transaction, or purchase of any shares or assets or otherwise, any person or any business, material assets, business organization or division thereof, or (B) make any loans, advances, or capital contributions to, or investments in, any person;
(xv) solely with respect to Horizon, except as required by any company benefit plan in effect as of the date of the Business Combination Agreement, (A) grant any severance, retention, change in control or termination or similar pay, (B) terminate, adopt, enter into or materially amend or grant any new awards under any company benefit plan or any plan, policy, practice, program, agreement or other arrangement that would be deemed a company benefit plan as of the date of the Business Combination Agreement, (C) increase the cash compensation, severance, termination or bonus opportunity of any employee, officer, director or other individual service provider, (D) take any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by Horizon or any of its subsidiaries, (E) hire or engage any new employee or independent contractor if such new employee or independent contractor will receive annual base compensation in excess of $250,000, (F) terminate the employment or engagement, other than for cause, of any employee or independent contractor with an annual compensation in excess of $250,000, (G) make any loan to any present or former employee or other individual service provider of Horizon, other than advancement of expenses in the ordinary course of business consistent with past practices, or (H) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union or labor organization;
(xvi) adopt or change any accounting principles or the methods of applying such principles, except as required under U.S. GAAP or applicable Law;
(xvii) (A) make, change or revoke any material tax election; (B) change any material method of tax accounting; (C) file any amended material tax return; (D) settle any audit or other proceeding related to a material amount of taxes; (E) forego any available material refund of taxes; (F) enter into any tax allocation, indemnity, sharing or similar agreement or any Closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-US law); (G) seek any tax ruling from any governmental entity; (H) initiate or enter into any voluntary disclosure agreement or similar agreement with a taxing authority; or (I) take any action that would change the classification of Horizon for US federal (and any applicable state) tax purposes or liquidate or otherwise dissolve Horizon, in each case, to the extent any such action could be reasonably be expected to adversely affect DMY, any of its subsidiaries, or Horizon;
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(xviii) grant, implement or adopt any retention payments that are contingent on the recipient providing continued services following the Closing or experiencing a termination without cause following the Closing;
(xix) (A) fail to continue to make timely contributions to each employee health and welfare benefit plan in accordance with the terms thereof, or (B) adopt any severance, retention or other employee plan;
(xx) terminate or allow to lapse any insurance policy protecting any of such party’s assets or properties, unless simultaneously with such termination or lapse, a replacement policy underwritten by an insurance company of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the terminated or lapsed policy for substantially similar premiums or less is in full force and effect;
(xxi) amend any lease, sublease, license or concession in a manner that would materially modify the rights or obligations of the parties to such lease, sublease, license or concession;
(xxii) solely with respect to Horizon, fail to take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of the business, including to obtain or maintain all necessary permits or fail to comply in material respects with all applicable laws; and
(xxiii) agree to or authorize, or commit to agree to or authorize (in writing or otherwise) any of the foregoing.
In addition, during the Interim Period, Horizon will, as promptly as reasonably practicable, inform DMY of the entry into any contract that, if in effect as the date of the Business Combination Agreement, would constitute a material contract.
Following the execution of the Business Combination Agreement, Horizon has granted an additional 579,764 of Horizon Options, resulting in a total of 2,431,474 Horizon Options outstanding as of the date of Amendment No. 1. These Horizon Options were granted to new employees of Horizon, including Greg Gould, the Chief Financial Officer of Horizon, with the consent of DMY pursuant to the terms of the Business Combination Agreement.
Access to Information
During the Interim Period, each party will provide the other parties and its officers, directors, affiliates, employees and representatives, upon reasonable notice and reasonable access during normal business hours to the books and records of or relating to the other parties and to the officers, employees and representatives of the other parties; provided, however, that the parties may withhold any document or information where disclosure of such document or information would reasonably be expected to: (i) jeopardize attorney-client privilege; (ii) contravene any laws; or (iii) cause a violation of any legally binding obligation with a third party with respect to confidentiality, non-disclosure or privacy.
Efforts to Consummate the Business Combination
Each of the parties agreed to use its respective reasonable best efforts, to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable under the Business Combination Agreement and applicable laws to consummate the Business Combination as promptly as practicable, including: (i) the obtaining of all necessary actions or nonactions, licenses, permits, orders, notifications, clearances, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from governmental entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid any action, injunction or proceeding by, any governmental entity, including in connection with any regulatory law; (ii) the defending of any actions challenging the Business Combination Agreement or the consummation of the Business Combination; and (iii) the execution and delivery of any notification or additional instruments necessary to consummate the Business Combination Agreement and the Business Combination.
Confidentiality
Except as set forth in the Business Combination Agreement, during the Interim Period, and, in the event that the Business Combination Agreement is terminated, for a period of two years after such termination, Horizon, Holdco, and the Merger Subs, on the one hand, and DMY, on the other hand, will hold and will cause their respective affiliates
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and representatives to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of applicable law, all documents and information concerning the other party furnished to it by such other party or its representatives in connection with the transactions (the “Confidential Information”) (except to the extent that such information can be shown to have been (a) previously known by the party to which it was furnished, (b) in the public domain through no fault of such party or (c) later lawfully acquired from another source, which source is not the agent of the other party and is not under any obligation of confidentiality with respect to such information); and no party will release or disclose Confidential Information to any other person, except its representatives in connection with the Business Combination Agreement. In the event that any party believes that it is required to disclose any such Confidential Information pursuant to applicable law, to the extent legally permissible, such party must give timely written notice to the other party so that such party may have an opportunity to obtain a protective order or other appropriate relief. Each party will be deemed to have satisfied its obligations to hold Confidential Information concerning or supplied by the other party if it exercises the same care as it takes to preserve confidentiality for its own similar information.
Control of Operations
Without in any way limiting any party’s rights or obligations under the Business Combination Agreement, the parties agreed that nothing contained in the Business Combination Agreement will give (a) DMY, directly or indirectly, the right to control or direct Horizon’s operations prior to the Closing, or (b) Horizon, Holdco or the Merger Subs, directly or indirectly, the right to control or direct DMY’s operations prior to the Closing.
Trust Account
Upon satisfaction or waiver of the conditions to Closing set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) and provision of notice thereof to the Trustee, in accordance with, subject to and pursuant to the Trust Agreement and the DMY Organizational Documents, at the Closing, DMY (a) will cause the documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (b) shall instruct the Trustee to distribute the Trust Account as follows: (i) to the public shareholders of DMY holding the DMY Public Shares sold in the DMY IPO who shall have previously validly elected to exercise DMY shareholder redemption rights pursuant to the DMY Organizational Documents, (ii) for any transaction expenses to be paid and/or reimbursed in accordance with the Business Combination Agreement, and (iii) to Holdco to the extent any funds remain in the Trust Account after the payments made in the foregoing sections (i) and (ii), and (c) immediately thereafter, the Trust Account shall terminate, except as otherwise provided in the Trust Agreement.
Exclusivity
During the Interim Period, none of Horizon, Holdco, or the Merger Subs will (or permit any of their respective subsidiaries or representatives to) (i) encourage, facilitate, solicit, initiate, engage or participate in any discussions or negotiations with any person concerning, any Alternative Transaction (as defined below), (ii) take any other action intended or designed to facilitate the efforts of any person relating to a possible Alternative Transaction, including furnishing any information relating to Horizon, Holdco, or the Merger Subs or any of their respective assets or businesses, or affording access to the assets, business, properties, books or records of Horizon, Holdco, or the Merger Subs to any person for the purpose of facilitating an Alternative Transaction, or (iii) approve, recommend, endorse or enter into any Alternative Transaction or any contract related to any Alternative Transaction or publicly announce an intention to enter into an Alternative Transaction. For purposes of the Business Combination Agreement, the term “Alternative Transaction” means any of the following transactions (in a single transaction or series of transactions) involving Horizon, any of its subsidiaries, Holdco or either of the Merger Subs, other than the Transactions: (A) any direct or indirect merger, consolidation, share exchange, business combination, reconsolidation, recapitalization, reorganization, liquidation, dissolution, or other similar transaction, (B) any direct or indirect sale, lease, license, exchange, transfer, option or other disposition of (x) all or a material portion of the assets or properties of Horizon and any of its subsidiaries, taken as a whole, or (y) any class or series of the shares or other equity interests of Horizon, any of its subsidiaries, Holdco or either of the Merger Subs, or (C) any initial public offering or direct listing on any stock exchange. Immediately following the execution of the Business Combination Agreement, each of Horizon, Holdco and the Merger Subs will, and will cause their respective subsidiaries and its and their respective representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any person with respect to any Alternative Transaction. Horizon shall promptly (but in
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any event within forty-eight (48) hours) notify DMY if Horizon, any of its subsidiaries, Holdco, either of the Merger Subs or any of its or their representatives receive any offer or proposal for, or any solicitation to discuss or negotiate, an Alternative Transaction, including the materials terms and conditions thereof (including any changes thereto) and the identity of the person making such offer, proposal or solicitation. Horizon shall thereafter keep DMY informed on a reasonably current basis of material developments with respect to any such offer, proposal or solicitation.
During the Interim Period, DMY will not (and will cause its representatives not to) (i) encourage, facilitate, solicit, initiate, engage, participate in any discussions or negotiations with any Person concerning, any Alternative SPAC Transaction, (ii) take any other action intended or designed to facilitate the efforts of any person relating to a possible Alternative DMY Transaction (as defined below), including furnishing any information relating to DMY or any of its assets or business, or affording access to the assets, business, properties, books or records of DMY to any person for the purpose of facilitating an Alternative DMY Transaction, or (iii) approve, recommend, endorse or enter into any Alternative DMY Transaction or any contract related to any Alternative DMY Transaction or publicly announce an intention to enter into an Alternative DMY Transaction. For purposes of the Business Combination Agreement, the term “Alternative DMY Transaction” means any Business Combination involving DMY, other than the Transactions. DMY will, and will cause its Affiliates and its and their respective representatives to, immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any person (other than Horizon, Holdco, the Merger Subs and their respective Affiliates and representatives) with respect to any Alternative DMY Transaction. DMY will promptly (but in any event within (48) forty-eight hours) notify Horizon, orally and in writing, if DMY or any of its representatives receives any offer or proposal for, or any solicitation to discuss or negotiate, an Alternative DMY Transaction, including the materials terms and conditions thereof (including any changes thereto) and the identity of the person making such offer, proposal or solicitation. DMY shall thereafter keep Horizon informed on a reasonably current basis of material developments with respect to any such offer, proposal or solicitation.
Directors’ and Officers’ Indemnification and Insurance
All rights to indemnification, exculpation and advancement existing in favor of the current or former directors, officers, employees and agents of any of Horizon, DMY, and each person who served at the request of Horizon or DMY as a director, officer, member, manager, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (the “D&O Indemnified Persons”), as provided in the Organizational Documents of Horizon or DMY, as applicable, or in any indemnification agreement or arrangement of Horizon or DMY, as applicable, in effect on the date of the Business Combination Agreement, in each instance, with respect to matters occurring prior to or at the Closing, will survive the consummation of the Transactions and will continue in full force and effect. Additionally, Holdco, Horizon and its or their affiliates agreed to perform and discharge their respective obligations to provide such indemnity and exculpation from and after the Closing for a period of six years or until the settlement or final adjudication of any action commenced during such period. The Holdco A&R Constitution will contain provisions with respect to indemnification, exculpation and advancement of the D&O Indemnified Persons no less favorable to the D&O Indemnified Persons than set forth in the Organizational Documents of Horizon, on the one hand, or DMY, on the other hand, as in effect on the date of the Business Combination Agreement, which provisions will not be amended, repealed or otherwise modified after the Closing in any manner that would be reasonably expected to adversely affect the rights of any D&O Indemnified Person thereunder except as is required under applicable law. From and after the Closing, Holdco will, and will cause Horizon and its affiliates to honor, in accordance with their respective terms, each of the covenants contained in this section.
At or prior to the Closing, Holdco will obtain directors’ and officers’ liability insurance for Holdco, the First Surviving Company, and the Second Surviving Company that will be effective as of Closing and will cover those persons who were directors and officers of Horizon prior to the Closing and those persons who will be the directors and officers of Holdco and its subsidiaries at and after the Closing on terms not less favorable than the better of (x) the terms of the current directors’ and officers’ liability insurance in place for Horizon’s directors and officers and (y) the terms of a typical directors’ and officers’ liability insurance policy for a company whose equity is listed on the Stock Exchange, which policy has a scope and amount of coverage that is reasonably appropriate for a company of similar characteristics (including the line of business and revenues) as Horizon (the “Closing D&O Policy”).
At or prior to the Closing, Holdco will purchase, a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “SPAC D&O Tail”) in respect of acts or omissions occurring prior to the effective time of the SPAC Merger covering (i) each such person that is currently covered by DMY’s directors’ and officers’ liability insurance policies
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and (ii) the Sponsor, each on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of the Business Combination Agreement for the six-year period following the Closing; provided that in no event shall Holdco be required to expend on the premium thereof in excess of 350% of the aggregate annual premiums currently payable by DMY with respect to such current policies (the “Premium Cap”); provided, further, that if such minimum coverage under any such SPAC D&O Tail is or becomes not available at the Premium Cap, then any such SPAC D&O Tail shall contain the maximum coverage available at the Premium Cap. Holdco will, and will cause the First Surviving Company to, maintain the SPAC D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by Holdco or the First Surviving Company, as applicable.
At or prior to the Closing, Horizon may, at its sole discretion, purchase, at its expense, a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “Horizon D&O Tail”) in respect of acts or omissions occurring prior to the effective time of the Amalgamation covering each such person that is currently covered by Horizon’s directors’ and officers’ liability insurance policies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of the Business Combination Agreement for the six-year period following the Closing. Holdco will, and will cause the Second Surviving Company to, maintain the Horizon D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Second Surviving Company.
On the Closing Date, Holdco will enter into customary indemnification agreements reasonably satisfactory to each Horizon, DMY, and Holdco with the respective directors and officers of Holdco, which indemnification agreements shall continue to be effective following the Closing. At the effective time of the SPAC Merger, the First Surviving Company will assume all rights and obligations of DMY under all indemnification agreements in effect as of the date of the Business Combination Agreement or immediately prior to the SPAC Merger between DMY and any person who is or was a director or officer of DMY prior to the effective time of the SPAC Merger and that have been made available to Horizon prior to the date of the Business Combination Agreement, which indemnification agreements will continue to be effective following the Closing.
If Holdco, the First Surviving Company or the Second Surviving Company or any of their respective successors or assigns (i) will consolidate with or merge into any other person and will not be the continuing or surviving company, corporation or entity of such consolidation or merger or (ii) will transfer all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions will be made so that the successors and assigns of Holdco, the First Surviving Company or the Second Surviving Company, as applicable, shall assume all of the obligations set forth in this section.
The provisions of this section will survive the Closing and are (i) intended to be for the benefit of, and will be enforceable by, each D&O Indemnified Person, and each D&O Indemnified Person’s heirs, legatees, representatives, successors and assigns, and shall be binding on all successors and assigns of Holdco, the First Surviving Company, and the Second Surviving Company, and may not be terminated or amended in any manner adverse to such D&O Indemnified Person without such D&O Indemnified Person’s prior written consent and (ii) in addition to, and not in substitution for, any other rights to indemnification, exculpation, advancement or contribution that any such person may have by contract or otherwise.
Expenses
All costs and expenses incurred in connection with the Business Combination Agreement, the Ancillary Agreements and the Transactions will be paid as follows: (a) in the case of Transaction Expenses related to regulatory or governmental approvals, antitrust review, and the Registration Statement and Proxy Statement, including filing fees and printer expenses, equally by DMY and Horizon, (b) for all other Horizon Transaction Expenses, by Horizon, and (c) for all other DMY Transaction Expenses, by DMY; provided, that, in the event that the Closing is consummated, at the Closing, all Transaction Expenses shall be paid and/or reimbursed by or on behalf of Holdco by wire transfer of immediately available funds and shall be included in the schedule of wire transfers for the Closing on the Closing Date, from Aggregate Closing Cash, and to the extent such funds are exhausted, will be paid by Holdco in the same manner and pursuant to the same timing.
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Notice of Certain Events
During the Interim Period, each of Horizon (on behalf of itself, Holdco and the Merger Subs) and DMY will promptly notify each other of:
(a) any notice or other communication from any person alleging or raising the possibility that the consent of such person is or may be required in connection with the Transactions or that the Transactions might give rise to any action or other rights by or on behalf of such person or result in the loss of any rights or privileges of Horizon or DMY (or Holdco, post-Closing) to any such person or create any lien on any of Horizon’s, DMY’s, or Holdco’s assets;
(b) any notice or other communication from any governmental entity in connection with the Transactions;
(c) any actions commenced (or to such party’s knowledge threatened) against, relating to or involving or otherwise affecting such party (including such party’s shareholders, equity interests, assets, business) or that relate to the consummation of the Transactions;
(d) the occurrence of any fact or circumstance which constitutes or results in, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and
(e) any inaccuracy of any representation or warranty of such party contained in the Business Combination Agreement at any time during the term hereof, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any of the conditions to obligations to close not to be satisfied.
No notice pursuant to this section will affect any representation or warranty in the Business Combination Agreement of any party, or any condition to the obligations of any party. Each of Horizon and DMY will cooperate with the other and use reasonable best efforts in the defense or settlement of any action relating to the Transactions which is brought or threatened in writing against (a) DMY, any of its subsidiaries and/or any of their respective directors or officers, or (b) Horizon, Holdco, the Merger Subs, any of their respective subsidiaries and/or any of their respective directors or officers. Such cooperation between the parties will include (i) keeping the other party reasonably and promptly informed of any developments in connection with any such action, and (ii) utilizing counsel reasonably agreeable to both DMY and Horizon (such agreement to counsel not to be unreasonably withheld, conditioned or delayed) and (iii) refraining from compromising, settling, consenting to any order or entering into any agreement in respect of, any such action without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed).
Public Announcements
DMY, Holdco, and Horizon agreed to cooperate in good faith with respect to the preparation of (i) a press release announcing the execution of the Business Combination Agreement, (ii) a Current Report on Form 8-K to be filed by DMY to report the execution of the Business Combination Agreement (the “Signing 8-K”), (iii) a Current Report on Form 8-K to be filed by DMY to report the Closing (the “Closing 8-K”), and (iv) a Current Report on Form 20-F to be filed by Holdco to report the Closing and to include certain other information required by the Exchange Act (the “Super 20-F”), and will use their respective reasonable efforts to provide the other parties with all information reasonably requested by the other parties and required to be included by SEC guidance in such filings.
Between the date of the Business Combination Agreement and the earlier of the filing of the Super 20-F or the termination of Business Combination Agreement, in connection with the preparation of any press release or other public announcement containing information relating to the Business Combination Agreement, the Transaction, or the business of Horizon, any Current Report on Form 8-K, Report on Form 6-K, or other filings (including the Signing 8-K, Closing 8-K, and Super 20-F), or any other statement, filing, notice or application (including any amendments or supplements thereto) made by or on behalf of DMY on the one hand, or Horizon, Holdco and/or the Merger Subs, on the other hand, to any governmental entity in connection with the Transactions (each, a “Reviewable Document”), each party, as applicable, will (i) seek the prior written consent of Horizon, in the case of DMY, or DMY, in the case of Horizon, Holdco and the Merger Subs, provided, that without such prior written consent, each party will be permitted to issue a press release or other public announcement containing information relating to the Business Combination
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Agreement or the Transactions, and to issue and submit any other Reviewable Document that is substantially consistent with information previously approved pursuant to this section, and (ii) upon request, use its commercially reasonable efforts to furnish Horizon, in the case of DMY, or DMY, in the case of Horizon, Holdco and the Merger Subs, with all information reasonably necessary or advisable in connection with the preparation of such materials, which information provided shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. Without limiting the generality of the foregoing, DMY will use its reasonable best efforts to cooperate with Horizon in connection with the preparation for inclusion in the Super 20-F of pro forma financial statements that comply with SEC guidance, including the requirements of Regulation S-X. Holdco and Horizon will use reasonable best efforts to make the managers, directors, officers and employees of Horizon available to DMY and its counsel in connection with the drafting of the Signing 8-K and Closing 8-K, as reasonably requested by DMY; provided that doing so does not unreasonably interfere with the ongoing operations of Horizon. DMY will use reasonable best efforts to make the managers, directors, officers and employees of DMY available to the Holdco, Horizon and their counsel in connection with the drafting of the Super 20-F, as reasonably requested by Horizon or Holdco; provided that doing so does not unreasonably interfere with the ongoing operations of DMY.
Whenever any event occurs which would reasonably be expected to result in any Reviewable Document containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Horizon or DMY, as the case may be, will promptly inform the other parties of such occurrence and shall use its reasonable best efforts to furnish to the other parties any information reasonably related to such event and any information reasonably necessary or advisable in order to prepare an amendment or supplement to such Reviewable Document in order to correct such untruth or omission.
Holdco Post-Closing Directors and Officers
The parties will take all actions necessary (including, in the case of Holdco, procuring the resignations of the directors of Holdco, as applicable) such that, immediately following the effective time of the Amalgamation, the Holdco Board will consist of directors who shall be mutually selected by Horizon and DMY (not to be unreasonably withheld, conditioned, or delayed); provided, that, the parties agree that (i) Harry You will be a member of the Holdco Board, and if determined to be independent by the Holdco Board, will be named as the initial lead independent director upon the Closing, and (ii) at least a majority of the Holdco Board shall qualify as independent directors under the rules of the Stock Exchange. The officers of Horizon immediately prior to the effective time of the Amalgamation will be the officers of Holdco as of immediately after the effective time of the Amalgamation, until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal.
Holdco Equity Incentive Plan and Holdco ESPP
Prior to the effective date of the Registration Statement, Holdco will adopt a new equity incentive plan in a form to be reasonably agreed upon by DMY and Horizon. The 2026 Plan will have such number of Holdco Class A Ordinary Shares available for issuance equal to 10% of the sum of (x) the Holdco Ordinary Shares to be issued and outstanding immediately after the Closing and (y) the Holdco Ordinary Shares issuable upon conversion, exercise, or exchange of convertible, exercisable, or exchangeable securities outstanding immediately after the Closing, and shall include an “evergreen” provision that will provide for an automatic increase on the first day of each fiscal year of 5% of the number of shares available for issuance under the 2026 Plan. In addition, prior to the effective date of the Registration Statement, Holdco will adopt an employee share purchase plan in a form to be reasonably agreed upon by DMY and Horizon. The ESPP will have such number of Holdco Class A Ordinary Shares available for issuance equal to 1.5% of the sum of (x) the Holdco Ordinary Shares to be issued and outstanding immediately after the Closing and (y) the Holdco Ordinary Shares issuable upon conversion, exercise, or exchange of convertible, exercisable, or exchangeable securities outstanding immediately after the Closing, and shall include an “evergreen” provision that will provide for an automatic increase on the first day of each fiscal year of 1% of the number of shares available for issuance under the ESPP.
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Preparation of Registration Statement; Special Meeting
Each of Holdco, Horizon, and DMY agreed to use its reasonable best efforts to cause this Registration Statement and the proxy statement/prospectus included herein to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Each of Holdco, Horizon, and DMY will furnish all information concerning itself and its subsidiaries, officers, directors, and holders of equity securities as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the proxy statement/prospectus. Promptly after the Registration Statement is declared effective under the Securities Act, DMY will cause the proxy statement/prospectus to be mailed to shareholders of DMY. Holdco shall keep the Registration Statement continually effective until such time as the Holdco Warrants (and their underlying Holdco Class A Ordinary Shares) registered for resale thereon have been included in an effective registration statement on Form F-1 or F-3 for resale by the Sponsor, and the Sponsor is an express third-party beneficiary of this section.
DMY will include provisions in the proxy statement/prospectus and shall take reasonable action related thereto, with respect to (i) approval the Business Combination Proposal, (ii) non-binding advisory approval of the Advisory Organizational Documents Proposals, (iii) the Adjournment Proposal, and (iv) approval of any other proposals reasonably agreed by DMY and Horizon to be necessary or appropriate in connection with the Transactions.
DMY will, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) establish the record date (which record date shall be mutually agreed with Horizon) for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DMY Organizational Documents and the MBCA, (ii) cause the proxy statement/prospectus to be disseminated to shareholders of DMY as of such record date in compliance with applicable law, and (iii) solicit proxies from the holders of DMY Common Stock to vote in favor of each of the Proposals. DMY will, through the DMY Board, include the DMY Board Recommendation in the proxy statement/prospectus. The DMY Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the DMY Board Recommendation (a “SPAC Change in Recommendation”); provided, that if, at any time prior to obtaining the DMY Shareholder Approval, the DMY Board (or any committee or subgroup thereof) determines in good faith, after consultation with its outside legal counsel, that in response to an Intervening Event (as defined in the Business Combination Agreement), the failure to make a SPAC Change in Recommendation would be inconsistent with its fiduciary duties under applicable law, the DMY Board (or any committee or subgroup thereof) may, prior to obtaining the DMY Shareholder Approval, make a SPAC Change in Recommendation; provided further, that, to the fullest extent permitted by applicable law, DMY’s obligations to establish a record date for, duly call, give notice of, convene and hold the Special Meeting shall not be affected by any SPAC Change in Recommendation.
If on a date for which the Special Meeting is scheduled (i) a quorum is not present within 30 minutes of the time appointed for the Special Meeting, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time and place as is determined by the DMY Board and consented to by Horizon (such consent not to be unreasonably withheld, conditioned or delayed) and if a quorum is not present within 30 minutes of the time appointed for the adjourned meeting, then the DMY Shareholders present in person or by proxy shall constitute a quorum; or (ii) a quorum is present and DMY has not received proxies representing a sufficient number of shares of DMY Common Stock to obtain the DMY Shareholder Approval, then the Adjournment Proposal must be approved by a sufficient number of shares of DMY Common Stock.
Amalgamation Documents
As promptly as reasonably practicable following the date of the Business Combination Agreement, Horizon and Merger Sub 1 will jointly take all actions as may be required under the Singapore Companies Act to effect the amalgamation between Horizon and Merger Sub 1. As promptly as practicable following the date of the Business Combination Agreement:
(a) Horizon and Merger Sub 1 will prepare or cause to be prepared (1) the amalgamation proposal as prescribed by Section 215B of the Singapore Companies Act (being the amalgamation proposal which requires the approval by the shareholders of each of Horizon and Merger Sub by special resolution at a general meeting for the purposes of Section 215C of the Singapore Companies Act) (the “Amalgamation Proposal”) and (2) directors’ declarations, statements of material interests of directors, solvency statements, accompanying
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auditors’ reports and such other information or documents relating to the Amalgamation as is or may be required under the Singapore Companies Act, in each case with respect to the Amalgamation (collectively with the Amalgamation Proposal, the “Amalgamation Documents”);
(b) each of Horizon and Merger Sub 1 will contact and engage with its secured creditors (if any) and such other creditors of Horizon as may be agreed between DMY and Horizon (the “Company Creditors”) and use its reasonable best efforts to obtain the written consent of such Company Creditors to the Amalgamation and the Transactions on terms satisfactory to Horizon and DMY, both acting reasonably;
(c) Horizon will (1) deliver the relevant Amalgamation Documents to the Horizon Shareholders in accordance with the Singapore Companies Act, (2) deliver the Amalgamation Proposal to the Company Creditors (if any) in accordance with the Singapore Companies Act, and (3) cause the notice of the Amalgamation to be published in one daily English-language newspaper of general circulation in Singapore in accordance with the Singapore Companies Act; and
(d) each of Horizon and Merger Sub 1 will take all steps necessary to obtain the pre-clearance of the Amalgamation and the Amalgamation Documents by ACRA, and shall provide to DMY reasonable evidence of pre-clearance of the Amalgamation and the Amalgamation Documents by ACRA.
On the Closing Date, Horizon will pay the fee prescribed by ACRA to effect the Amalgamation and file with ACRA the prescribed form relating to the Amalgamation, the Amalgamation Proposal, the required directors’ declarations, the required solvency statements, the required declaration of the directors of each of Horizon and Merger Sub 1 that the Amalgamation has been approved by the shareholders of Horizon and Merger Sub 1, respectively, the required declarations regarding no prejudice to creditors, and the constitution of the First Surviving Company, in each case relating to the Amalgamation and in accordance with the Singapore Companies Act.
Horizon and Merger Sub 1 will, and Horizon will cause each of its subsidiaries to, (i) cause the Amalgamation Documents when delivered to Horizon Shareholders or Company Creditors or filed with ACRA, to comply in all material respects with all laws applicable thereto (including the Singapore Companies Act) and rules and regulations promulgated by ACRA, and (ii) cause the Amalgamation to be declared effective under the Singapore Companies Act as soon as practicable on the Closing Date.
Each of Holdco, Horizon, and Merger Sub 1 will ensure that all of the information supplied by it or on its behalf for inclusion or incorporation by reference in the Amalgamation Documents will, at the time the Amalgamation Documents are dispatched or electronically disseminated to Horizon Shareholders or Company Creditors or filed with ACRA, be true, accurate and not misleading in all material respects.
Company Shareholder Approval
As promptly as practicable after the Registration Statement is declared effective under the Securities Act, Horizon will call and hold a general meeting of the Horizon Shareholders for the purpose of seeking the Horizon Shareholder Approval, or shall seek the Horizon Shareholder Approval by shareholders’ written resolutions in lieu of a meeting, and will include the Horizon Board Recommendation in the materials delivered to the Horizon Shareholders in connection therewith. No later than 21 days after the Amalgamation Documents are delivered to the Horizon Shareholders and Company Creditors and published in a daily English-language newspaper of general circulation in Singapore, in each case in accordance with the Singapore Companies Act, Horizon will deliver to DMY evidence reasonably satisfactory to DMY that the Horizon Shareholder Approval was obtained (x) at a duly called and convened general meeting or (y) by written shareholder resolutions. Neither the Horizon Board, nor any committee thereof, will withhold, withdraw, amend, modify, change, qualify or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to DMY, the Horizon Board Recommendation.
Additional Financial Information
Pursuant to the Business Combination Agreement, Horizon was required to deliver to DMY the audited financial statements of Horizon and its subsidiaries for the twelve month periods ended December 31, 2024 and December 31, 2023 consisting of the audited consolidated balance sheets as of such dates, the audited consolidated income statements for the twelve month periods ended on such dates, and the audited consolidated cash flow statements for the twelve month periods ended on such dates, together with the auditor’s report thereon (the “Company PCAOB Audited
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Financial Statements”) as promptly as practicable following the date of the Business Combination Agreement, and in any event no later than thirty days following such date. Further, Horizon agreed to deliver to DMY Horizon’s consolidated interim financial statements for the six months ended June 30, 2025 no later than September 30, 2025 (the “Company Unaudited Interim Financial Statements”). Horizon has delivered the Company PCAOB Audited Financial Statements and Company Unaudited Interim Financial Statements to DMY. The Company PCAOB Audited Financial Statements and the Company Unaudited Interim Financial Statements are required to be prepared in conformity with U.S. GAAP consistently applied in accordance with the requirements of the Public Company Accounting Oversight Board for public companies.
Additionally, pursuant to the Business Combination Agreement, Holdco was required to deliver to DMY the audited financial statements of Holdco and its subsidiaries as of a date to be determined in Holdco’s reasonable discretion, consisting of the audited consolidated balance sheet as of such date, together with the auditor’s report thereon (the “Holdco PCAOB Audited Financial Statements”) as promptly as practicable following the date of the Business Combination Agreement, and in any event no later than thirty days following such date. Holdco has delivered the Holdco PCAOB Audited Financial Statements to DMY. Further, Holdco agreed to deliver Holdco’s interim financial statements for such periods as required by applicable law or SEC guidance to be included in the Registration Statement (the “Holdco Unaudited Interim Financial Statements” and together with the Company PCAOB Audited Financial Statements, the Company Unaudited Interim Financial Statements, and the Holdco PCAOB Audited Financial Statements, the “Required Financial Statements”). The Holdco PCAOB Audited Financial Statements and the Holdco Unaudited Interim Financial Statements (if any) are required to be prepared in conformity with U.S. GAAP consistently applied in accordance with the requirements of the Public Company Accounting Oversight Board for public companies.
Horizon and Holdco will provide any Company Unaudited Interim Financial Statements and Holdco Unaudited Interim Financial Statements, and Holdco will file a post-effective amendment to the Registration Statement, as necessary to comply with the undertakings in the Registration Statement with respect to the age of financial statements.
During the Interim Period, Horizon will provide DMY with a monthly update of Horizon’s cash position and overall performance relative to any capital expenditure plan previously approved by DMY.
PIPE Investment
During the Interim Period, Holdco, Horizon and DMY agreed to use reasonable best efforts to enter into mutually agreed subscription agreements with accredited investors, pursuant to which such investors will agree, subject to the terms and conditions set forth therein, to subscribe for and purchase, at the Closing, Holdco Class A Ordinary Shares at a purchase price equal to the Redemption Price.
On December 4, 2025, DMY, Holdco, and Horizon entered into PIPE Subscription Agreements with the PIPE Investors, pursuant to which Holdco has agreed to issue and sell, and the PIPE Investors agreed to subscribe for and purchase, an aggregate of $110,412,500 of PIPE Shares, at a per share price equal to the Redemption Price. See “— Ancillary Agreements — PIPE Subscription Agreements” below for more information.
Pursuant to the Business Combination Agreement, each of Holdco, DMY, and Horizon agreed to use its reasonable best efforts (a) to take, or to cause to be taken, all actions required, necessary or that it otherwise deems to be proper or advisable to consummate the transactions contemplated by the PIPE Subscription Agreements on or prior to the Closing on the terms described therein, and (b) to satisfy on a timely basis all conditions and covenants applicable to Holdco, DMY, and Horizon, respectively, in the PIPE Subscription Agreements and otherwise comply with its obligations thereunder and to enforce the rights of Holdco, DMY, and Horizon under the PIPE Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Holdco the applicable purchase price under each PIPE Investor’s applicable PIPE Subscription Agreement in accordance with its terms.
In connection with the PIPE Subscription Agreement, Holdco, DMY, Horizon and IonQ, one of the PIPE Investors, entered into the IonQ Side Letter, which includes, among other things that: (i) IonQ will have a right to select one initial director of Holdco to serve on the Holdco Board after the Closing who shall (i) qualify as an independent director under the rules of the Stock Exchange, (ii) be unaffiliated with IonQ and (iii) be subject to Horizon’s, Holdco’s, and DMY’s approval; (ii) for so long as IonQ holds not less than 5% of Holdco’s outstanding voting securities, IonQ will have the right to nominate one director to serve on the Holdco Board who shall (x) qualify as an independent director under the rules of the Stock Exchange, (y) be unaffiliated with IonQ and (z) be subject to
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Holdco’s approval; (iii) IonQ will enter into a lock-up agreement with Holdco, in substantially the same form as the lock-up agreement included as Annex E to this proxy statement/prospectus, pursuant to which IonQ will agree not to transfer (except for certain permitted transfers as set forth therein) the PIPE Shares until the earlier of 18 months after the closing date and the Shares Lock-Up Period; (iv) the closing of the IonQ PIPE Subscription Agreement will 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; and (v) subject to certain exceptions, for so long as IonQ holds not less than 5% of Holdco’s outstanding voting securities, IonQ shall have a right to be notified of (x) Holdco’s receipt of an offer to acquire 5% or more of its outstanding voting securities or assets and (y) terms of any proposed sale of securities of Holdco in which the aggregate proceeds are expected to equal or exceed $10 million.
Holdco expects to use the proceeds from the PIPE Investment for general corporate purposes, including: (i) to fund operating expenses related to the growth of its business, including for research and development activities, and to support sales and marketing activities, compliance, legal, accounting, facilities and other overhead, and (ii) capital expenditures related to the acquisition of equipment and related components to build its hardware testbed.
Additional Financing
During the Interim Period and upon mutual determination of DMY and Horizon, each of DMY, Horizon, and Holdco may, but shall not be required to, secure at or prior to the Closing one or more financing commitments, which we refer to as the Additional Financing. The Additional Financing may be in the form of: (a) SAFEs or any other form of equity financing of Horizon, which financing closes and is funded to Horizon after the date of the Business Combination Agreement and prior to the Closing, (b) backstops against exercises of DMY Shareholder Redemption Rights or non-redemption agreements, or (c) equity or equity-linked financing of Holdco or DMY, which closes concurrently with the Closing. The PIPE Investment shall not constitute the Additional Financing. In the event that the Additional Financing is structured as a private placement transaction, Horizon and DMY will mutually select and agree upon a proposed list of potential investors for the Additional Financing. The subscription or other agreements relating to the Additional Financing will be in a form and substance mutually acceptable to the parties, and if DMY is not a party thereto will include DMY as a third-party beneficiary thereto. In furtherance of the foregoing, if the parties mutually determine to seek Additional Financing, the parties will use reasonable best efforts to identify sources of financing for the Additional Financing and to mutually negotiate the underlying subscription, financing and similar agreements and reasonably cooperate in a timely manner in connection with any such efforts, including (x) by providing such information and assistance as the other parties may reasonably request, (y) granting such access to potential investors and their respective representatives as may be reasonably necessary for their due diligence, and (z) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to the Additional Financing. Neither Horizon or Holdco, on the one hand, or DMY, on the other hand, will make or agree to make any amendments, changes, modifications or waivers to any contracts underlying the Additional Financing without the prior written consent of DMY or Horizon, as applicable, which consent may not be unreasonably denied, conditioned, granted or withheld or delayed.
Prior to the execution of the Business Combination Agreement, Horizon entered into SAFE agreements with an aggregate principal amount of $3,000,000. In addition, following the execution of the Business Combination Agreement through the date of this proxy statement/prospectus, Horizon has obtained an additional $4,884,000 of SAFE financing.
Holdco expects to use the proceeds from the Additional Financing for general corporate purposes, including: (i) to fund operating expenses related to the growth of its business, including for research and development activities, and to support sales and marketing activities, compliance, legal, accounting, facilities and other overhead, and (ii) capital expenditures related to the acquisition of equipment and related components to build its hardware testbed.
Stock Exchange Listing
Pursuant to the terms of the Business Combination Agreement, from the date of the Business Combination Agreement through the earlier of a NYSE American Triggering Event or the Closing Date, DMY shall use its reasonable best efforts to ensure that the DMY Public Securities remain listed for trading on NYSE American. In connection with the Closing, DMY will take such actions as are reasonably necessary or advisable to cause the DMY Public Securities to be delisted from the NYSE American, to the extent then applicable, and deregistered under the Exchange Act (or to have its Exchange Act registration be succeeded by Holdco) with such delisting and deregistration effective as soon as practicable following the effective time of the SPAC Merger. From the date of the Business Combination Agreement through the Closing, the parties will use their respective reasonable best efforts to have Holdco’s securities approved for listing on the Stock Exchange.
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The NYSE American Triggering Event occurred on September 29, 2025, when DMY’s securities were delisted from the NYSE American exchange due to DMY’s failure to complete its initial business combination within 36 months of the effectiveness of its initial public offering registration statement. Accordingly, the foregoing covenant in the Business Combination Agreement no longer requires DMY to use its reasonable best efforts to ensure that the DMY Public Securities remain listed for trading on NYSE American.
The DMY Class A Shares and DMY Public Warrants are traded on the OTCQB, and the DMY Units are traded on the OTCID, under the symbols “DMYY”, “DMYYU”, and “DMYYW”, respectively. DMY shareholders should know that there may be a very limited market in which DMY’s securities are traded, the trading price of DMY’s securities may be adversely affected, and the DMY Class A Shares may be deemed to be a “penny stock”. DMY 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. See “Risk Factors — Risks Related to DMY and the Business Combination — DMY’s securities were delisted from trading on the NYSE American exchange and trade on the OTC Markets, which could limit investors’ ability to make transactions in DMY’s securities and subject DMY to additional trading restrictions.”
Conditions to Obligations to Close
Condition to Obligations of Each Party’s to Close
The respective obligations of each party to effect the Transactions will be subject to the satisfaction of all of the following conditions at or prior to the effective time of the Amalgamation, any one or more of which may be waived (where permissible) in writing by both Horizon (on behalf of itself, Holdco, and the Merger Subs) and DMY:
• there will not be in effect any injunction or other order, or law prohibiting, restraining, enjoining, or making illegal the Business Combination;
• the affirmative vote of DMY’s shareholders required to approve the proposals set forth in this proxy statement/prospectus, as determined in accordance with applicable law and the DMY Organizational Documents, must be obtained;
• the affirmative vote of Horizon’s stockholders required to approve the Business Combination, must be obtained;
• this Registration Statement will have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement will have been issued and no proceedings for that purposes shall have been initiated or threatened by the SEC and not withdrawn;
• the Holdco Class A Ordinary Shares will have been approved for listing on the Stock Exchange as of the Closing Date, subject only to official notice of issuance;
• Holdco will have been converted from a Singapore private company to a Singapore public company and in accordance with the Singapore Companies Act; and
• the Holdco A&R Constitution will have been adopted by Holdco and filed with ACRA.
Condition to DMY’s Obligations to Close
DMY’s obligation to effect the Transactions shall be subject to the satisfaction of all the following further conditions at or prior to the effective time of the Amalgamation, any one or more of which may be waived (where permissible) in writing by DMY in its sole and absolute discretion:
• the representations and warranties of Horizon:
• regarding corporate organization, qualification to do business, good standing and corporate power, subsidiaries, due authorization to enter into the Business Combination Agreement and the Ancillary Agreements and to consummate the transactions contemplated thereby, and broker’s and finder’s fees related to the transactions contemplated in the Business Combination Agreement or the Ancillary Agreements will each be true and correct in all material respects as of the date of the Business
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Combination Agreement and as of the Closing, as if made as of such date and time (other than representations and warranties that are expressly made as of a specific date, which representations and warranties shall have been true and correct in all material respects as of such date);
• regarding capitalization will be true and correct in all but de minimis respects as of the date of the Business Combination Agreement and as of the Closing, as if made as of such date and time (other than representations and warranties that are expressly made as of a specific date, which representations and warranties shall have been true and correct in all but de minimis respects as of such date); and
• contained elsewhere in the Business Combination Agreement will be true and correct in all respects as of the date of the Business Combination Agreement and as of the Closing, as if made as of such date and time (other than representations and warranties that are expressly made as of a specific date, which representations and warranties will have been true and correct as of such date) except for breaches or inaccuracies of such representations and warranties that would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
• The representations and warranties of Holdco and each of the Merger Subs:
• regarding corporate organization, qualification to do business, good standing and corporate power, due authorization to enter into the Business Combination Agreement and the Ancillary Agreements and to consummate the transactions contemplated thereby, and broker’s and finder’s fees related to the transactions contemplated in the Business Combination Agreement or the Ancillary Agreements will each be true and correct in all material respects as of the date of the Business Combination Agreement and as of the Closing, as if made as of such date and time (other than representations and warranties that are expressly made as of a specific date, which representations and warranties shall have been true and correct in all material respects as of such date);
• regarding capitalization will be true and correct in all but de minimis respects as of the date of the Business Combination Agreement and as of the Closing, as if made as of such date and time (other than representations and warranties that are expressly made as of a specific date, which representations and warranties shall have been true and correct in all but de minimis respects as of such date); and
• contained elsewhere in the Business Combination Agreement will be true and correct in all respects as of the date of the Business Combination Agreement and as of the Closing, as if made as of such date and time (other than representations and warranties that are expressly made as of a specific date, which representations and warranties shall have been true and correct as of such date) except for breaches or inaccuracies of such representations and warranties that would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
• the covenants and agreements of each of Horizon, Holdco, Merger Sub 1 and Merger Sub 2, respectively, to be performed or complied with by such party on or before the Closing Date in accordance with the Business Combination Agreement will have been duly performed or complied with by such party in all material respects;
• no Material Adverse Effect has occurred that is continuing;
• DMY will have received a certificate, dated as of the Closing Date and signed on behalf of Horizon and Holdco (on behalf of itself and the Merger Subs) by an authorized officer of Horizon and Holdco, respectively, stating that the conditions specified above have been satisfied; and
• the Aggregate Closing Cash shall equal or exceed the sum of (i) Transaction Expenses plus (ii) Requisite Working Capital.
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Conditions to Horizon’s Obligations
The obligations of Horizon to consummate the Transactions shall be subject to the satisfaction of all of the following further conditions at or prior to the effective time of the Amalgamation, any one or more of which may be waived (where permissible) in writing by Horizon in its sole and absolute discretion:
• the representations and warranties of DMY:
• regarding corporate organization, qualification to do business, good standing and corporate power, due authorization to enter into the Business Combination Agreement and the Ancillary Agreements and to consummate the transactions contemplated thereby, absence of conflicts with organizational documents, applicable laws or certain agreements and instruments and the absence of liens as a result of entering into the Business Combination Agreement or the Ancillary Agreements or consummating the transactions contemplated thereby, and broker’s and finder’s fees related to the transactions contemplated in the Business Combination Agreement or the Ancillary Agreements will each be true and correct in all material respects as of the date of the Business Combination Agreement and as of the Closing, as if made as of such date and time (other than representations and warranties that are expressly made as of a specific date, which representations and warranties shall have been true and correct in all material respects as of such date);
• regarding capitalization will be true and correct in all but de minimis respects as of the date of the Business Combination Agreement and as of the Closing, as if made as of such date and time (other than representations and warranties that are expressly made as of a specific date, which representations and warranties shall have been true and correct in all but de minimis respects as of such date); and
• contained elsewhere in the Business Combination Agreement will be true and correct in all respects as of the date of the Business Combination Agreement and as of the Closing, as if made as of such date and time (other than representations and warranties that are expressly made as of a specific date, which representations and warranties shall have been true and correct as of such date) except for breaches or inaccuracies of such representations and warranties that would not have, and would not reasonably be expected to have, individually or in the aggregate, a SPAC Material Adverse Effect.
• the covenants and agreements of DMY to be performed or complied with by DMY on or before the Closing Date in accordance with the Business Combination Agreement will have been duly performed or complied with by DMY in all material respects; and
• Horizon will have received a certificate, dated as of the Closing Date and signed on behalf of DMY by an authorized officer of DMY, stating that the conditions specified above have been satisfied.
Termination
The Business Combination Agreement may be terminated at any time prior to the Closing:
• by the mutual written consent of Horizon and DMY;
• by either Horizon or DMY, if:
• the Closing shall not have occurred on or before December 29, 2025 (the “Outside Date”); provided, that, notwithstanding anything herein to the contrary, if DMY obtains the approval of its shareholders for the Extension, then the Outside Date, automatically and without action on the part of any party, will be extended for an additional period ending on the last date then in effect for DMY to consummate its Business Combination pursuant to the Extension; provided, further, that the right to terminate the Business Combination Agreement under this section will not be available to (1) Horizon, if any of Horizon, Holdco, Merger Sub 1 or Merger Sub 2 has breached any of their respective representations, warranties, covenants or agreements under the Business Combination Agreement and such breach is the primary cause of or has primarily resulted in the failure of the Closing to be consummated on or before such date or (2) DMY, if DMY has breached any of its
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representations, warranties, covenants or agreements under the Business Combination Agreement and such breach is the primary cause of or has primarily resulted in the failure of the Closing to be consummated on or before such date;
• On December 15, 2025, DMY’s shareholders approved an amendment to the DMY Articles to extend the date by which DMY has to consummate its initial business combination from December 29, 2025 to January 29, 2026 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend such date up to five times for an additional one month each time, until up to June 29, 2026. Accordingly, the Outside Date was automatically extended to June 29, 2026.
• any Order or Law permanently restraining, enjoining, prohibiting or making illegal the consummation of the Transactions becomes effective, final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to (1) Horizon, if any of Horizon, Holdco, Merger Sub 1 or Merger Sub 2 has breached any of their respective representations, warranties, covenants or agreements under this Agreement and such breach is the primary cause of or has primarily resulted in such final, non-appealable Order or Law or (2) the SPAC, if the SPAC has breached any of its representations, warranties, covenants or agreements under this Agreement and such breach is the primary cause of or has primarily resulted in such final, non-appealable Order or Law;
• by Horizon or DMY if DMY Shareholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the Special Meeting (subject to any adjournment or postponement thereof) duly convened therefor or at any adjournment thereof;
• by DMY, if the representations and warranties of Horizon, Holdco or either of the Merger Subs shall have failed to be true and correct, or Horizon, Holdco or either of the Merger Subs shall have breached or failed to perform any of their covenants, obligations or other agreements contained in the Business Combination Agreement, where such failure or breach (A) would give rise to the failure of a condition to the obligation to close of either party or DMY and (B) cannot be or has not been cured prior to the earlier of (x) noon (eastern time) on the Business Day prior to the Outside Date and (y) the date that is thirty days after the date that DMY notifies Horizon of such failure or breach; provided, however, that DMY’s right to terminate the Business Combination Agreement under this section will not be available if the representations and warranties of DMY will have failed to be true and correct, or DMY shall have breached or failed to perform any covenant, obligation or other agreement contained in the Business Combination Agreement, where such failure or breach would give rise to the failure of a condition to the obligation to close of either party or Horizon (and DMY shall not have cured such failure or breach);
• by Horizon, if the representations and warranties of DMY shall have failed to be true and correct, or DMY shall have breached or failed to perform any of its covenants, obligations or other agreements contained in the Business Combination Agreement, where such failure or breach (A) would give rise to the failure of a condition to the obligation to close of either party or Horizon and (B) cannot be or has not been cured prior to the earlier of (x) noon (eastern time) on the Business Day prior to the Outside Date and (y) the date that is thirty (30) days after the date that Horizon notifies DMY of such failure or breach; provided, however, that Horizon’s right to terminate the Business Combination Agreement under this section shall not be available if the representations and warranties of Horizon shall have failed to be true and correct, or Horizon, Holdco or the Merger Subs shall have breached or failed to perform any covenant, obligation or other agreement contained in the Business Combination Agreement, where such failure or breach would give rise to the failure of a condition to the obligation to close of either party or DMY (and Horizon, Holdco, or the Merger Subs, shall not have cured such failure or breach); or
• by DMY, if Horizon shall not have obtained the Horizon Shareholder Approval and delivered evidence of the same to DMY by the Horizon Shareholder Approval Deadline.
In the event the Business Combination Agreement is validly terminated, all further obligations of the parties under the Business Combination Agreement will terminate and will be of no further force and effect (except certain obligations related to confidentiality, public announcements, expenses, effects of termination of the Business
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Combination Agreement and general provisions, which shall survive), and no party will have any further liability to any other party except for liability arising out of or incurred as a result of such party’s fraud or willful and material breach of the Business Combination Agreement.
Miscellaneous
No Survival of Representations, Warranties, Covenants and Agreements
Other than claims against a party that committed fraud with respect to the making of its applicable representation and warranty in the Business Combination Agreement, the representations and warranties set forth in the Business Combination Agreement and all covenants that are to be fully performed prior to the Closing will not survive the Closing.
Governing Law; Waiver of Jury Trial; Jurisdiction
The laws of the State of New York will govern all claims or matters related to or arising from the Business Combination Agreement (including any tort or non-contractual claims) and any questions concerning the construction, interpretation, validity and enforceability of the Business Combination Agreement, and the performance of the obligations imposed by the Business Combination Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York; provided, that the consummation and effectiveness of the Amalgamation shall be governed by, and construed in accordance with, the Singapore Companies Act. Each party to the Business Combination Agreement irrevocably waived all rights to trial by jury in any proceeding.
Amendments, Waivers and Remedies
No amendment of any provision of the Business Combination Agreement will be valid unless the same will be in writing and signed by each of the parties to the Business Combination Agreement. Each party may, only by an instrument in writing, waive compliance by any other party with any term or provision of the Business Combination Agreement on the part of such other party to be performed or complied with. The waiver by a party of a breach of any term or provision of the Business Combination Agreement by another party will not be construed as a waiver of any subsequent breach. Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing will constitute a waiver of or prevent any party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a party waives or otherwise affects any obligation of that party or impairs any right of the party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by the Business Combination Agreement. No exercise of any right or remedy with respect to a breach of the Business Combination Agreement will preclude exercise of any other right or remedy, as appropriate to make the aggrieved party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach. Except as otherwise expressly provided by the Business Combination Agreement, any and all remedies provided by the same will be deemed cumulative with and not exclusive of any other remedy conferred, or by law or equity upon any party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy.
Specific Performance
Each party to the Business Combination Agreement agreed that, prior to a valid termination, to prevent breaches or threatened breaches by the parties of any of their respective covenants or obligations set forth in the Business Combination Agreement, including its failure to take all actions required under the express terms of the Business Combination Agreement to consummate the Transactions, and that prior to a valid termination of the Business Combination Agreement, the parties shall be entitled to specific performance of such agreements and covenants in such event and other equitable relief to prevent breaches of the Business Combination Agreement, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties agreed that it will not oppose the granting of any such injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Each party waived any requirement to provide any bond or other security in connection with such order or injunction.
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Ancillary Agreements
DMY Support Agreement
In connection with the execution of the Business Combination Agreement, on September 9, 2025, the Sponsor, entered into the DMY Support Agreement with DMY, Holdco, and Horizon pursuant to which the Sponsor has agreed (and each other Holders of Founder Shares has agreed) (i) to vote, at any meeting of the shareholders of DMY, and in any action by written consent of the shareholders of DMY, all DMY Class A Shares and DMY Class B Shares in favor of the Business Combination Agreement and each other proposal presented by DMY in this proxy statement/prospectus, and against certain competing proposals or competing transactions, and in favor of any proposal sought by DMY to extend the deadline by which DMY must consummate its initial business combination, (ii) to certain non-solicitation limitations with respect to certain competing transactions, (iii) to irrevocably waive, to the fullest extent permitted by law and the DMY Articles, the anti-dilution provisions of the DMY Articles that would have DMY Class B Shares convert to DMY Class A Shares at a ratio of greater than one-for-one, and (iv) to refrain from selling, assigning or transferring any DMY Common Stock except to certain permitted transferees, until the earliest of (A) the effective time of the SPAC Merger, (B) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (C) the liquidation of DMY, (D) the written agreement of each of the terminating Holders of Founder Shares, DMY and Horizon with respect to terminating the rights and obligations under the DMY Support Agreement of a specific Holder of Founder Shares or a subset of Holders of Founder Shares and (E) the written agreement of all Holders of Founder Shares, DMY and Horizon to terminate the DMY Support Agreement in its entirety. Pursuant to the DMY Support Agreement, the Holders of Founder Shares agreed to comply with their non-redemption obligations as specified in the Insider Letter they entered into with DMY in connection with DMY’s IPO. No consideration has been or will be paid by DMY, Holdco, or Horizon to the Sponsor or other Holders of Founder Shares in connection with such agreements. The DMY Support Agreement is attached to the accompanying proxy statement/prospectus as Annex C.
Horizon Support Agreement
In connection with the execution of the Business Combination Agreement, on September 9, 2025, DMY, Holdco, Horizon, and each of the Horizon Shareholders entered into the Horizon Support Agreement. Pursuant to the Horizon Support Agreement, each Horizon Shareholder (a) agreed to vote (whether pursuant to a duly convened meeting of the Horizon Shareholders or to approve by way of a written resolution of the Horizon Shareholders) all Horizon Shares owned by them in favor of approving the Business Combination Agreement, the Ancillary Agreements to which Horizon is or will be a party and the Business Combination and Horizon Preference Share Conversion, (b) agreed to vote in opposition to any Alternative Transaction (as defined below) and any and all other proposals, actions or agreements for the acquisition of Horizon, that would materially impede the Business Combination, or would result in any material change to the present capitalization of Horizon, any amendment to the Horizon Constitution, or Horizon’s corporate structure or business, among other things, (c) agreed that the Amalgamation, Business Combination, and the entry into the Business Combination Agreement and Ancillary Agreements constitute Affirmative Vote Items, and agreed to consent and approve them for all purposes under the existing Shareholders’ Agreement and the Horizon Constitution, and waive all rights they may have under the Shareholders’ Agreement and the Horizon Constitution in relation to the Business Combination (including to the extent any rights of first refusal, tag-along rights, pre-emptive rights or other transfer restrictions may apply), (d) agreed that the Shareholders’ Agreement shall be automatically terminated and of no further force and effect effective as of, and subject to and conditioned upon, the Closing, (e) agreed not to transfer any of its Horizon Shares except to certain permitted transferees prior to the Closing, in each case, on the terms and subject to the conditions set forth in the Horizon Support Agreements, (f) agreed not to raise any right to dissent, right to demand payment or right of appraisal under applicable law, and (g) in the case of holders of Horizon Preference Shares, they have notified Horizon of their election to convert all of the Horizon Preference Shares held by them into Horizon Ordinary Shares on the date that is one business day before the effective time of the Amalgamation. The form of Horizon Support Agreement is attached to the accompanying proxy statement/prospectus as Annex D.
No consideration has been or will be paid by DMY, Horizon, or Holdco to the Horizon Shareholders in connection with such agreements.
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Lock-Up Agreement
In connection with the Closing, pursuant to the Business Combination Agreement, the Lock-Up Securityholders will enter into the Lock-Up Agreement with Holdco, pursuant to which the Lock-Up Shares will be subject to lock-up during the Shares Lock-Up Period and the Holdco Warrants and underlying Holdco Ordinary Shares will be subject to lock-up during the Warrants Lock-Up Period. An aggregate of approximately 41.8 million Lock-up Shares are anticipated to be subject to such transfer restrictions, representing approximately 78.1% of the total issued and outstanding Holdco Ordinary Shares following the Business Combination, assuming the No Additional Redemptions Scenario. An aggregate of 2,884,660 Holdco Warrants, and 2,884,660 Holdco Class A Ordinary Shares issuable upon the exercise of such warrants, are anticipated to be subject to such transfer restrictions, representing approximately 47.7% of the issued and outstanding Holdco Warrants following the Business Combination. The form of Lock-Up Agreement is attached to this proxy statement/prospectus as Annex E.
Set forth below is a tabular presentation of the post-closing lock-ups:
|
Lock-up Party |
Number and Type of Securities |
Lock-Up Term |
Permitted Transferees |
|||
|
Sponsor |
1,163,484 Holdco Class A Ordinary Shares. |
Shares Lock-Up Period(1) |
Permitted Transferees(3) |
|||
|
2,884,660 Holdco Warrants and 2,884,660 Holdco Class A Ordinary Shares underlying such warrants. |
Warrants Lock-Up Period(2) |
|||||
|
Harry You |
See “Sponsor” above. Mr. You may be deemed to control the Sponsor. |
Shares Lock-Up Period(1) |
Permitted Transferees(3) |
|||
|
Also includes 49,783 Holdco Class A Ordinary Shares estimated to be issued to Mr. You upon conversion of $500,000 of SAFEs, using an Estimated Exchange Ratio of 2.46. |
Warrants Lock-Up Period(2) |
|||||
|
Other Holders of Founder Shares |
416,266 Holdco Class A Ordinary Shares. |
Shares Lock-Up Period(1) |
Permitted Transferees(3) |
|||
|
Horizon Shareholders |
40,214,141 Holdco Ordinary Shares, which is determined by reference to the Estimated Exchange Ratio of 2.46 using the assumed Redemption Price of approximately $11.74, the assumed Redemption Price for the Public Shares estimated using an assumed Closing Date of December 31, 2025. |
Shares Lock-Up Period(1) |
Permitted Transferees(3) |
____________
(1) The Lock-Up Period is the period beginning immediately following the Closing Date until the earlier of (i) the date that is 24 months after the Closing Date and (ii) the date on which Holdco completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities, or other property.
(2) The Warrants Lock-Up Period is the period beginning immediately following the Closing Date until the date that is 30 days after the Closing Date.
(3) The lock-up restrictions will not apply to: a transfer (a) to Holdco’s officers or directors, a holder, any officers, directors, managers, members, partners, trustees, or subscribers of a holder or any affiliate of a holder; (b) in the case of an individual, by gift to the individual’s immediate family, a trust whose beneficiary is the individual or his or her immediate family or an affiliate of such person, or a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon the death of the holder; (d) in the case of an individual, by operation of law or pursuant to an order, such as a qualified domestic relations order, divorce decree or separation agreement; (e) in the case of an individual, to a partnership, limited liability company or other entity of which the holder and/or his or her immediate family are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (f) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of the trust; (g) in the case of an entity, by virtue of the laws of the entity’s jurisdiction or the entity’s organizational documents upon dissolution of the entity; (h) transfers of securities acquired in open market transactions, provided that no such transaction is required to be, or is publicly announced (whether on Form 4,
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Form 4, or otherwise, other than a required filing on Schedule 13F, 13D or 13G) during the Shares Lock-Up Period; (i) the exercise of options or warrants to purchase Holdco Ordinary Shares or the vesting of awards of Holdco Ordinary Shares and any related transfer of Holdco Ordinary Shares in connection therewith deemed to occur upon the “cashless” or “net” exercise of such options or warrants or for the purpose of paying the exercise price or paying taxes due as a result of such exercise or vesting, provided that all Holdco Ordinary Shares received upon such exercise, vesting or transfer will be subject to lock-up during the Shares Lock-Up Period; (j) transfers to Holdco pursuant to contractual agreements in effect at Closing that provides for the repurchase by Holdco or forfeiture of Holdco Ordinary Shares or other securities convertible into or exercisable or exchangeable for Holdco Ordinary Shares in connection with the termination of the holder’s service to Holdco; (k) the entry by the holder at any time after the Closing, of any trading plan providing for the sale of Holdco Ordinary Shares by the holder, which trading plan meets the requirements of Rule 10b5-l(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any Holdco Ordinary Shares during the Shares Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Shares Lock-Up Period; and (l) a transfer in connection with liquidation, merger, share exchange or other similar transaction which results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property.
Registration Rights Agreement
In connection with the Closing, Holdco, the Sponsor and certain former Horizon Shareholders will enter into the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, among other things, Holdco will agree that, within 30 calendar days following the Closing Date, Holdco will file with the SEC (at Holdco’s sole cost and expense) the Resale Registration Statement, and Holdco will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no longer holds any Registrable Securities (as defined therein). Additionally, the PIPE Investors have registration rights pursuant to the terms of the PIPE Subscription Agreement.
We estimate that approximately 51.2 million Holdco Class A Ordinary Shares will be subject to registration rights pursuant to the Registration Rights Agreement and PIPE Subscription Agreements immediately following Closing, representing approximately 95.7% of the total issued and outstanding Holdco Class A Ordinary Shares following the Business Combination, assuming the No Additional Redemptions Scenario. The form of Registration Rights Agreement is attached to this proxy statement/prospectus as Annex F.
Warrant Assumption Agreement
In connection with the Closing, pursuant to the Business Combination Agreement, Holdco, DMY and Continental Stock Transfer & Trust Company will enter into the Warrant Assumption Agreement. Pursuant to the Warrant Assumption Agreement, each DMY Warrant outstanding immediately prior to the effective time of the SPAC Merger will cease to be a warrant exercisable for DMY Class A Shares and will be assumed by Holdco and become a Holdco Warrant exercisable for Holdco Class A Ordinary Shares pursuant to the Warrant Assumption Agreement. The form of Warrant Assumption Agreement is attached to this proxy statement/prospectus as Annex G.
Sponsor Indemnification Agreement
In connection with the Closing, pursuant to the Business Combination Agreement, Holdco, Horizon, and Sponsor will enter into the Sponsor Indemnification Agreement whereby Holdco and Horizon will agree to indemnify, exonerate and hold harmless Sponsor and its shareholders, members, directors, managers, and officers (each, a “Sponsor Indemnified Person”) from and against any and all any and all actions, causes of action, suits, claims, proceedings, investigations, liabilities, losses, damages, costs, fees, penalties, awards, settlements, judgments, decrees, amounts paid in settlement or expenses (including interest, assessments and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs of suit) (collectively, the “Sponsor Indemnified Liabilities”) arising out of or relating to any pending or threatened action, cause of action, suit, litigation, investigation, proceeding, inquiry, arbitration or claim against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arise out of or relates to DMY’s operations or conduct of its business, the Business Combination, and/or any claim against the Sponsor and/or a Sponsor Indemnified Person alleging any expressed or implied management, control or endorsement of any activities of DMY, or any express or implied association with Holdco, Horizon, or DMY, or any of their respective affiliates.
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The Sponsor Indemnification Agreement will not however apply to claims arising primarily out of (a) any breach by such Sponsor Indemnified Person of any other agreement between such Sponsor Indemnified Person, on the one hand, and Horizon, Holdco or DMY or any of their respective subsidiaries, on the other hand, or (b) the willful misconduct, gross negligence or bad faith of such Sponsor Indemnified Person. The form of Sponsor Indemnification Agreement is attached to this proxy statement/prospectus as Annex H.
PIPE Subscription Agreements
On December 4, 2025, DMY, Holdco, and Horizon entered into PIPE Subscription Agreements with the PIPE Investors, pursuant to which Holdco has agreed to issue and sell, and the PIPE Investors agreed to subscribe for and purchase, an aggregate of $110,412,500 of PIPE Shares, at a per share price equal to the Redemption Price.
Pursuant to the PIPE Subscription Agreements, Holdco has also agreed to file with the SEC (at Holdco’s sole cost and expense), within 15 business days after the consummation of the PIPE Investment (such deadline subject to extension in the event of SEC closures or the unavailability of required financial statements), a registration statement registering the resale of the PIPE Shares, and to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof.
The PIPE Investment is expected to close substantially concurrently with the closing of the Business Combination, subject to the satisfaction of certain closing conditions, including: (i) that after giving effect to the issuance of the aggregate number of PIPE Shares pursuant to the PIPE Investment and the closing of the Business Combination, no fewer than 10,000,000 Class A Ordinary Shares of the share capital of Holdco shall be issued and outstanding, and all such issued and outstanding shares shall have been issued prior to or contemporaneously with the consummation of the PIPE Investment, (ii) that Holdco’s Class A Ordinary Shares have been approved for listing on the Stock Exchange, (iii) that there shall have been no amendment, modification, or waiver of the Business Combination Agreement that would be reasonably expected to materially and adversely affect the economic benefits that the PIPE Investors would reasonably expect to receive under the PIPE Subscription Agreement, and (iv) the accuracy of the representations and warranties made by the parties, subject to customary bring-down standards, and the material performance by the parties of their covenants, and other customary closing conditions. Conditions (i) through (iii) above are for the benefit of the PIPE Investors and are subject to waiver by each PIPE Investor, individually. Condition (iv) above is for the benefit of both Holdco and PIPE Investors and is subject to waiver by Holdco each respective PIPE Investor.
In connection with its PIPE Subscription Agreement, Holdco, DMY, Horizon and IonQ, one of the PIPE Investors, entered into the IonQ Side Letter, which includes, among other things that: (i) IonQ will have a right to select one initial director of Holdco to serve on the Holdco Board after the Closing who shall (i) qualify as an independent director under the rules of the Stock Exchange, (ii) be unaffiliated with IonQ and (iii) be subject to Horizon’s, Holdco’s, and DMY’s approval; (ii) for so long as IonQ holds not less than 5% of Holdco’s outstanding voting securities, IonQ will have the right to nominate one director to serve on the Holdco Board who shall (x) qualify as an independent director under the rules of the Stock Exchange, (y) be unaffiliated with IonQ and (z) be subject to Holdco’s approval; (iii) IonQ will enter into a lock-up agreement with Holdco, in substantially the same form as the lock-up agreement included as Annex E to this proxy statement/prospectus, pursuant to which IonQ will agree not to transfer (except for certain permitted transfers as set forth therein) the PIPE Shares until the earlier of 18 months after the closing date and the Shares Lock-Up Period; (iv) the closing of the IonQ PIPE Subscription Agreement will 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; and (v) subject to certain exceptions, for so long as IonQ holds not less than 5% of Holdco’s outstanding voting securities, IonQ shall have a right to be notified of (x) Holdco’s receipt of an offer to acquire 5% or more of its outstanding voting securities or assets and (y) terms of any proposed sale of securities of Holdco in which the aggregate proceeds are expected to equal or exceed $10 million.
Regulatory Approvals
Each of DMY and Horizon has agreed to use their respective reasonable best efforts to take all actions to consummate and make effective the transactions contemplated by the Business Combination Agreement in the most expeditious manner practicable and to obtain in the most expeditious manner practicable all actions, waivers, consents, approvals, orders and authorizations necessary to be obtained from any third party or any governmental entity in order to complete the transactions contemplated by the Business Combination Agreement.
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The parties have determined that the Business Combination is not reportable under the HSR Act, and the rules and regulations promulgated thereunder. Thus, the Business Combination is not subject to the termination or expiration of any waiting period under the HSR Act.
Vote Required for Approval
The Closing is conditioned on approval of the Business Combination Proposal. If the Business Combination Proposal is not approved by DMY Shareholders, the Business Combination will not be consummated.
Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of DMY Common Stock at the Special Meeting. Failure to vote by proxy or to vote in person at the Special Meeting or an abstention from voting will have no effect on the outcome of the vote on the Business Combination Proposal.
The Sponsor and other Holders of Founder Shares have agreed to vote any DMY Common Stock owned by them in favor of the Business Combination Proposal. The Sponsor and other Holders of Founder Shares collectively own 1,579,750 shares of DMY Common Stock, or approximately 40.4% of the issued and outstanding DMY Common Stock. Accordingly, we would need only 373,120, or 16.0%, of the 2,325,987 outstanding Public Shares to be voted in favor of the Business Combination Proposal in order to have the Business Combination Proposal approved, assuming all outstanding shares of DMY Common Stock are present and voted at the Special Meeting. If only a minimum quorum of outstanding shares of DMY Common Stock is present at the Special Meeting, then we would not need any Public Shares to be voted in favor of the Business Combination Proposal in order to approve the Business Combination Proposal.
Recommendation of the DMY Board
THE DMY BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.
The existence of financial and personal interests of one or more of DMY’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of DMY and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor and DMY’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination” for a further discussion of these considerations.
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PROPOSAL NO. 2 — THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS
Overview
If the Business Combination Proposal is approved and the Business Combination is consummated, the rights of DMY’s shareholders will no longer be governed by the DMY Articles and DMY Bylaws, under the Massachusetts Business Corporation Act, but instead will be governed by the Holdco A&R Constitution, under the Singapore Companies Act.
DMY’s shareholders are asked to consider and vote upon and to approve, on a non-binding and advisory basis only, seven separate proposals in connection with the replacement of the DMY Articles and DMY Bylaws with the Holdco A&R Constitution. These seven proposals are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions and will be voted upon on a non-binding advisory basis. This separate vote is not otherwise required by Massachusetts or Singapore law, but pursuant to SEC guidance, DMY is required to submit these provisions to its shareholders separately for approval. The shareholder votes regarding these proposals are advisory in nature, and are not binding on DMY, the DMY Board, Horizon, Holdco, or the Holdco Board.
The Holdco A&R Constitution differs materially from the DMY Articles and DMY Bylaws. The following sets forth a summary of the principal changes proposed between the DMY Articles and DMY Bylaws, on the one hand, and Holdco A&R Constitution, on the other hand. This summary is qualified by reference to the complete text of the DMY Articles and DMY Bylaws, which are included as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and, the complete text of the Holdco A&R Constitution, a copy of which is attached to this proxy statement/prospectus as Annex B. All shareholders are encouraged to read the Holdco A&R Constitution in its entirety for a more complete description of their terms. Additionally, as the DMY Articles and DMY Bylaws are governed by the Massachusetts Business Corporation Act and the Holdco Constitution is governed by the Singapore Companies Act, DMY encourages shareholders to carefully consult the information set out under the section of this proxy statement/prospectus entitled “Comparison of Shareholder Rights Under Applicable Corporate Law Before and After Business Combination”.
(a) Advisory Organizational Documents Proposal 2(a) — Change in Authorized Share Capital: to provide advisory approval of the absence of any provisions in the Holdco A&R Constitution relating to a cap on the number of authorized shares of Holdco, and the inclusion of the provision that, subject to the Companies Act 1967 of Singapore and the Holdco A&R Constitution, no shares may be issued by the directors of Holdco without the prior approval of Holdco Shareholders in general meeting, to align with the requirements of Singapore law. DMY is currently authorized to issue 41,000,000 shares, consisting of (a) 40,000,000 shares of DMY Common Stock, including (i) 35,000,000 DMY Class A Shares, and (ii) 5,000,000 Class B Shares, and (b) 1,000,000 shares of DMY Preferred Stock.
(b) Advisory Organizational Documents Proposal 2(b) — Removal of Directors: to provide advisory approval of the inclusion of provisions in the Holdco A&R Constitution providing that Holdco may in a general meeting, subject to any requirements of the Companies Act 1967 of Singapore, by ordinary resolution of which special notice has been given to all shareholders entitled to receive notices, from time to time remove any director before the expiration of their period of office.
(c) Advisory Organizational Documents Proposal 2(c) — Shareholder Right to Call Meetings: to provide advisory approval of the inclusion of provisions in the Holdco A&R Constitution providing that extraordinary general meetings of shareholders may be called by the Holdco Board, and shall also be convened on such requisition by shareholders representing not less than 10% of the total number of paid up shares as of the date of deposit of the requisition carrying the right to vote at a general meeting in accordance with the Companies Act 1967 of Singapore, or in default may be convened by such requisitioning shareholder or shareholders as provided for under the Companies Act 1967 of Singapore.
(d) Advisory Organizational Documents Proposal 2(d) — Quorum: to provide advisory approval of the inclusion of provisions in the Holdco A&R Constitution that provide not less than one-third of the issued Holdco Ordinary Shares present in person or by proxy or attorney as quorum for any meeting of Holdco shareholders.
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(e) Advisory Organizational Documents Proposal 2(e) — Dual Class Share Structure: to provide advisory approval of each outstanding (i) Holdco Class A Ordinary Share being entitled to one (1) vote per share and (ii) Holdco Class B Ordinary Share being entitled to three (3) votes per share.
(f) Advisory Organizational Documents Proposal 2(f) — Declassified Board: to provide advisory approval of the absence of any provisions in the Holdco A&R Constitution that would create a classified board of directors that is currently present in the DMY Charter.
(g) Advisory Organizational Documents Proposal 2(g) — Removal of Blank Check Company Provisions: to provide advisory approval of the absence of certain blank check provisions in the Holdco A&R Constitution that will not be necessary to include in the Holdco A&R Constitution following the consummation of the Business Combination.
Reasons for the Approval of the Advisory Organizational Documents Proposals
Upon the consummation of the Business Combination, Holdco will be a Singapore public limited company. The proposed Holdco A&R Constitution is consistent with Singapore law. Additional reasons for the advisory organizational documents proposals to be voted on by DMY Shareholders are as follows:
Advisory Organization Documents Proposal 2(a): Change in Authorized Share Capital
The principal purpose of this proposal is to provide for adequate capital for future issuances, if determined by the Holdco Board to be in the best interests of Holdco after the Business Combination, and if approved by Holdco Shareholders. Such shares may be used for a variety of purposes, none of which have been determined as of the date of this proxy statement/prospectus, including for financing its business, acquiring other businesses, forming strategic partnerships and alliances, share dividends and share splits and to issue Holdco Class A Ordinary Shares upon exercise of the equity grants made under the 2026 Plan and provide for shares purchasable under the ESPP. Additionally, because Holdco is a Singapore based company, the provisions of the Holdco A&R Constitution are required to conform with Singapore law.
Please see the subsection entitled “Beneficial Ownership” and the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information about the anticipated capitalization of Holdco following the consummation of the Business Combination.
Advisory Organization Documents Proposal 2(b): Removal of Directors
The principal purpose of this proposal is to provide Holdco Shareholders with the ability to remove directors with or without cause with a majority shareholder vote. Currently, DMY directors may only be removed for Cause (as defined in the MBCA) by the affirmative vote of a majority of the shares entitled to vote at an election of directors and only at a shareholder meeting called for the purpose of removing the Director or Directors where the notice of the meeting states that such removal is the purpose or one of the purposes of the meeting.
The DMY Board believes that it is an important shareholder right for Holdco Shareholders and a good corporate governance practice. The DMY Board also believes that this provision will make it more desirable to be a Holdco Shareholder by allowing shareholders to exercise a more active role in the management of Holdco and provide for increased strategic alignment between shareholders and the Holdco Board. Furthermore, because Holdco is a Singapore company, the provisions of the Holdco A&R Constitution are required to conform with Singapore law.
Advisory Organizational Documents Proposal 2(c): Shareholder Right to Call Meetings
The principal purpose of this proposal is to provide that the Holdco Shareholders can requisition general meetings of shareholders, in accordance with Singapore law. The DMY Board believes it is a good corporate governance practice for minority Holdco Shareholders representing not less than 10% of the total number of paid up shares as of the date of deposit of the requisition carrying the right to vote at a general meeting to have the ability, in accordance with Singapore law, to call general meetings of shareholders for the consideration of matters they consider to be of importance.
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Advisory Organizational Documents Proposal 2(d): Quorum
The Holdco A&R Constitution will change the quorum requirement for shareholder meetings from (i) a majority in interest of all DMY Common Stock issued and outstanding and entitled to vote at the meeting to (ii) one-third of the issued Holdco Ordinary Shares present in person or by proxy or attorney.
The principal purpose of this proposal is to allow Holdco to operate with increased flexibility and ensure business operations are not stalled due to difficulties achieving quorum. Additionally, the lower threshold will reduce potential burdens and costs in conducting general and extraordinary general meetings.
Advisory Organizational Documents Proposal 2(e): Dual Class Share Structure
The Holdco Class B Ordinary Shares will be exclusively held by the Horizon Founder to incentivize him to continue to shape the culture, vision and strategic direction of Holdco following the Business Combination. Upon any sale, assignment, transfer, pledge or other disposition of the Holdco Class B Ordinary Shares, whether or not for value and whether or not voluntary or involuntary (with certain customary exceptions described in more detail elsewhere in this proxy statement/prospectus), such Holdco Class B Ordinary Shares will automatically be converted into Holdco Class A Ordinary Shares at an initial conversion rate of one to one, subject to adjustment by the Holdco Board. Additionally, all outstanding Holdco Class B Ordinary Shares will automatically be converted into Holdco Class A Ordinary Shares at an initial conversion rate of one to one, subject to adjustment by the Holdco Board, as follows: (x) at 5:00 p.m., Singapore time, on the first day following the date on which the Horizon Founder is no longer serving as a director or officer of Holdco, (y) the death or incapacity of the Horizon Founder, and (z) such time as the number of outstanding Holdco Class B Ordinary Shares is less than 50% of the total number of Holdco Class B Ordinary Shares outstanding as of immediately following the Amalgamation (as equitably adjusted for share splits, reverse share splits, share dividends, reorganizations, consolidations, exchanges of shares or other similar transactions). The Holdco Class B Ordinary Shares are also convertible into an equal number of Holdco Class A Ordinary Shares at any time at the option of the holder.
Advisory Organization Documents Proposal 2(f): Declassified Board
The principal purpose of this proposal is to declassify the board of directors with the result being that each director will be elected annually to the Holdco Board for a term of one year.
The DMY Board believes that declassifying the board of directors is appropriate because such changes (i) will allow Holdco Shareholders to participate more frequently in the election of directors, (ii) increase director accountability to Holdco Shareholders, as Holdco Shareholders will be able to review each director’s performance with an annual vote, and (iii) allow Holdco Shareholders the ability to influence corporate governance policies and to hold the Holdco Board and management accountable for implementing these policies. The DMY Board also recognizes the importance of annual director elections as a strong corporate governance practice that has become standard for large U.S. public companies and the preferred governance structure for major proxy advisory firms and institutional investors.
Advisory Organizational Documents Proposal 2(g): Removal of Blank Check Company Provisions:
The principal purpose of this proposal is to remove the provisions that relate to the operation of DMY as a blank check company (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time). The DMY Board believes that it is desirable to remove such provisions because they would not be applicable after the Business Combination.
A copy of the Holdco A&R Constitution, as will be in effect upon consummation of the Business Combination and which will be filed with the Accounting and Corporate Regulatory Authority in Singapore, is attached to this proxy statement/prospectus as Annex B.
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Vote Required for Approval
The Closing is not conditioned on approval of the Advisory Organizational Documents Proposals.
Approval of each Advisory Organizational Documents Proposal requires the affirmative vote of a majority of the shares of DMY Common Stock entitled to vote thereon. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Special Meeting and otherwise will have no effect on a particular proposal under Massachusetts law. As described above, the shareholder votes regarding these proposals are advisory in nature, and are not binding on DMY, the DMY Board, Horizon, Holdco or the Holdco Board.
The Sponsor and other Holders of Founder Shares have agreed to vote any DMY Common Stock owned by them in favor of the Advisory Organizational Documents Proposals. The Sponsor and other Holders of Founder Shares collectively own 1,579,750 shares of DMY Common Stock, or approximately 40.4% of the issued and outstanding DMY Common Stock. Accordingly, we would need only 373,120, or 16.0%, of the 2,325,987 outstanding Public Shares to be voted in favor of the Advisory Organizational Documents Proposals in order to have the Advisory Organizational Documents Proposals approved.
Recommendation of the DMY Board
THE DMY BOARD UNANIMOUSLY RECOMMENDS THAT DMY SHAREHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS.
The existence of financial and personal interests of one or more of DMY’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of DMY and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor and DMY’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination” for a further discussion of these considerations.
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PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal allows the DMY Board to submit a proposal to approve the adjournment of the Special Meeting to a later date or dates, if there are not sufficient votes to approve and adopt, or otherwise in connection with, any of the foregoing proposals, or if DMY determines that additional time is needed in order to satisfy one or more of the conditions to Closing, or in connection with a SPAC Change in Recommendation if necessary to provide sufficient time for SPAC Shareholders to consider such SPAC Change in Recommendation. The purpose of the Adjournment Proposal is to permit further solicitation of proxies and votes and to provide additional time for the parties to consummate the Business Combination.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is presented to the Special Meeting and is not approved by DMY’s shareholders, the DMY Board may not be able to adjourn the Special Meeting to a later date or dates, if necessary or desirable. In such events, the Business Combination may not be completed.
Vote Required for Approval
Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of shares of DMY Common Stock at the Special Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Special Meeting and otherwise will have no effect on a particular proposal under Massachusetts law.
The Sponsor and other Holders of Founder Shares have agreed to vote any DMY Common Stock owned by them in favor of the Adjournment Proposal. The Sponsor and other Holders of Founder Shares collectively own 1,579,750 shares of DMY Common Stock, or approximately 40.4% of the issued and outstanding DMY Common Stock. Accordingly, we would need only 373,120, or 16.0%, of the 2,325,987 outstanding Public Shares to be voted in favor of the Adjournment Proposal in order to have the Adjournment Proposal approved, assuming all outstanding shares of DMY Common Stock are present and voted at the Special Meeting. If only a minimum quorum of outstanding shares of DMY Common Stock is present at the Special Meeting, then we would not need any Public Shares to be voted in favor of the Adjournment Proposal in order to approve the Adjournment Proposal.
Recommendation of the DMY Board
THE DMY BOARD UNANIMOUSLY RECOMMENDS THAT DMY SHAREHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.
The existence of financial and personal interests of one or more of DMY’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of DMY and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor and DMY’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and DMY’s Directors and Officers in the Business Combination” for a further discussion of these considerations.
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of certain U.S. federal income tax considerations applicable to (x) U.S. Holders and Non-U.S. Holders (each as defined below, and collectively, “Holders”) of DMY Class A Shares and DMY Public Warrants (each, a “DMY Security”), as the case may be, of (i) their election to have their shares of DMY Class A Shares redeemed for cash in connection with the Business Combination and (ii) the consummation of the Business Combination (including the SPAC Merger) and (y) U.S. Holders of the ownership and disposition of Holdco Class A Ordinary Shares and Public Warrants (each, a “Holdco Security”) after the consummation of the Business Combination. This discussion addresses only those Holders that hold DMY Securities as capital assets for U.S. federal income tax purposes (generally, property held for investment). With respect to the U.S. federal income tax considerations of holding Holdco Securities, this discussion is limited to U.S. Holders who acquire such Holdco Securities in connection with the Business Combination and hold Holdco Securities as capital assets for U.S. federal income tax purposes (generally, property held for investment).
The following does not purport to be a complete analysis of all potential tax effects arising in connection with the consummation of the Business Combination, the redemption of DMY Class A Shares, or the ownership and disposition of Holdco Securities following the consummation of the Business Combination. This summary does not discuss any state, local, or non-U.S. tax considerations, any non-income tax (such as gift or estate tax) considerations, the alternative minimum tax or the Medicare tax on net investment income.
This discussion does not address the U.S. federal income tax consequences to DMY’s founders, the Sponsor or any other sponsors, officers or directors of DMY, the Holders of Founder Shares, or to any holders of DMY Class B Shares, private placement units and/or DMY Private Warrants. In addition, this summary does not address any tax consequences to investors that directly or indirectly hold any Horizon Pre-Closing Financing or equity interests in Horizon prior to the Business Combination, including holders of DMY Securities that also hold, directly or indirectly, any Horizon Pre-Closing Financing or equity interests in Horizon. Moreover, this summary does not discuss all aspects of U.S. federal income taxation that may be relevant to particular investors in light of their particular circumstances, or to investors subject to special rules under U.S. federal income tax laws, such as:
• financial institutions;
• insurance companies;
• mutual funds;
• pension plans;
• entities or arrangements classified as partnerships or pass-through entities for U.S. federal income tax purposes or holders of equity interests therein;
• broker-dealers;
• traders in securities that elect mark-to-market treatment;
• regulated investment companies;
• real estate investment trusts;
• trusts and estates;
• tax-exempt organizations (including private foundations) or governmental organizations;
• investors that hold DMY Securities or who will hold Holdco Class A Ordinary Shares as part of a “straddle,” “wash sale,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale” or other integrated transaction for U.S. federal income tax purposes;
• investors subject to the alternative minimum tax provisions of the U.S. Tax Code;
• investors required for U.S. federal income tax purposes to accelerate the recognition of any item of gross income with respect to DMY Securities or Holdco Securities as a result of such income being recognized on an applicable financial statement;
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• U.S. Holders that have a functional currency other than the U.S. dollar;
• U.S. expatriates;
• investors subject to the U.S. “inversion” rules;
• except as specifically provided below, Holders owning or considered as owning (directly, indirectly, or through attribution) 5 percent (measured by vote or value) or more of DMY’s shares, or, following the Business Combination, Holdco Class A Ordinary Shares; and
• investors who received any of DMY Securities as compensation.
If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds DMY Securities or Holdco Securities, as the case may be, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and the partner and certain determinations made at the partner level. If you are a partner of a partnership holding DMY Securities or Holdco Securities, you are urged to consult your tax advisor regarding the tax consequences to you of a redemption of DMY Class A Shares, the consummation of the Business Combination and/or the ownership and disposition of Holdco Securities by the partnership.
This summary is based upon the U.S. Tax Code, its legislative history, the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the IRS, and judicial decisions, all as currently in effect. All of the foregoing authorities are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described below. None of DMY, Holdco or Horizon have sought, or intend to seek, any rulings from the IRS regarding the matters discussed herein.
For purposes of this discussion, because any DMY Unit consisting of one share of DMY Class A Shares and one-half of a DMY Public Warrant is separable at the option of the holder, the holder of a DMY Unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying DMY Class A Shares and one-half of a DMY Public Warrant components, and the discussion below with respect to actual Holders of DMY Class A Shares and DMY Public Warrants also should apply to holders of DMY Units (as the deemed owners of the underlying DMY Class A Shares and DMY Public Warrants that constitute the DMY Units). Under this treatment, the separation of a DMY Unit in connection with the consummation of the Business Combination generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position. Holders of DMY Class A Shares and DMY Public Warrants are urged to consult their tax advisors concerning the U.S. federal, state, local and any foreign tax consequences of the transactions contemplated by the Business Combination (including any redemption of DMY Class A Shares for cash) with respect to any DMY Class A Shares and DMY Public Warrants held through a DMY Unit (including alternative characterizations of a DMY Unit).
THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BUSINESS COMBINATION AND THE U.S. FEDERAL INCOME TAX TREATMENT TO HOLDERS OF DMY SECURITIES DEPEND IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BUSINESS COMBINATION (INCLUDING THE SPAC MERGER), THE EXERCISE OF REDEMPTION RIGHTS WITH RESPECT TO DMY CLASS A SHARES, AND THE OWNERSHIP AND DISPOSITION OF HOLDCO SECURITIES TO ANY PARTICULAR HOLDER WILL DEPEND ON THE HOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF THE BUSINESS COMBINATION (INCLUDING THE SPAC MERGER), THE EXERCISE OF YOUR REDEMPTION RIGHTS WITH RESPECT TO DMY CLASS A SHARES, AND THE OWNERSHIP AND DISPOSITION OF HOLDCO SECURITIES.
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U.S. Federal Income Tax Treatment of Holdco
Tax Residence of Holdco for U.S. Federal Income Tax Purposes
A corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization and incorporation. Accordingly, under generally applicable U.S. federal income tax rules, Holdco, which is incorporated under the laws of the Republic of Singapore, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the U.S. Tax Code provides an exception to this general rule (more fully discussed below), under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are complex and there is limited guidance regarding their application.
Under Section 7874 of the U.S. Tax Code, a corporation created or organized outside the United States (i.e., a non-U.S. corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, as a U.S. tax resident subject to U.S. federal income tax on its worldwide income) if each of the following three conditions are met: (i) the non-U.S. corporation, directly or indirectly, acquires substantially all of the properties held directly or indirectly by a U.S. corporation (including through the acquisition of all of the outstanding shares of the U.S. corporation); (ii) the non-U.S. corporation’s “expanded affiliate group” does not have “substantial business activities” in the non-U.S. corporation’s country of organization or incorporation and (iii) after the acquisition, the former shareholders of the acquired U.S. corporation hold at least 80% (by either vote or value) of the shares of the non-U.S. acquiring corporation by reason of holding shares in the U.S. acquired corporation (taking into account the receipt of the non-U.S. corporation’s shares in exchange for the U.S. corporation’s shares) as determined for purposes of Section 7874 (this test is referred to as the “ownership test”). The ownership test in clause (iii) above is modified with respect to potential “third-country transactions” such that the ownership test will be met if, after the acquisition, the former shareholders of the acquired U.S. corporation hold at least 60% (by either vote or value) of the shares of the non-U.S. acquiring corporation by reason of holding shares in the U.S. acquired corporation (calculated by excluding from the denominator of the ownership fraction certain shares of the non-U.S. acquiring corporation that otherwise would have been included) (as modified, the “modified ownership test”). Because the Business Combination is a potential third-country transaction, the modified ownership test will apply to determine whether Holdco is treated as a U.S. corporation under Section 7874 of the U.S. Tax Code.
For purposes of Section 7874 of the U.S. Tax Code, the first two conditions described above are expected to be met with respect to the Business Combination because Holdco will acquire indirectly all of the assets of DMY through the SPAC Merger, and Holdco, including its “expanded affiliate group,” is not expected to satisfy the substantial business activities test upon consummation of the Business Combination. As a result, whether Section 7874 will apply to cause Holdco to be treated as a U.S. corporation for U.S. federal income tax purposes following the SPAC Merger should depend on the satisfaction of the modified ownership test.
Based upon the terms of the SPAC Merger, the rules for determining share ownership under Section 7874 of the U.S. Tax Code and the Treasury regulations promulgated thereunder, and certain factual assumptions, DMY and Holdco currently expect that the Section 7874 ownership percentage of the DMY Shareholders in Holdco should be less than 60%. Accordingly, Holdco is not expected to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the U.S. Tax Code. However, the calculations for determining share ownership for purposes of the ownership test under Section 7874 of the U.S. Tax Code are complex, subject to detailed rules and regulations (the application of which is uncertain in various respects and could be impacted by changes to applicable rules and regulations under U.S. federal income tax laws, with possible retroactive effect), and subject to certain factual uncertainties. In addition, whether the modified ownership test has been satisfied must be finally determined after completion of the SPAC Merger, by which time there could be adverse changes to the relevant facts and circumstances. Furthermore, for purposes of determining the ownership percentage of DMY Shareholders for purposes of Section 7874, among other adjustments required to be taken into account, certain redemptions by DMY prior to the SPAC Merger will be ignored, and the relevant redeemed DMY Class A Shares generally will be deemed to have been outstanding immediately prior to the consummation of the SPAC Merger and exchanged for Holdco Class A Ordinary Shares at the effective time of the SPAC Merger. Accordingly, given the inherently factual nature of the analysis, neither DMY nor Holdco has sought a legal opinion from counsel in respect of the potential applicability of Section 7874 to the SPAC Merger, and there can be no assurance that the IRS would not assert a contrary position to those described above or that such an assertion would not be sustained by a court.
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If Holdco were to be treated as a U.S. corporation for U.S. federal income tax purposes, it could be subject to substantial liability for additional U.S. income taxes, and the gross amount of any dividend payments to its non-U.S. investors could be subject to U.S. withholding tax.
The remainder of this discussion assumes that Holdco will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the U.S. Tax Code.
U.S. Holders
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of DMY Securities (and Holdco Securities received in the SPAC Merger in exchange therefor) that is for U.S. federal income tax purposes:
• an individual who is a U.S. citizen or resident of the United States;
• a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
• an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
• a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more United States persons (within the meaning of the U.S. Tax Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person (within the meaning of the U.S. Tax Code).
Tax Consequences to U.S. Holders of Exercising Redemption Rights
The following discussion assumes that any redemption of DMY Class A Shares pursuant to the redemption provisions described in the section entitled “The Special Meeting — Redemption Rights” (a “Redemption”) is treated as a transaction that is separate from the other transactions contemplated by the Business Combination. Such treatment is not free from doubt, particularly if a U.S. Holder elects to redeem some, but not all, of the DMY Class A Shares held by it immediately prior to the Business Combination. See “— Tax Consequences to U.S. Holders of the SPAC Merger” below for more information. U.S. Holders are urged to consult their tax advisor regarding the tax consequences to them of electing to redeem some, but not all of their DMY Class A Shares.
Redemption of DMY Class A Shares
If a U.S. Holder elects to redeem some or all of its DMY Class A Shares in a Redemption, the treatment of the transaction for U.S. federal income tax purposes will generally depend on whether the Redemption qualifies as sale of the DMY Class A Shares under Section 302 of the U.S. Tax Code taxable as described below under the heading “— Taxation of Redemptions Treated as Sale or Exchange of DMY Class A Shares,” or as a distribution as described below under the heading “— Taxation of Redemptions Treated as Distributions.” Generally, whether the Redemption qualifies for sale or distribution treatment will depend largely on the total number of DMY’s shares treated as held by the U.S. Holder (including any shares constructively owned by the U.S. Holder, as described in the following paragraph, including as a result of owning DMY Public Warrants and taking into account any actual and constructive ownership in Holdco Class A Ordinary Shares immediately after the Business Combination) relative to all of DMY’s shares outstanding both before and after such Redemption. A Redemption of DMY Class A Shares generally will be treated as a sale of DMY Class A Shares (rather than as a distribution) if the Redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in DMY or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder.
In determining whether any of the foregoing tests are satisfied, a U.S. Holder generally takes into account not only DMY’s shares actually owned by the U.S. Holder but also DMY’s shares that are constructively owned by it. A U.S. Holder may constructively own, in addition to DMY’s shares owned directly, DMY’s shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any DMY’s shares the U.S. Holder has a right to acquire by exercise of an option, which generally would include DMY Class A Shares which could be acquired by such U.S. Holder pursuant to the exercise of any DMY Public Warrants held by it. In order to meet the substantially disproportionate test, the percentage of DMY’s outstanding voting shares (including Holdco Class A Ordinary Shares immediately after the Business Combination) actually and
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constructively owned by the U.S. Holder immediately following the Redemption of DMY Class A Shares must, among other requirements, be less than 80% of the percentage of DMY’s outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the Redemption (taking into account redemptions by other holders of DMY Class A Shares). There will be a complete termination of a U.S. Holder’s interest if either (i) all of DMY’s shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all of DMY’s shares actually owned by the U.S. Holder are redeemed; the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members; and the U.S. Holder does not constructively own any other shares of DMY’s and certain other requirements are met. A Redemption of the DMY Class A Shares will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in DMY. Whether the Redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in DMY will depend on the particular facts and circumstances. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If none of the foregoing tests are satisfied, then the Redemption of DMY Class A Shares generally will be treated as a distribution and the tax effects to a redeeming U.S. Holder will be as described below under “— Taxation of Redemptions Treated as Distributions.”
U.S. Holders of DMY Class A Shares considering exercising their Redemption rights are urged to consult their tax advisors regarding the tax consequences of a Redemption of any DMY Class A Shares, including whether the Redemption of their DMY Class A Shares would be treated as a sale or as a distribution under the U.S. Tax Code.
Taxation of Redemptions Treated as Sale or Exchange of DMY Class A Shares
If any Redemption qualifies as a sale of DMY Class A Shares (rather than a distribution with respect to such DMY Class A Shares), a U.S. Holder generally will recognize gain or loss in an amount equal to the difference between (i) the cash received in the Redemption of such DMY Class A Shares and (ii) the U.S. Holder’s adjusted tax basis in such DMY Class A Shares. Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period for such DMY Class A Shares exceeds one year. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deductibility of capital losses is subject to limitations.
Taxation of Redemptions Treated as Distributions
If a Redemption of DMY Class A Shares is taxable as a distribution for U.S. federal income tax purposes, such distribution generally will be taxable as a dividend for U.S. federal income tax purposes to the extent paid from DMY’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of DMY’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its DMY Class A Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the DMY Class A Shares and will be treated as described above under “— Taxation of Redemptions Treated as Sale or Exchange of DMY Class A Shares.” Amounts treated as dividends that DMY pays to a U.S. Holder that is treated as a corporation for U.S. federal income tax purposes generally will qualify for the dividends received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations if the requisite holding period is satisfied. Under tax laws currently in effect and subject to certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends paid to non-corporate U.S. Holders may constitute “qualified dividend income” that will be subject to tax at the preferential tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with respect to DMY Class A Shares prevents a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be. If the holding period requirements are not satisfied, then a U.S. Holder that is treated as a corporation for U.S. federal income tax purposes may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount, and non-corporate U.S. Holders may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.
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IF YOU ARE A HOLDER OF DMY CLASS A SHARES CONTEMPLATING EXERCISE OF YOUR REDEMPTION RIGHTS, WE URGE YOU TO CONSULT YOUR TAX ADVISOR CONCERNING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES THEREOF.
Tax Consequences to U.S. Holders of the SPAC Merger
The SPAC Merger is intended to qualify as part of a Section 351 Transaction. The parties to the Business Combination Agreement have agreed to generally report the SPAC Merger for all applicable tax purposes in a manner consistent with such intended tax treatments. Subject to the qualifications, assumptions and limitations set forth under the heading “Material U.S. Federal Income Tax Considerations,” including the discussion below regarding the potential application of Section 367(a) of the U.S. Tax Code to the SPAC Merger, and in the U.S. federal income tax opinion filed as Exhibit 8.2, and based on customary tax representations obtained from DMY, Holdco and Horizon, it is the opinion of White & Case LLP, counsel to DMY, that the SPAC Merger should qualify as part of a Section 351 Transaction. The provisions of Section 351 of the U.S. Tax Code are complex and qualification as a non-recognition transaction thereunder could be adversely affected by events or actions that occur following the consummation of the Transactions that are beyond the control of DMY and Holdco. For example, if more than 20% of the Holdco Class A Ordinary Shares were subject to an arrangement or agreement to be sold or disposed of at the time of their issuance in the Transactions, one of the requirements for qualifying as a Section 351 Transaction would be violated. In addition, the qualification of the SPAC Merger as part of a Section 351 Transaction depends, in part, on the U.S. federal income tax treatment of the Amalgamation and the issuance of the Aggregate Amalgamation Consideration, which is not entirely clear because such transactions are governed by non-U.S. law. The Closing of the Business Combination (including closing of the SPAC Merger) is not conditioned upon the receipt of, and, except as set forth in Exhibit 8.2, neither DMY nor Holdco has received or sought, an opinion of counsel that the SPAC Merger qualifies as part of a Section 351 Transaction, and neither DMY nor Holdco intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Business Combination (including the SPAC Merger). Accordingly, the intended treatment is not free from doubt, and no assurance can be given that the IRS will not assert a different position from that described herein or that a court will not sustain such a challenge by the IRS.
The U.S. federal income tax consequences of the SPAC Merger are complex and will depend on a U.S. Holder’s particular circumstances. It is also possible that the SPAC Merger qualifies as a Section 368(a) Reorganization. In that case, subject to the potential application of Section 367(a) of the U.S. Tax Code, U.S. Holders of DMY Class A Shares and DMY Public Warrants generally would not recognize gain or loss for U.S. federal income tax purposes as a result of the SPAC Merger. However, there are significant factual and legal uncertainties as to whether the SPAC Merger could qualify as a Section 368(a) Reorganization. U.S. Holders of DMY Securities are urged to consult their tax advisors regarding the proper U.S. federal income tax treatment of the SPAC Merger, including with respect to its qualification as part of a Section 351 Transaction and/or as a Section 368(a) Reorganization.
U.S. Holders That Do Not Own DMY Public Warrants and Are Exchanging DMY Class A Shares for Holdco Class A Ordinary Shares
If the SPAC Merger qualifies as part of a Section 351 Transaction, subject to the discussion in “— U.S. Holders Participating in the SPAC Merger and in a Redemption of DMY Class A Shares” and “— Additional Requirements for Tax Deferral” below, in general (i) no gain or loss should be recognized by a U.S. Holder that does not own any DMY Public Warrants and exchanges its DMY Class A Shares solely for Holdco Class A Ordinary Shares pursuant to the SPAC Merger, in which case, the U.S. Holder should have an adjusted tax basis in the Holdco Class A Ordinary Shares received in the SPAC Merger equal to the adjusted tax basis in the DMY Class A Shares surrendered in exchange therefor, and (ii) such U.S. Holder’s holding period for the Holdco Class A Ordinary Shares received in the SPAC Merger should include such U.S. Holder’s holding period for DMY Class A Shares exchanged therefor.
Every “significant transferor” pursuant to the exchange must include a statement on or with such transferor’s U.S. federal income tax return for the taxable year of the exchange. For this purpose, a significant transferor is generally a person that transferred property to a corporation and received stock of the transferee corporation if, immediately after the exchange, such person (i) owned at least 5% (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is publicly traded, or (ii) owned at least 1% (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is not publicly traded.
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U.S. Holders That Own DMY Public Warrants and Are Exchanging DMY Class A Shares for Holdco Class A Ordinary Shares
The U.S. federal income tax consequences of the exchange by U.S. Holders of DMY Public Warrants for Holdco Public Warrants in the SPAC Merger depends on whether the SPAC Merger qualifies as a Section 368(a) Reorganization. If the SPAC Merger qualifies as a Section 368(a) Reorganization, subject to the discussion in “— Additional Requirements for Tax Deferral” below, a U.S. Holder whose DMY Public Warrant is converted into a warrant to purchase Holdco Class A Ordinary Shares (i.e., Holdco Public Warrants) should not recognize gain or loss on such exchange. In such case, a U.S. Holder’s tax basis in the Holdco Public Warrant received should be equal to the U.S. Holder’s adjusted tax basis in the DMY Public Warrant exchanged therefor. A U.S. Holder’s holding period in the Holdco Public Warrants received should include the holding period of the DMY Public Warrants exchanged therefor.
If the SPAC Merger qualifies as a Section 351 Transaction, but not as a Section 368(a) Reorganization, the treatment of a U.S. Holder whose DMY Public Warrants automatically converts into a warrant to purchase Holdco Class A Ordinary Shares (i.e., Holdco Public Warrants) is uncertain. It is possible that a U.S. Holder of DMY Public Warrants is treated for U.S. federal income tax purposes as having exchanged such DMY Public Warrants for new warrants (i.e., Holdco Public Warrants). In such case, a U.S. Holder is required to recognize gain or loss upon the deemed exchange equal to the difference between the fair market value of the Holdco Public Warrants treated as received and such U.S. Holder’s adjusted tax basis in its DMY Public Warrants. A U.S. Holder’s tax basis in its Holdco Public Warrant deemed received in the SPAC Merger should equal the fair market value of such Holdco Public Warrant at the effective time of the SPAC Merger. A U.S. Holder’s holding period in its Holdco Public Warrant should begin on the day after the SPAC Merger.
Alternatively, it is also possible that a U.S. Holder of DMY Public Warrants could be treated as transferring its DMY Public Warrants and DMY Class A Shares to Holdco in exchange for Holdco Public Warrants and Holdco Class A Ordinary Shares in a Section 351 Transaction. If so treated, subject to the discussion in “— U.S. Holders Participating in the SPAC Merger and in a Redemption of DMY Class A Shares” and “— Additional Requirements for Tax Deferral” below, a U.S. Holder that receives Holdco Class A Ordinary Shares in exchange for DMY Class A Shares and owns DMY Public Warrants, which will automatically convert into Holdco Public Warrants at the effective time of the SPAC Merger, generally would recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such U.S. Holder (generally, the sum of the excess (if any) of (x) the fair market values of the Holdco Class A Ordinary Shares and the Holdco Public Warrants received by such U.S. Holder in the SPAC Merger over (y) such U.S. Holder’s adjusted tax basis in the DMY Class A Shares or DMY Public Warrants, as applicable, exchanged therefor) and (ii) the fair market value of the Holdco Public Warrants received by such U.S. Holder in the SPAC Merger; provided that, for purposes of this calculation, each of the DMY Class A Shares and DMY Public Warrants is treated as transferred separately in exchange for a portion of each category of consideration received by such U.S. Holder, allocating the aggregate fair market value of the Holdco Class A Ordinary Shares and the Holdco Public Warrants received by such U.S. Holder in the SPAC Merger to each of the DMY Class A Shares and DMY Public Warrants exchanged in proportion to its relative fair market value). Any such gain generally would be long-term capital gain if the U.S. Holder’s holding period for the DMY Class A Shares and DMY Public Warrants exchanged was more than one year at the time of the SPAC Merger. The U.S. Holder’s holding period for the Holdco Class A Ordinary Shares received in the SPAC Merger would include the holding period during which such U.S. Holder held the DMY Class A Shares exchanged therefor, and the U.S. Holder’s holding period for Holdco Public Warrants received in the SPAC Merger would begin on the day after the SPAC Merger.
U.S. Holders of DMY Public Warrants That Do Not Own Any DMY Class A Shares
Unless the SPAC Merger qualifies as a Section 368(a) Reorganization, a U.S. Holder that does not own any DMY Class A Shares but owns DMY Public Warrants immediately prior to the SPAC Merger would recognize gain or loss upon the automatic conversion of its DMY Public Warrants into Holdco Public Warrants at the effective time of the SPAC Merger in an amount equal to the difference between the fair market value of the Holdco Public Warrants and such U.S. Holder’s adjusted basis in such DMY Public Warrants. The U.S. Holder’s basis in such Holdco Public Warrants would be equal to the fair market value of such DMY Public Warrants, and the U.S. Holder’s holding period in such Holdco Public Warrants would begin on the day after the SPAC Merger.
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U.S. Holders Participating in the SPAC Merger and in a Redemption of DMY Class A Shares
Notwithstanding the foregoing, if a U.S. Holder elects to participate in a Redemption with respect to a portion but not all of its DMY Class A Shares, it is possible that such Redemption may be treated as integrated with the SPAC Merger rather than as a separate transaction. In such case, if the SPAC Merger qualifies as part of a Section 351 Transaction, it is possible that such cash may be treated as taxable boot received in a Section 351 Transaction (in which case gain (but not loss) may be recognized on the SPAC Merger and Redemption in an amount equal to the lesser of (A) the amount of gain realized by such U.S. Holder (generally, the sum of the excess (if any) of (x) the sum of the fair market values of the Holdco Class A Ordinary Shares and the Holdco Public Warrants received in the SPAC Merger and the amount of cash received in the Redemption by such U.S. Holder over (y) such U.S. Holder’s adjusted tax basis in the DMY Class A Shares or DMY Public Warrants, as applicable, exchanged therefor pursuant to the SPAC Merger and/or the Redemption) and (B) the sum of the amount of cash received in the Redemption and the fair market value of the Holdco Public Warrants received by such U.S. Holder in the SPAC Merger; provided that, for purposes of this calculation, each of the DMY Class A Shares and DMY Public Warrants is treated as transferred separately in exchange for a portion of each category of consideration received by such U.S. Holder, allocating the amount of cash received in the Redemption and the aggregate fair market value of the Holdco Class A Ordinary Shares and the Holdco Public Warrants received by such U.S. Holder in the SPAC Merger to each of the DMY Class A Shares and DMY Public Warrants exchanged in proportion to its relative fair market value). U.S. Holders should consult their tax advisors to determine how the above rules apply to them. Under the possible integration characterization, such U.S. Holder would not be entitled to recognize any loss with respect to its redeemed DMY Class A Shares and may be required to recognize an amount of gain or income (if any) that is different than if the Redemption of DMY Class A Shares was treated as a separate transaction from the exchange pursuant to the SPAC Merger.
U.S. Holders are urged to consult their tax advisors regarding the possible integration of the Redemption and the SPAC Merger as a single transaction.
Alternative Treatment of the SPAC Merger
If the SPAC Merger does not qualify as part of a Section 351 Transaction (or as a Section 368(a) Reorganization), the SPAC Merger generally would be treated as a taxable exchange of DMY Class A Shares and/or DMY Public Warrants for Holdco Class A Ordinary Shares. If so treated, a U.S. Holder would be required to recognize gain or loss in such taxable exchange in an amount equal to the difference between the fair market value of the Holdco Class A Ordinary Shares held by it immediately following the SPAC Merger and the adjusted tax basis of the DMY Class A Shares and/or DMY Public Warrants, as applicable, held by it immediately prior to the SPAC Merger. Any such capital gain or loss generally would be long-term capital gain or loss if the U.S. Holder’s holding period for the DMY Class A Shares and/or the DMY Public Warrants, as the case may be, so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to the DMY Class A Shares have suspended the running of the applicable holding period of the DMY Class A Shares for this purpose. If the running of the holding period for the DMY Class A Shares has been suspended, then non-corporate U.S. Holders may not be able to satisfy the one-year holding period requirement for long-term capital gain treatment with respect to any gain on the exchange of DMY Class A Shares for Holdco Class A Ordinary Shares, in which case any such gain on such exchange would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S. Holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.
A U.S. Holder’s holding period for the Holdco Class A Ordinary Shares would begin on the day after the SPAC Merger, and the U.S. Holder’s tax basis in the Holdco Class A Ordinary Shares received in the exchange would equal the fair market value of such Holdco Class A Ordinary Shares at the time of the exchange. U.S. Holders that hold different blocks of DMY Securities (generally, DMY Securities purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them, and the discussion above does not specifically address all of the consequences to U.S. Holders who hold different blocks of DMY Securities.
Additional Requirements for Tax Deferral
Section 367(a) of the U.S. Tax Code and the Treasury regulations promulgated thereunder, in certain circumstances described below, impose additional requirements for a U.S. Holder to qualify for tax-deferred treatment with respect to the exchange of DMY Class A Shares for Holdco Class A Ordinary Shares in the SPAC Merger under Section 351(a) of the U.S. Tax Code (or the conversion of DMY Public Warrants into Holdco Public Warrants under Section 368(a) of the U.S. Tax Code).
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Section 367(a) of the U.S. Tax Code potentially may apply to the exchange by a U.S. Holder of DMY Class A Shares and/or DMY Public Warrants for Holdco Class A Ordinary Shares and/or Holdco Public Warrants pursuant to the SPAC Merger. Section 367(a) of the U.S. Tax Code generally requires a U.S. Holder of stock in a U.S. corporation to recognize gain (but not loss) when such stock is exchanged for stock of a non-U.S. corporation in an exchange that would otherwise qualify for tax-deferred treatment (e.g., as part of a Section 351 Transaction) and any of the following is true: (i) the U.S. corporation fails to comply with certain reporting requirements; (ii) U.S. Holders of stock of the acquired U.S. corporation receive more than 50% (by vote or value) of the stock of the non-U.S. corporation; (iii) U.S. persons that are officers, directors, or 5% or greater shareholders of the acquired U.S. corporation own more than 50% (by vote or value) of the stock of the non-U.S. corporation immediately after the acquisition; (iv) such U.S. Holder is a 5% or greater shareholder of the acquired U.S. corporation and fails to enter into a 5-year gain recognition agreement with the IRS to recognize gain with respect to the acquired U.S. corporation stock exchanged in the acquisition; or (v) the U.S. and non-U.S. corporations (and other relevant parties) fail to meet the “active trade or business test.” A holder of an acquired U.S. corporation is presumed to be a U.S. person unless that person signs an ownership statement certifying certain information, including its residency. The “active trade or business test” generally requires (A) that the non-U.S. corporation (and its qualified subsidiaries, including for this purpose Holdco and its subsidiaries) be engaged in an “active trade or business” outside of the United States for the 36-month period immediately before the exchange and that neither the transferors of the U.S. corporation’s stock nor the non-U.S. corporation has an intention to substantially dispose of or discontinue such trade or business, and (B) that the fair market value of the non-U.S. corporation be at least equal to the fair market value of the U.S. corporation, as specifically determined for purposes of Section 367 of the U.S. Tax Code, as of the closing of the exchange (the “substantiality test”). For purposes of applying the substantiality test to the SPAC Merger, the fair market value of DMY generally will be deemed to include the value of any non-ordinary course distributions, as determined under applicable Treasury regulations, made by DMY during the 36-month period ending on the closing of the SPAC Merger, which, for this purpose, includes the distributions made to redeeming DMY Shareholders in connection with the amendment to the DMY Articles for the Extension. Due to the inherently factual nature of the analysis as to whether Section 367(a) of the U.S. Tax Code applies to the SPAC Merger, White & Case LLP is unable to opine on the application of these rules to the SPAC Merger, and no assurance can be provided that Section 367(a) of the U.S. Tax Code will not require U.S. Holders that participate in the SPAC Merger to recognize taxable gain as a result of the SPAC Merger.
To the extent that U.S. Holders of DMY Class A Shares and/or DMY Public Warrants are required to recognize gain under Section 367(a) of the U.S. Tax Code for any of the foregoing reasons, a U.S. Holder generally would recognize gain, if any, in an amount equal to the excess of (i) the sum of the fair market value of the Holdco Class A Ordinary Shares and/or Holdco Public Warrants received by such U.S. Holder, over (ii) such U.S. Holder’s adjusted tax basis in the DMY Class A Shares and/or DMY Public Warrants exchanged therefor. Any such gain would generally be capital gain and would be long-term capital gain if the U.S. Holder’s holding period for the DMY Class A Shares and/or DMY Public Warrants, as applicable, exceeds one year at the time of the SPAC Merger. It is unclear, however, whether the redemption rights with respect to the DMY Class A Shares have suspended the running of the applicable holding period of the DMY Class A Shares for this purpose. If the running of the holding period for the DMY Class A Shares has been suspended, then non-corporate U.S. Holders may not be able to satisfy the one-year holding period requirement for long-term capital gain treatment with respect to any gain on the exchange of DMY Class A Shares for Holdco Class A Ordinary Shares, in which case any such gain on such exchange would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. In either case described above, the U.S. Holder’s tax basis in the Holdco Class A Ordinary Shares or Holdco Public Warrants, as applicable, received in the exchange would be equal to the fair market value of such Holdco Class A Ordinary Shares or Holdco Public Warrants at the time of the SPAC Merger. U.S. Holders who hold different blocks of DMY Securities (generally, DMY Securities purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them, and the discussion above does not specifically address all of the consequences to U.S. Holders who hold different blocks of DMY Securities.
The rules dealing with Section 367(a) of the U.S. Tax Code discussed above are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders are strongly urged to consult their tax advisor concerning the application of these rules to the exchange of DMY Class A Shares and DMY Public Warrants under their particular circumstances, including, if a U.S. Holder believes that it will be a 5% or greater shareholder, the possibility of entering into a “gain recognition agreement” under applicable Treasury regulations.
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Tax Consequences of Ownership and Disposition of Holdco Class A Ordinary Shares
Dividends and Other Distributions on Holdco Class A Ordinary Shares
Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules,” the gross amount of distributions (i.e., before reduction for withholding taxes, if any, (other than certain distributions of shares of Holdco or rights to acquire shares of Holdco)) on Holdco Class A Ordinary Shares will generally be taxable as a dividend for U.S. federal income tax purposes to the extent paid from Holdco’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such dividends generally will be includible in a U.S. Holder’s income in the year actually or constructively received by such U.S. Holder. Distributions in excess of Holdco’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its Holdco Class A Ordinary Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the Holdco Class A Ordinary Shares and will be treated as described below under the heading “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Holdco Class A Ordinary Shares.” Amounts treated as dividends that Holdco pays to a U.S. Holder that is treated as a corporation generally will be taxed at regular rates and will not qualify for the dividends received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect to non-corporate U.S. Holders, under tax laws currently in effect and subject to certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), dividends generally will be taxed at the lower applicable long-term capital gains rate only if Holdco Class A Ordinary Shares are readily tradable on an established securities market in the United States (such as Nasdaq) or Holdco is eligible for benefits under an applicable tax treaty with the United States meeting certain requirements, and, in each case, Holdco is not treated as a PFIC with respect to such U.S. Holder for the taxable year in which the dividend was paid or for the preceding taxable year and provided certain holding period requirements are met. There can be no assurance that Holdco Class A Ordinary Shares will be considered readily tradable on an established securities market in any year. In addition, there can be no assurance that Holdco will not be treated as a PFIC with respect to a U.S. Holder for any taxable year (see the discussion below under the heading “— Passive Foreign Investment Company Rules”). U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to Holdco Class A Ordinary Shares.
Subject to certain conditions and limitations, non-refundable non-U.S. taxes (at a rate not in excess of any applicable tax treaty rate), if any, withheld on dividends paid by Holdco may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability under the U.S. foreign tax credit rules. For purposes of calculating the U.S. foreign tax credit, dividends paid on Holdco Class A Ordinary Shares generally will be treated as income from sources outside the United States and will generally constitute passive category income. In lieu of claiming a foreign tax credit, a U.S. Holder may deduct any non-U.S. income tax imposed with respect to their Holdco Class A Ordinary Shares in computing their taxable income, subject to generally applicable limitations under U.S. federal income tax law. However, the rules governing a U.S. Holder’s ability to claim a U.S. foreign tax credit or deduction are complex. U.S. Holders should consult their tax advisors regarding the availability of the U.S. foreign tax credit or deduction under their particular circumstances.
Possible Constructive Distributions
The terms of each Holdco Public Warrant provide for an adjustment to the number of Holdco Class A Ordinary Shares for which the Holdco Public Warrant may be exercised or to the exercise price of the Holdco Public Warrant in certain events, as discussed under the heading “Description of Holdco Securities — Holdco Warrants — Public Warrants — Anti-Dilution Adjustments.” An adjustment which has the effect of preventing dilution generally is not a taxable event. Nevertheless, a U.S. Holder of a Holdco Public Warrant would be treated as receiving a constructive distribution from Holdco if, for example, an adjustment increases the U.S. Holder’s proportionate interest in Holdco’s assets or earnings and profits (e.g., through an increase in the number of Holdco Class A Ordinary Shares that would be obtained upon exercise, or through a decrease in the exercise price, of such Holdco Public Warrant); such adjustment may be made as a result of a distribution of cash or other property to the holders of Holdco Class A Ordinary Shares. Such constructive distribution to a U.S. Holder of the Holdco Public Warrant would be subject to tax (as described above under “— Taxation of Dividends and Other Distributions on Holdco Class A Ordinary Shares”) in the same manner as if such U.S. Holder received a cash distribution from Holdco equal to the fair market value of such increased
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interest. The rules governing constructive distributions as a result of certain adjustments with respect to a Holdco Public Warrant are complex, and U.S. Holders are urged to consult their tax advisors on the tax consequences any such constructive distribution with respect to a Holdco Public Warrant.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Holdco Securities
Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules,” upon any sale, taxable exchange or other taxable disposition of Holdco Class A Ordinary Shares or Holdco Public Warrants, a U.S. Holder generally will recognize gain or loss in an amount equal to the difference between (i) the amount realized (i.e., the sum of (x) the amount of cash and (y) the fair market value of any other property received in such sale, taxable exchange or other taxable disposition, in each case before reduction for withholding taxes, if any) and (ii) the U.S. Holder’s adjusted tax basis in such Holdco Class A Ordinary Shares or Holdco Public Warrants. Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period for such Holdco Class A Ordinary Shares or Holdco Public Warrants exceeds one year. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deductibility of capital losses is subject to limitations. This gain or loss generally will be treated as U.S. source gain or loss for U.S. federal tax credit purposes.
Exercise, Lapse or Redemption of a Holdco Public Warrant
A U.S. Holder generally will not recognize gain or loss upon the acquisition of a Holdco Class A Ordinary Share on the exercise of a Holdco Public Warrant for cash. A U.S. Holder’s tax basis in a Holdco Class A Ordinary Share received upon exercise of the Holdco Public Warrant generally should be an amount equal to the sum of the U.S. Holder’s tax basis in the Holdco Public Warrant exchanged therefor and the exercise price. The U.S. Holder’s holding period for a Holdco Class A Ordinary Share received upon exercise of the Holdco Public Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the Holdco Public Warrant and will not include the period during which the U.S. Holder held the Holdco Public Warrant. If a Holdco Public Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such U.S. Holder’s tax basis in the Holdco Public Warrant.
The tax consequences of a cashless exercise of a Holdco Public Warrant are not clear under current tax law. Subject to the discussion below under “— Passive Foreign Investment Company Rules,” a cashless exercise may be tax-deferred, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-deferred situation, a U.S. Holder’s basis in the Holdco Class A Ordinary Shares received would equal the U.S. Holder’s basis in the Holdco Public Warrants exercised therefor. If the cashless exercise were treated as not being a realization event, a U.S. Holder’s holding period in the Holdco Class A Ordinary Shares received would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the Holdco Public Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Holdco Class A Ordinary Shares received would include the holding period of the Holdco Public Warrants exercised therefor.
It is also possible that a cashless exercise of a Holdco Public Warrant could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder could be deemed to have surrendered a number of Holdco Public Warrants having an aggregate fair market value equal to the aggregate exercise price of the total number of Holdco Public Warrants deemed to have been exercised. Subject to the discussion below under “— Passive Foreign Investment Company Rules,” the U.S. Holder would recognize capital gain or loss with respect to the Holdco Public Warrants deemed surrendered in an amount generally equal to the difference between (i) the fair market value of the Holdco Public Warrants deemed surrendered and (ii) the U.S. Holder’s adjusted basis in the Holdco Public Warrants deemed surrendered. In this case, a U.S. Holder’s tax basis in the Holdco Class A Ordinary Shares received would equal the sum of the U.S. Holder’s aggregate tax basis in the Holdco Public Warrants deemed exercised and the aggregate exercise price of such Holdco Public Warrants. A U.S. Holder’s holding period for the Holdco Class A Ordinary Shares received would commence on the date following the date of exercise (or possibly the date of exercise) of the Holdco Public Warrants.
Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of Holdco Public Warrants.
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Passive Foreign Investment Company Rules
The treatment of U.S. Holders of Holdco Class A Ordinary Shares and Holdco Public Warrants could be materially different from that described above if Holdco is treated as a PFIC for U.S. federal income tax purposes.
A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
As of the date hereof, Holdco has not made a determination as to its PFIC status for its most recently ended taxable year or any other taxable year. Whether Holdco is a PFIC is determined on an annual basis. The determination of whether Holdco is a PFIC is a factual determination that depends on, among other things, the composition of Holdco’s income and assets, and the market value of its shares and assets (including the composition of income and assets and the market value of shares and assets of certain subsidiaries) from time to time, and thus the determination can only be made annually after the close of each taxable year. Accordingly, there can be no assurance with respect to Holdco’s status as a PFIC for its current taxable year or any future taxable year, and DMY’s U.S. counsel expresses no opinion with respect to Holdco’s PFIC status for any taxable year.
Although Holdco’s PFIC status is determined annually, a determination that Holdco is a PFIC in a particular taxable year will generally apply for subsequent years to a U.S. Holder who held (or is deemed to have held) Holdco Class A Ordinary Shares while Holdco was a PFIC, whether or not Holdco meets the test for PFIC status in those subsequent years.
It is not entirely clear how various aspects of the PFIC rules apply to Holdco Public Warrants. Section 1298(a)(4) of the U.S. Tax Code provides that, to the extent provided in the U.S. Treasury regulations, any person who has an option to acquire stock in a PFIC shall be considered to own such stock in the PFIC for purposes of the PFIC rules. No final U.S. Treasury regulations are currently in effect under Section 1298(a)(4) of the U.S. Tax Code. However, proposed U.S. Treasury regulations under Section 1298(a)(4) of the U.S. Tax Code have been promulgated with a retroactive effective date (the “Proposed PFIC Option Regulations”). Each U.S. Holder is urged to consult its tax advisors regarding the possible application of the Proposed PFIC Option Regulations to their investment in the Holdco Public Warrants, including their ownership and disposition of Holdco Class A Ordinary Shares received upon the exercise of their Holdco Public Warrants. Solely for discussion purposes, the following discussion assumes that the Proposed PFIC Option Regulations will apply to the Holdco Public Warrants.
If Holdco is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of Holdco Class A Ordinary Shares or Holdco Public Warrants and, in the case of Holdco Class A Ordinary Shares, the U.S. Holder did not timely make either a timely mark-to-market election or a qualified electing fund (“QEF”) election for the first taxable year in which Holdco was treated as a PFIC and in which the U.S. Holder held (or is deemed to have held) such Holdco Class A Ordinary Shares, such U.S. Holder generally will be subject to special and adverse rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Holdco Class A Ordinary Shares or Holdco Public Warrants (which may include gain realized by reason of transfers of Holdco Class A Ordinary Shares or Holdco Public Warrants that would otherwise qualify as nonrecognition transactions for U.S. federal income tax purposes) and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Holdco Class A Ordinary Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Holdco Class A Ordinary Shares that preceded the taxable year of the distribution) (together, the “excess distribution rules”).
Under these excess distribution rules:
• the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Holdco Class A Ordinary Shares or Holdco Public Warrants;
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• the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of Holdco’s first taxable year in which Holdco is a PFIC, will be taxed as ordinary income;
• the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder’s other items of income and loss; and
• an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year (or portion thereof) of the U.S. Holder without regard to the U.S. Holder’s other items of income and loss.
In general, if Holdco is determined to be a PFIC, a U.S. Holder may be able to avoid the adverse PFIC tax consequences under the excess distribution rules described above in respect of Holdco Class A Ordinary Shares (but, under current law, not Holdco Public Warrants) by making and maintaining a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of Holdco’s net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which the Company’s taxable year ends.
In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC Annual Information Statement from Holdco that provides the information necessary for U.S. Holders to make or maintain a QEF election. Holdco does not expect to furnish U.S. Holders with the tax information necessary to enable a U.S. Holder to make a QEF election.
Alternatively, if Holdco is a PFIC and Holdco Class A Ordinary Shares constitute “marketable stock,” a U.S. Holder that owns (or is treated as owning for purposes of this rule) Holdco Class A Ordinary Shares at the close of its taxable year may avoid the adverse PFIC tax consequences under the excess distribution rules discussed above if such U.S. Holder makes a mark-to-market election with respect to such shares for the first taxable year (x) in which it holds (or is deemed to hold) Holdco Class A Ordinary Shares and (y) for which Holdco is determined to be a PFIC. Such U.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Holdco Class A Ordinary Shares at the end of such year over its adjusted basis in its Holdco Class A Ordinary Shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis of its Holdco Class A Ordinary Shares over the fair market value of its Holdco Class A Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Holdco Class A Ordinary Shares will be adjusted to reflect any such income or loss amounts. Any further gain recognized on a sale or other taxable disposition of its Holdco Class A Ordinary Shares will be treated as ordinary income, and any further loss recognized will be treated as ordinary loss (but only to the extent of the net amount of income previously included as a result of a mark-to-market election, and any loss in excess of such prior inclusions generally would be treated as capital loss). Under current law, a mark-to-market election may not be made with respect to Holdco Public Warrants.
The mark-to-market election is available only for “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including Nasdaq (on which Holdco Class A Ordinary Shares are intended to be listed), or on a foreign exchange or market that is regulated or supervised by a governmental authority of the country in which such exchange or market is located and meets certain other requirements. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless the Holdco Class A Ordinary Shares cease to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consents to the revocation of the election. U.S. Holders are urged to consult their tax advisors regarding the availability and tax consequences of a mark-to-market election with respect to Holdco Class A Ordinary Shares under their particular circumstances.
If Holdco is a PFIC and, at any time, has a foreign subsidiary that is classified as a PFIC (such foreign subsidiary, a “lower-tier PFIC”), a U.S. Holder generally would be deemed to own a proportionate amount of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge under the excess distribution rules described above if Holdco receives a distribution from, or disposes of all or part of its interest in, the lower-tier PFIC, or the U.S. Holder otherwise was deemed to have disposed of an interest in the lower-tier PFIC. A mark-to-market election generally would not be available with respect to any lower-tier PFIC.
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A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made) and to provide such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations applicable to such U.S. Holder until such required information is furnished to the IRS.
The rules dealing with PFICs and with the QEF, purging and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of Holdco Class A Ordinary Shares and Holdco Public Warrants are urged to consult their own tax advisors concerning the application of the PFIC rules to Holdco Class A Ordinary Shares and Holdco Public Warrants under their particular circumstances, including, in particular, to any U.S. Holder that acquires Holdco Class A Ordinary Shares pursuant to the exercise of Holdco Public Warrants.
Foreign Asset Reporting
Certain U.S. Holders are required to report their holdings of certain specified foreign financial assets, including equity of foreign entities, if the aggregate value of all of these assets exceeds certain threshold amounts, by filing IRS Form 8938 with their federal income tax return. Holdco Class A Ordinary Shares and Holdco Public Warrants are expected to constitute foreign financial assets subject to these requirements unless Holdco Class A Ordinary Shares or Holdco Public Warrants, as applicable, are held in an account maintained at certain financial institutions. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties, and the period of limitations on assessment and collection of U.S. federal income taxes may be extended in the event of a failure to comply. U.S. Holders are urged to consult their tax advisors regarding their information reporting obligations, if any, with respect to their ownership and disposition of Holdco Class A Ordinary Shares and Holdco Public Warrants and the significant penalties for non-compliance.
Non-U.S. Holders
For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of DMY Securities that is for U.S. federal income tax purposes:
• a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates);
• a foreign corporation; or
• an estate or trust that is not a U.S. Holder;
but generally does not include an individual who is present in the United States for 183 days or more in the taxable year of the disposition or redemption of their DMY Securities. Any such individual should consult his or her own tax advisor regarding the U.S. federal income tax consequences of the Business Combination.
Tax Consequences to Non-U.S. Holders of Exercising Redemption Rights
Redemptions of DMY Class A Shares
Subject to the discussion above under the heading “— U.S. Holders — Tax Consequences to U.S. Holders of the SPAC Merger,” in particular, the discussion regarding the potential characterization of the SPAC Merger and a redemption of DMY Class A Shares in connection with the Business Combination as an integrated transaction under the heading “— U.S. Holders — Tax Consequences to U.S. Holders of the SPAC Merger — U.S. Holders Participating in the SPAC Merger and in a Redemption of DMY Class A Shares,” the U.S. federal income tax consequences to a Non-U.S. Holder of DMY Class A Shares that exercises its redemption rights to receive cash from the Trust Account in exchange for all or a portion of its DMY Class A Shares will depend on whether the redemption qualifies as a sale of the DMY Class A Shares redeemed for U.S. federal income tax purposes, as described above under “— U.S. Holders — Tax Consequences to U.S. Holders of Exercising Redemption Rights.”
Taxation of Redemptions Treated as Distributions
If such a redemption does not qualify as a sale of DMY Class A Shares, the Non-U.S. Holder will be treated as receiving a distribution, which, to the extent of DMY’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute a dividend for U.S. federal income tax purposes and, provided
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such dividends are not effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States, will be subject to withholding tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable).
Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its DMY Class A Shares and then, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of such DMY Class A Shares, which will be treated as described under “— Taxation of Redemptions Treated as Sale or Exchange of DMY Class A Shares; Gain on Sale or Exchange of DMY Public Warrants” below.
A redemption treated as a dividend by DMY to a Non-U.S. Holder that is effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States) generally will not be subject to U.S. withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends generally will be subject to U.S. federal income tax as if the Non-U.S. Holder were a U.S. Holder. In addition, if the Non-U.S. Holder is a non-U.S. corporation, it may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or at a lower applicable treaty rate).
In addition, if it is determined that DMY is likely to be classified as a “United States real property holding corporation” (see “— Taxation of Redemptions Treated as Sale or Exchange of DMY Class A Shares; Gain on Sale or Exchange of DMY Public Warrants” below), DMY (or the applicable withholding agent) generally will withhold 15% of any distribution that exceeds its current and accumulated earnings and profits.
Taxation of Redemptions Treated as Sale or Exchange of DMY Class A Shares; Gain on Sale or Exchange of DMY Public Warrants
Subject to the discussion below under “— Tax Consequences to Non-U.S. Holders of the SPAC Merger — Information Reporting and Backup Withholding” concerning backup withholding, if a redemption of DMY Class A Shares qualifies as a sale of DMY Class A Shares or the SPAC Merger results in gain to a Non-U.S. Holder (as discussed below under “— Tax Consequences to Non-U.S. Holders of the SPAC Merger”), Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the redemption of DMY Class A Shares or sale or exchange of DMY Class A Shares or DMY Public Warrants, unless either:
• the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder); or
• DMY is or has been a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition and the Non-U.S. Holder’s holding period for the applicable DMY Security, except (i) in the case where DMY Class A Shares are “regularly traded on an established securities market” (within the meaning of applicable Treasury regulations, referred to herein as “regularly traded”), the Non-U.S. Holder is disposing of DMY Class A Shares and has owned, whether actually or based on the application of constructive ownership rules, 5% or less of DMY Class A Shares at all times within the shorter of the five-year period preceding such disposition of DMY Class A Shares or such Non-U.S. Holder’s holding period for such DMY Class A Shares or (ii) in the case where DMY Public Warrants are “regularly traded,” the Non-U.S. Holder is disposing of DMY Public Warrants and has owned, whether actually or based on the application of constructive ownership rules, 5% or less of the total fair market value of DMY Public Warrants at all times within the shorter of the five-year period preceding such disposition of such DMY Public Warrants or such Non-U.S. Holder’s holding period for such DMY Public Warrants. It is unclear how the rules for determining the 5% threshold for this purpose would be applied with respect to the DMY Class A Shares and DMY Public Warrants, including how a Non-U.S. Holder’s ownership of DMY Public Warrants impacts the 5% threshold determination with respect to its DMY Class A Shares and whether the 5% threshold determination with respect to the DMY Public Warrants must be made with or without reference to the DMY Private Placement Warrants. In addition, special rules may apply in the case of a
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disposition of DMY Public Warrants if the DMY Class A Shares are considered to be regularly traded, but the DMY Public Warrants are not considered to be regularly traded. Non-U.S. Holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances.
A Non-U.S. Holder described in the first bullet point above will be subject to regular U.S. federal income tax on the net gain derived from the redemption of DMY Class A Shares or the SPAC Merger generally in the same manner as discussed in the section above under “— U.S. Holders — Tax Consequences to U.S. Holders of Exercising Redemption Rights — Taxation of Redemptions Treated as Sale or Exchange of DMY Class A Shares,” unless an applicable income tax treaty provides otherwise. In addition, earnings and profits of a corporate Non-U.S. Holder that are attributable to such gain, as determined after allowance for certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty. If the second bullet point above (but not the exception therein) applies to a Non-U.S. Holder, gain recognized by such Non-U.S. Holder on the redemption of DMY Class A Shares or the SPAC Merger will be subject to tax at generally applicable U.S. federal income tax rates. In addition, DMY (or the applicable withholding agent) may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such redemption or the consummation of the SPAC Merger. DMY will be classified as a USRPHC if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. DMY does not expect to be a USRPHC as of the Closing Date. However, such determination is factual in nature and subject to change, and no assurance can be provided as to whether DMY will be a USRPHC with respect to a Non-U.S. Holder.
IF YOU ARE A NON-U.S. HOLDER OF DMY CLASS A SHARES CONTEMPLATING EXERCISE OF YOUR REDEMPTION RIGHTS, WE URGE YOU TO CONSULT YOUR TAX ADVISOR CONCERNING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES THEREOF.
Tax Consequences to Non-U.S. Holders of the SPAC Merger
The U.S. federal income tax characterization of the SPAC Merger to Non-U.S. Holders generally will correspond to the U.S. federal income tax characterization of the SPAC Merger to U.S. Holders, as described under “— U.S. Holders — Tax Consequences to U.S. Holders of the SPAC Merger” above, and if the SPAC Merger were to result in any gain with respect to the Non-U.S. Holder’s DMY Class A Shares or DMY Public Warrants, as the case may be, the tax consequences to the Non-U.S. Holder of such gain would correspond to those described above under the heading “— Tax Consequences to Non-U.S. Holders of Exercising Redemption Rights — Taxation of Redemptions Treated as Sale or Exchange of DMY Class A Shares; Gain on Sale or Exchange of DMY Public Warrants” for a Non-U.S. Holder’s gain on the redemption of DMY Class A Shares and/or the SPAC Merger.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. A Non-U.S. Holder may have to comply with certification procedures to establish that it is not a United States person in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a U.S. tax treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well.
Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Holder will be allowed as a credit against the Holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.
FATCA Withholding Taxes
Provisions commonly referred to as “FATCA” (Foreign Account Tax Compliance Act) impose withholding of 30% on payments of dividends (including constructive dividends) on DMY Securities to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other
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non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by United States persons of interests in or accounts with those entities) have been satisfied by, or an exemption applies to, the payee (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such withholding taxes, and a Non-U.S. Holder might be required to file a U.S. federal income tax return to claim such refunds or credits. Thirty percent withholding under FATCA was scheduled to apply to payments of gross proceeds from the sale or other disposition of property that produces U.S.-source interest or dividends beginning on January 1, 2019, but on December 13, 2018, the IRS released proposed regulations that, if finalized in their proposed form, would eliminate the obligation to withhold on gross proceeds. Such proposed regulations also delayed withholding on certain other payments received from other foreign financial institutions that are allocable, as provided for under final Treasury regulations, to payments of U.S.-source dividends, and other fixed or determinable annual or periodic income. Although these proposed Treasury regulations are not final, taxpayers generally may rely on them until final Treasury regulations are issued. However, there can be no assurance that final Treasury regulations will provide the same exceptions from FATCA withholding as the proposed Treasury regulations. Holders should consult their tax advisors regarding the effects of FATCA on their investment in DMY Securities.
THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE TO YOU DEPENDING UPON YOUR PARTICULAR SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO YOU OF THE CONSUMMATION OF THE BUSINESS COMBINATION, THE REDEMPTION OF DMY CLASS A SHARES IN CONNECTION WITH THE BUSINESS COMBINATION AND THE OWNERSHIP AND DISPOSITION OF HOLDCO CLASS A ORDINARY SHARES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, ESTATE, GIFT, NON-U.S. AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.
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MATERIAL SINGAPORE TAX CONSIDERATIONS
Certain Singapore Taxation Considerations
Dividend Distributions
All Singapore-tax resident companies are currently under the one-tier corporate tax system, or one-tier system.
Under the one-tier system, the income tax paid by a tax resident company is a final tax and its distributable profits can be distributed to shareholders as tax exempt (one-tier) dividends. Such dividends are tax exempt in the hands of a shareholder, regardless of the tax residence status, shareholding level or legal form of the shareholder.
Accordingly, dividends received in respect of the ordinary shares by either a resident or non-resident of Singapore are not subject to Singapore income tax (whether by withholding or otherwise), on the basis that we are a tax resident of Singapore and under the one-tier system.
Foreign shareholders are advised to consult their own tax advisers to take into account the tax laws of their respective countries of residence and the existence of any agreement for the avoidance of double taxation which their country of residence may have with Singapore.
Gains on Disposal of Shares
Any gains considered to be in the nature of capital made from the sale of our shares will not be taxable in Singapore to the extent that they do not fall within the ambit of the new Section 10L of the Income Tax Act 1947 of Singapore (the “SITA”), which came into effect on January 1, 2024.
Gains arising from the disposal of the shares may be construed to be of an income nature and subject to Singapore income tax, especially if they arise from activities which may be regarded as the carrying on of a trade or business in Singapore. Such gains may also be considered income in nature, even if they do not arise from an activity in the ordinary course of trade or business or an ordinary incident of some other business activity, if the shares were purchased with the intention or purpose of making a profit by sale rather than holding for long-term investment purposes in Singapore.
There are no specific laws or regulations which deal with the characterization of whether a gain is income or capital in nature. The characterization of gains arising from the sale of our shares will depend primarily on the facts and circumstances (commonly referred to as the “badges of trade”) of each shareholder.
Subject to specified exceptions and Section 10L of the SITA, Section 13W of the SITA provides for certainty on the non-taxability of gains derived by a corporate taxpayer from the disposal of ordinary shares during the period from June 1, 2012 to December 31, 2027 (both dates inclusive) where:
(i) the divesting company had legally and beneficially held a minimum shareholding of 20% of the ordinary shares of the company whose shares are being disposed; and
(ii) the divesting company had maintained the minimum 20% shareholding for a continuous period of at least 24 months immediately prior to the disposal.
The above-mentioned “safe harbor rules” prescribed under Section 13W of the SITA will not apply to a divesting company under the following scenarios:
(a) a divesting company whose gains or profits from the disposal of shares are included as part of its income based on the provisions of section 26 of the SITA;
(b) the disposal of shares by a partnership, limited partnership and limited liability partnership one or more of the partners of which is a company or are companies; or
(c) the disposal of shares on or after June 1, 2022 not listed on a stock exchange in Singapore or elsewhere, being shares in a company that the Singapore Comptroller of Income Tax is satisfied —
(i) is in the business of trading immovable properties situated in Singapore or elsewhere;
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(ii) principally carries on the activity of holding immovable properties situated (whether in Singapore or elsewhere), whereby passive or no income is derived; or
(iii) has undertaken property development (whether in Singapore or elsewhere), except where —
(A) the immovable property developed is used by the company to carry on its trade or business (including the business of letting immovable properties), not being a business mentioned in sub-paragraph (i); and
(B) the company did not undertake any property development in Singapore or elsewhere for a period of at least 60 consecutive months before the disposal of shares.
Under Section 10L of the SITA, gains received in Singapore by an entity of a relevant group from the sale or disposal of any movable or immovable property outside Singapore will be treated as income chargeable to tax under Section 10(1)(g) of the SITA under certain circumstances. Any registered shares, equity securities or securities will be deemed to be located outside Singapore if the register or principal register (if there is more than one register) is located outside Singapore regardless of where the company is incorporated. If our shares are deemed to be foreign assets, gains from their disposal will be subject to tax if an entity of a relevant group (other than an excluded entity) disposed of our shares on or after January 1, 2024. An entity is a member of a group of entities if its assets, liabilities, income, expenses and cash flows are (a) included in the consolidated financial statements of the parent entity of the group; or (b) excluded from the consolidated financial statements of the parent entity of the group solely on size or materiality grounds or on the grounds that the entity is held for sale. A group is a relevant group if (i) the entities of the group are not all incorporated, registered or established in Singapore; or (ii) any entity of the group has a place of business outside Singapore. An excluded entity is defined in Section 10L of the SITA to include a pure equity-holding company or any other entity with adequate economic substance in Singapore taking into account factors enumerated in Section 10L of the SITA.
Investors are advised to consult their own tax advisors on the applicable tax treatment if they receive gains in Singapore from the disposal of our shares.
Shareholders who apply, or who are required to apply, the Singapore Financial Reporting Standard 39 — Financial Instruments: Recognition and Measurement, or FRS 39; the Singapore Financial Reporting Standard 109 — Financial Instruments, or FRS 109; or the Singapore Financial Reporting Standard (International) 9 — Financial Instruments, or SFRS(I) 9 may for the purposes of Singapore income tax be required to recognize gains or losses in respect of financial instruments (not being gains or losses in the nature of capital) in accordance with FRS 39, FRS 109 or SFRS(I) 9 (as the case may be) (as modified by the applicable provisions of Singapore income tax law) even where no sale or disposal of the shares is made.
Section 34A of the SITA provides the tax treatment for financial instruments in accordance with FRS 39 (subject to certain exceptions and “opt-out” provisions) for taxpayers who are required to comply with FRS 39 for financial reporting purposes. The IRAS has also issued a circular titled “Income Tax Implications Arising from the Adoption of FRS 39 — Financial Instruments: Recognition and Measurement.”
FRS 109 or SFRS(I) 9 (as the case may be) is mandatorily effective for annual periods beginning on or after January 1, 2018, replacing FRS 39. Section 34AA of the SITA requires taxpayers who comply or who are required to comply with FRS 109 or SFRS(I) 9 (as the case may be) for financial reporting purposes to calculate their profit, loss or expense for Singapore income tax purposes in respect of financial instruments in accordance with FRS 109 or SFRS(I) 9 (as the case may be), subject to certain exceptions. The IRAS has also issued a circular titled “Income Tax: Income Tax Treatment Arising from Adoption of FRS 109 — Financial Instruments.”
Shareholders who may be subject to the above mentioned tax treatments, including under Sections 34A or 34AA of the SITA, should consult their accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding and disposal of the shares.
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Stamp Duty
There is no stamp duty payable on the subscription and issuance of the shares.
In relation to a transfer of the ordinary shares, no stamp duty is payable if no instrument of transfer is executed or if the instrument of transfer is executed outside Singapore and not received in Singapore. Accordingly, stamp duty is not applicable to electronic transfers of our shares effected solely on a book entry basis outside Singapore. We therefore expect that no Singapore stamp duty will be payable where shares are acquired by U.S. holders solely in book entry form through the facility outside Singapore established by our transfer agent and registrar outside Singapore to the extent that the instruments of transfer (including electronic instruments) are not received in Singapore and all electronic records and any information relating to such transfers are not electronically received by persons in Singapore, stored on any server or device in Singapore or made accessible to any person in Singapore.
Stamp duty will be payable if there is an instrument (including an electronic instrument) for the transfer of our shares which is either executed in Singapore or executed outside Singapore and received in Singapore.
Where the instrument of transfer is executed in Singapore, stamp duty must be paid within 14 days of the execution of the instrument of transfer. Where the instrument of transfer is executed outside Singapore and received in Singapore, stamp duty must be paid within 30 days of receipt of the instrument of transfer in Singapore. An electronic instrument that is executed outside Singapore is treated as received in Singapore in any of the following scenarios: (a) it is retrieved or accessed by a person in Singapore; (b) an electronic copy of it is stored on a device (including a computer) and brought into Singapore; or (c) an electronic copy of it is stored on a computer in Singapore.
As the relevant deeming provisions under Section 60F of the Stamp Duties Act 1929 of Singapore are quite broad, registered holders of our shares may wish to note that an electronic document executed outside Singapore may still be deemed to be received in Singapore if the branch records are retrieved or accessed in Singapore. As it may not be practical to anticipate the circumstances where an instrument may be considered received in Singapore, investors should consult their tax advisors regarding the particular Singapore stamp duty implications for them.
Stamp duty on an instrument of transfer of shares is payable at the rate of 0.2% of the consideration for, or open market value of, the shares, whichever is higher.
Stamp duty is borne by the purchaser unless there is an agreement to the contrary.
Estate Duty
Singapore estate duty was abolished with respect to all deaths occurring on or after February 15, 2008.
Tax Treaties Regarding Withholding Taxes
There is no comprehensive agreement for the avoidance of double taxation between the U.S. and Singapore which applies to withholding taxes (if any) on dividends or capital gains.
Goods and Services Tax
The sale of the shares by a GST-registered investor belonging in Singapore for GST purposes to another person belonging in Singapore is an exempt supply not subject to GST. Any input GST (for example, GST on brokerage) incurred by the GST-registered investor in connection with the making of an exempt supply is generally not recoverable from the Singapore Comptroller of GST and will become an additional cost to the investor unless the investor satisfies certain conditions prescribed under the Goods and Services Tax Act 1993 of Singapore or satisfies certain GST concessions.
Where the shares are sold by a GST-registered investor in the course of or furtherance of a business carried on by such investor contractually to and for the direct benefit of a person belonging outside Singapore, the sale should generally, subject to satisfaction of certain conditions, be considered a taxable supply subject to GST at 0%. Any input GST (for example, GST on brokerage) incurred by the GST-registered investor in making such a supply in the course of or furtherance of a business may be fully recoverable from the Singapore Comptroller of GST. Investors should seek their own tax advice on the recoverability of GST incurred on expenses in connection with the purchase and sale of the shares.
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Services consisting of arranging, brokering, underwriting or advising on the issue, allotment or transfer of ownership of the shares rendered by a GST-registered person to an investor belonging in Singapore for GST purposes in connection with the investor’s purchase, sale or holding of the shares will be subject to GST at the standard rate, which is currently 9.0%. Similar services rendered by a GST-registered person contractually to an investor belonging outside Singapore and for the direct benefit of such an investor or a GST-registered person belonging in Singapore should generally, subject to the satisfaction of certain conditions, be subject to GST at 0%.
Global Anti-Base Erosion Model Rules (Pillar Two)
The Global Anti-Base Erosion Model Rules (Pillar Two) (“BEPS Pillar 2”) rules are implemented in Singapore via the Multinational Enterprise (Minimum Tax) Act 2024 (“MMTA”). It introduces (1) the multinational enterprise top-up tax (“MTT”), and (2) the domestic top-up tax (“DTT”).
The MMTA applies to a multinational enterprise (“MNE”) group for a financial year beginning on or after 1 January 2025 if its annual consolidated group revenue (determined by reference to the consolidated financial statements of its ultimate parent entity) for at least 2 financial years out of the 4 financial years immediately before that financial year is equal to or exceeds EUR 750 million.
MTT applies to a Singapore parent entity’s ownership interest in its relevant entities outside Singapore and its stateless entities but does not apply to its ownership interest in its domestic entities. The minimum rate for MTT is 15% and the top-up amount is computed using the effective tax rate (“ETR”) that is calculated on a jurisdictional basis for an MNE group. The charging provision for MTT is found in section 12 of the MMTA, which imposes MTT on an entity if (1) the entity is a responsible member of an MNE group at any time in the financial year, (2) the MNE group is an in-scope MNE group for the financial year, (3) the entity holds an ownership interest in another constituent entity (“CE”) of the MNE group at any time in the financial year, (4) that other CE is located in a jurisdiction outside Singapore or is a stateless entity, and has a top up amount for the financial year, and (5) the entity is located in Singapore.
The DTT imposes a top-up tax on certain CEs located in Singapore to raise their ETR to at least 15%. The charging provision for the DTT is section 28 of the MMTA, which imposes DTT equivalent to the on an MNE group for a financial year if (1) the MNE group is an in-scope MNE group, (2) at least one of its CEs is located in Singapore or is: (a) a flow through entity established, formed, incorporated or registered under the laws of Singapore, (b) not a responsible member, and (c) a reverse hybrid entity with respect to any of its income, expenditure, profit or loss, and (3) the MNE group has a top up amount for that financial year.
In-scope MNE groups are subject to various administrative requirements. This includes registering under the MMTA, designating a Singapore CE to be a Designated Local DTT Filing Entity (“DFE”)/Designated Local GIR Filing Entity (“GFE”), submitting MTT and DTT returns, and making a GloBE information return (“GIR”) filing.
However, some entities are excluded from the MTT and DTT. While their revenue is still taken into account to determine if the MNE group is in-scope, their attributes such as their profits, losses, taxes accrued, tangible assets, and payroll expenses are excluded from the various computations under MTT and DTT, including the de minimis exclusion. Further, such entities are not subject to any administrative obligations under MTT and DTT, such as the filing of a GloBE Information Return. Excluded entities include a governmental entity, an international organisation and a non-profit organisation.
Further, the MTT and DTT regimes also provide for safe harbours that help reduce the MNE groups’ compliance burden. Where a safe harbour is elected by an MNE group for a jurisdiction, the top-up amounts for qualifying entities of the MNE group in the jurisdiction are treated as nil. Singapore currently has three safe harbours: (1) transitional CbCR Safe Harbour, (2) simplified Calculations Safe Harbour, and (3) QDMTT Safe Harbour.
Penalties may be imposed under the MMT Act where an in-scope MNE group fails to meet its obligations for MTT and DTT. As MTT and DTT rules are new, MNEs will require time to familiarize themselves with the rules. In view that some MNEs have given feedback that such rules are complex, IRAS will adopt a light touch approach for the first 3 FYs from FY 2025, if an MNE group can demonstrate that it has taken reasonable measures to ensure the correct application of the rules.
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.
Introduction
The following unaudited pro forma condensed combined financial information presents the combination of financial information of DMY and Horizon, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). DMY has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.
The following unaudited pro forma condensed combined balance sheet as of June 30, 2025, assumes that the Business Combination occurred on June 30, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025, and the year ended December 31, 2024, assume that the Business Combination occurred on January 1, 2024.
The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what Holdco’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of Holdco. The actual financial position and results of operations of Holdco may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The historical financial information of DMY was derived from the unaudited financial statements of DMY as of and for the six months ended June 30, 2025, as filed on Form 10-Q on August 27, 2025, and the audited financial statements of DMY for the year ended December 31, 2024, included elsewhere in this proxy statement/prospectus. The historical financial information of Horizon was derived from the unaudited consolidated financial statements of Horizon as of and for the six months ended June 30, 2025, and the audited financial statements for the year ended December 31, 2024, which are each included elsewhere in this proxy statement/prospectus. This information should be read together with DMY’s and Horizon’s financial statements, and related notes, the sections titled “DMY Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Horizon Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.
Description of the Business Combination
The Business Combination Agreement
Pursuant to the Business Combination Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, the following will occur: (1) the Amalgamation of Merger Sub 1 and Horizon, whereby Horizon will become a wholly-owned subsidiary of Holdco, in accordance with the Business Combination Agreement and the Singapore Companies Act; (2) the Merger of Merger Sub 2 with and into DMY, with DMY surviving the Merger as a wholly-owned subsidiary of Holdco, in accordance with the Business Combination Agreement and the Massachusetts Business Corporations Act; and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto, all as described in more detail elsewhere in this proxy statement/prospectus.
Transfer Restrictions
In connection with the Closing, pursuant to the Business Combination Agreement, the Lock-Up Securityholders will enter into the Lock-Up Agreement with Holdco, pursuant to which the Lock-Up Shares will be subject to lock-up during the Shares Lock-Up Period and the Holdco Warrants and underlying Holdco Ordinary Shares will be subject to lock-up during the Warrants Lock-Up Period. An aggregate of approximately 41.8 million Lock-up Shares are
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anticipated to be subject to such transfer restrictions, representing approximately 78.1% of the total issued and outstanding Holdco Ordinary Shares following the Business Combination, assuming the No Additional Redemptions Scenario. An aggregate of 2,884,660 Holdco Warrants, and 2,884,660 Holdco Class A Ordinary Shares issuable upon the exercise of such warrants, are anticipated to be subject to such transfer restrictions, representing approximately 47.7% of the issued and outstanding Holdco Warrants following the Business Combination.
Financing Cooperation
The Business Combination Agreement requires DMY, Horizon, and Holdco to use their reasonable best efforts to enter into mutually agreed subscription agreements with accredited investors, pursuant to which such investors will agree, subject to the terms and conditions set forth therein, to subscribe for and purchase, at the Closing, Holdco Class A Ordinary Shares at a purchase price equal to the Redemption Price, which we refer to herein as the PIPE Investment. Further, DMY and Horizon may upon mutual determination, seek one or more Additional Financing commitments in the form of (x) SAFEs or any other form of equity financing of Horizon, which financing closes and is funded to Horizon prior to the Closing (which we refer to as the Horizon Pre-Closing Financing), (y) backstops against redemptions by Public Shareholders or non-redemption agreements with Public Shareholders, or (z) equity or equity-linked financing of Holdco or DMY, which closes concurrently with the Closing. Holdco will use the proceeds from the PIPE Investment and Additional Financing, together with the proceeds received from the Trust Account, for general corporate purposes, including: (i) to fund operating expenses related to the growth of its business, including for research and development activities, and to support sales and marketing activities, compliance, legal, accounting, facilities and other overhead, and (ii) capital expenditures related to the acquisition of equipment and related components to build its hardware testbed.
Unless waived by Horizon, Horizon’s obligation to consummate the Business Combination is conditioned on the Minimum Cash Condition being met. As of the date of this proxy statement/prospectus, the Minimum Cash Condition is expected to be satisfied through the proceeds of the PIPE Investment.
SAFE Financing
Horizon obtained $3,000,000 of SAFE financing prior to the execution of the Business Combination Agreement. Following the execution of the Business Combination Agreement through the date of this proxy statement/prospectus, Horizon has obtained an additional $4,884,000 of SAFE financing.
PIPE Investment
On December 4, 2025, DMY, Holdco, and Horizon entered into the PIPE Subscription Agreements with the PIPE Investors. Pursuant to the PIPE Subscription Agreements, Holdco has agreed to issue and sell, and the PIPE Investors agreed to subscribe for and purchase, in the PIPE Investment, an aggregate of approximately $110 million of Holdco’s PIPE Shares, at a per share price equal to the Redemption Price.
In connection with the PIPE Subscription Agreement, Holdco, DMY, Horizon and IonQ, one of the PIPE Investors, entered into the IonQ Side Letter, which includes, among other things, certain commercial and governance arrangements between Holdco, Horizon and IonQ. For more information, see “Proposal No. 1 — The Business Combination Proposal — PIPE Investment.”
Closing Conditions
Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) Aggregate Closing Cash equaling or exceeding the sum of transaction expenses (estimated to be $17 million, including deferred underwriting fees payable to the underwriters of DMY’s IPO) plus requisite working capital of $45 million, for a total estimated requirement of $62 million; (ii) the Holdco Class A Ordinary Shares to be issued in connection with the Business Combination having been approved for listing on the Stock Exchange, subject to official notice of issuance; (iii) this registration statement having been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of this registration statement being in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement having been initiated or threatened in writing by the SEC; and (iv) the DMY Shareholder Approval and Horizon Shareholder Approval having
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been obtained. The Minimum Cash Condition described above is for the benefit of Horizon only and is subject to waiver by Horizon. Conditions (ii) through (iv) above are for the benefit of both DMY and Horizon and are subject to waiver by both DMY and Horizon.
For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Closing Conditions.”
Termination
The Business Combination Agreement may be terminated in certain circumstances, including, without limitation: (i) by DMY or Horizon, if the Closing has not occurred by December 29, 2025, provided that if DMY obtains the approval of its shareholders to extend the Combination Period, then such outside date, automatically and without action on the part of any party to the Business Combination Agreement, will be extended for an additional period ending on the last date then in effect for DMY to consummate its initial business combination; (ii) by DMY or Horizon, if an applicable governmental or regulatory authority has issued a final and non-appealable order which permanently restrains or otherwise prohibits the Business Combination, (iii) by DMY or Horizon, if DMY or Horizon, as applicable, has breached any of its respective representations, warranties, agreements or covenants under the Business Combination Agreement, and such breach or failure would render certain conditions precedent to the Closing incapable of being satisfied, and such breach or failure is not cured by the time allotted in the Business Combination Agreement; and (iv) DMY shareholder approval or Horizon shareholder approval is not obtained.
On December 15, 2025, DMY’s shareholders approved an amendment to the DMY Articles to extend the date by which DMY has to consummate its initial business combination from December 29, 2025 to January 29, 2026 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend such date up to five times for an additional one month each time, until up to June 29, 2026. Accordingly, the outside date under the Business Combination was automatically extended to June 29, 2026.
If the Business Combination Agreement is terminated, the agreement will become void, and there will be no liability under the Business Combination Agreement on the part of any party thereto, except for any liability on the part of any party for fraud or willful breach of the Business Combination Agreement. For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Termination; Effectiveness.”
Previous Exercises of Redemption Rights
Pursuant to the DMY Articles, Public Shareholders are entitled to request that DMY redeem all or a portion of his, her or its Public Shares for cash in connection with a proposal to amend the DMY Articles to extend the time period that DMY has to complete a business combination or any other amendment that would affect the substance or timing of DMY’s obligation to redeem Public Shares. DMY amended the DMY Articles on one occasion to extend the time it has to complete a business combination. On January 2, 2024, DMY held a special meeting of shareholders to extend the date by which it must complete a business combination from January 4, 2024 to January 29, 2024, and month to month thereafter up to December 29, 2025, provided that $50,000 is deposited into the Trust Account for each month of the extension. In connection with the extension, 3,980,414 Public Shares were redeemed, representing approximately 37.0% of the Public Shares issued in DMY’s IPO (the “January 2024 Redemptions”). The DMY Board elected to use all twenty-three extensions and, accordingly, Mr. You made an aggregate of $1,191,667 of Contributions pursuant to the Extension Note.
On December 15, 2025, DMY’s shareholders approved the Second Extension, which allows the DMY Board to elect to extend the Combination Period from December 29, 2025 to January 29, 2026 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend such date up to five times for an additional one month each time, until up to June 29, 2026. No further Contributions are required in connection with the Second Extension. In connection with the shareholder approval of the extension, an aggregate of 12,599 Public Shares were redeemed for an aggregate of approximately $147,778, representing approximately 0.5% of the Public Shares then outstanding (the “December 2025 Redemptions”). As of the date of this proxy statement/prospectus, the DMY Board has extended the Combination Period, monthly, through February 28, 2026.
Ownership of Holdco after the Closing
The following table illustrates varying ownership levels of Holdco immediately following the Business Combination.
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The following table excludes the dilutive effect of Holdco Warrants, Holdco Options, and Holdco Class A Ordinary Shares that will initially be available for issuance under the 2026 Plan and ESPP.
|
No Additional Redemptions Scenario |
25% Redemptions Scenario |
50% Redemptions Scenario |
75% Redemptions Scenario |
100% Redemptions Scenario |
||||||||||||||||||||||||||||||||||||||||||||||
|
Pro Forma |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
Holdco |
Holdco |
Percent of |
Percent |
||||||||||||||||||||||||||||||
|
Public |
2,325,987 |
— |
4.3 |
% |
2.5 |
% |
1,744,491 |
— |
3.3 |
% |
1.9 |
% |
1,162,994 |
— |
2.2 |
% |
1.3 |
% |
581,497 |
— |
1.1 |
% |
0.6 |
% |
— |
— |
0.0 |
% |
0.0 |
% |
||||||||||||||||||||
|
Harry You and Sponsor(3) |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.3 |
% |
1.3 |
% |
1,213,267 |
— |
2.4 |
% |
1.3 |
% |
||||||||||||||||||||
|
Other Holders |
416,266 |
— |
0.8 |
% |
0.4 |
% |
416,266 |
— |
0.8 |
% |
0.4 |
% |
416,266 |
— |
0.8 |
% |
0.5 |
% |
416,266 |
— |
0.8 |
% |
0.5 |
% |
416,266 |
— |
0.8 |
% |
0.5 |
% |
||||||||||||||||||||
|
Horizon shareholders (excluding Horizon |
20,211,037 |
— |
37.8 |
% |
21.6 |
% |
20,211,037 |
— |
38.2 |
% |
21.8 |
% |
20,211,037 |
— |
38.6 |
% |
21.9 |
% |
20,211,037 |
— |
39.0 |
% |
22.0 |
% |
20,211,037 |
— |
39.5 |
% |
22.2 |
% |
||||||||||||||||||||
|
Horizon Founder |
— |
19,953,321 |
37.3 |
% |
64.1 |
% |
— |
19,953,321 |
37.7 |
% |
64.5 |
% |
— |
19,953,321 |
38.1 |
% |
64.9 |
% |
— |
19,953,321 |
38.5 |
% |
65.3 |
% |
— |
19,953,321 |
39.0 |
% |
65.7 |
% |
||||||||||||||||||||
|
PIPE Investors |
9,402,680 |
— |
17.5 |
% |
10.1 |
% |
9,402,680 |
— |
17.7 |
% |
10.1 |
% |
9,402,680 |
— |
18.0 |
% |
10.1 |
% |
9,402,680 |
— |
18.3 |
% |
10.3 |
% |
9,402,680 |
— |
18.3 |
% |
10.3 |
% |
||||||||||||||||||||
|
Total |
33,569,237 |
19,953,321 |
100.0 |
% |
100.0 |
% |
32,987,741 |
19,953,321 |
100.0 |
% |
100.0 |
% |
32,406,244 |
19,953,321 |
100.0 |
% |
100.0 |
% |
31,824,747 |
19,953,321 |
100.0 |
% |
100.0 |
% |
31,243,250 |
19,953,321 |
100.0 |
% |
100.0 |
% |
||||||||||||||||||||
____________
* Less than 1%
(1) Each Holdco Class A Ordinary Share will entitle the holder thereof to one (1) vote per share on all matters on which the Holdco Class A Ordinary Shares are entitled to vote, and each Holdco Class B Ordinary Share will entitle the holder thereof to three (3) votes per share on all matters on which the Holdco Class B Ordinary Shares are entitled to vote.
(2) Amount comprises the unredeemed Public Shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of (i) 0 shares under the No Additional Redemptions Scenario, (ii) 581,496 shares under the 25% Redemptions Scenario, (iii) 1,162,993 shares under the 50% Redemptions Scenario, (iv) 1,744,490 shares under the 75% Redemptions Scenario, and (v) 2,325,987 shares under the 100% Redemptions Scenario.
(3) Amount includes 1,163,484 Founder Shares held by Sponsor and 49,783 Holdco Ordinary Shares issuable in respect of Mr. You’s $500,000 SAFE investment in Horizon.
207
Table of Contents
All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms” and, with respect to the determination of the redemptions scenarios in this section. Additionally, the relative percentages above assume the Business Combination was consummated on June 30, 2025. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.
Anticipated Accounting Treatment
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although DMY will acquire all of the outstanding equity interests of Horizon in the Business Combination, DMY will be treated as the “acquired” company and Horizon will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Horizon issuing stock for the net assets of DMY, accompanied by a recapitalization. The net assets of DMY will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Horizon.
Horizon has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the No Redemption Scenario and the 100% Redemptions Scenario:
• The shareholders of Horizon will have the greatest voting interest in Holdco;
• The shareholders of Horizon will have the ability to control decisions regarding election and removal of directors and officers of Holdco;
• Horizon will comprise the ongoing operations of Holdco; and
• Horizon’s existing senior management will be the senior management of Holdco.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption for cash of DMY Public Shares:
• Assuming No Additional Redemptions Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, no Public Shareholders of DMY will exercise redemption rights with respect to the Public Shares for a pro rata share of the funds in the Trust Account.
• Assuming 25% Redemptions Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, 581,496 Public Shares are redeemed for aggregate redemption payments of S$8.7 million, assuming a S$14.94 per share redemption price as of December 31, 2025. This scenario includes all adjustments contained in the “no additional redemptions” scenario and presents additional adjustments to reflect the effect of the 25% redemptions.
• Assuming 50% Redemptions Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, 1,162,993 Public Shares are redeemed for aggregate redemption payments of S$17.4 million, assuming a S$14.94 per share redemption price as of December 31, 2025. This scenario includes all adjustments contained in the “no additional redemptions” scenario and presents additional adjustments to reflect the effect of the 50% redemptions.
• Assuming 75% Redemption Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, 1,744,490 Public Shares are redeemed for aggregate redemption payments of S$26.1 million, assuming a S$14.94 per share redemption price as of December 31, 2025. This scenario includes all adjustments contained in the “no additional redemptions” scenario and presents additional adjustments to reflect the effect of the 75% redemptions.
• Assuming 100% Redemptions Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, 2,325,987 Public Shares are redeemed for aggregate redemption payments of S$34.7 million, assuming a S$14.94 per share redemption price as of December 31, 2025. This scenario includes all adjustments contained in the “no additional redemptions” scenario and presents additional adjustments to reflect the effect of the 100% redemptions. A 100% redemptions scenario is possible because the PIPE Investment is expected to be sufficient to satisfy the Minimum Cash Condition.
208
Table of Contents
The following unaudited pro forma condensed combined balance sheet as of June 30, 2025, and the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024, are based on the audited historical financial statements of DMY and Horizon. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information and include immaterial rounding differences.
209
Table of Contents
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2025
|
Horizon |
DMY |
No Additional Redemptions |
25% Redemptions Scenario |
50% Redemptions Scenario |
75% Redemptions Scenario |
100% Redemptions Scenario |
||||||||||||||||||||||||
|
Transaction |
Pro Forma |
Transaction |
Pro Forma |
Transaction |
Pro Forma |
Transaction |
Pro Forma |
Transaction |
Pro Forma |
|||||||||||||||||||||
|
ASSETS |
|
|
|
|
|
|||||||||||||||||||||||||
|
Current assets |
|
|
|
|
|
|||||||||||||||||||||||||
|
Cash and cash equivalents |
S$919,104 |
S$443 |
S$34,739,760 |
|
C |
S$159,840,197 |
S$(8,684,929 |
) |
G |
S$151,068,419 |
S$(8,684,944 |
) |
G |
S$142,296,626 |
S$(8,684,943 |
) |
G |
S$133,524,834 |
S$(8,684,944 |
) |
G |
S$124,753,041 |
||||||||
|
(18,968,059 |
) |
D |
(86,849 |
) |
N |
(86,849 |
) |
N |
(86,849 |
) |
N |
(86,849 |
) |
N |
||||||||||||||||
|
140,433,659 |
|
J |
|
|
|
|
||||||||||||||||||||||||
|
699,545 |
|
K |
|
|
|
|
||||||||||||||||||||||||
|
(8,011,915 |
) |
L |
|
|
|
|
||||||||||||||||||||||||
|
10,027,660 |
|
M |
|
|
|
|
||||||||||||||||||||||||
|
Prepaid expenses |
1,120,191 |
269,110 |
1,876,053 |
|
D |
3,265,354 |
— |
|
3,265,354 |
— |
|
3,265,354 |
— |
|
3,265,354 |
— |
|
3,265,354 |
||||||||||||
|
Total current assets |
2,039,295 |
269,553 |
160,796,703 |
|
163,105,551 |
(8,771,778 |
) |
154,333,773 |
(8,771,793 |
) |
145,561,980 |
(8,771,792 |
) |
136,790,188 |
(8,771,793 |
) |
128,018,395 |
|||||||||||||
|
Non-current assets |
|
|
|
|
|
|||||||||||||||||||||||||
|
Cash and Investments held in Trust Account |
33,935,397 |
(34,739,760 |
) |
C |
— |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
— |
|||||||||||||
|
992,322 |
|
B |
|
|
|
|
||||||||||||||||||||||||
|
(187,959 |
) |
A |
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Property and equipment, |
2,976,497 |
— |
— |
|
2,976,497 |
— |
|
2,976,497 |
— |
|
2,976,497 |
— |
|
2,976,497 |
— |
|
2,976,497 |
|||||||||||||
|
Intangible, net |
31,648 |
— |
— |
|
31,648 |
— |
|
31,648 |
— |
|
31,648 |
— |
|
31,648 |
— |
|
31,648 |
|||||||||||||
|
Right of use assets |
569,718 |
— |
— |
|
569,718 |
— |
|
569,718 |
— |
|
569,718 |
— |
|
569,718 |
— |
|
569,718 |
|||||||||||||
|
Security Deposits |
190,792 |
— |
— |
|
190,792 |
— |
|
190,792 |
— |
|
190,792 |
— |
|
190,792 |
— |
|
190,792 |
|||||||||||||
|
Total non-current assets |
3,768,655 |
33,935,397 |
(33,935,397 |
) |
3,768,655 |
— |
|
3,768,655 |
— |
|
3,768,655 |
— |
|
3,768,655 |
— |
|
3,768,655 |
|||||||||||||
|
Total assets |
S$5,807,950 |
S$34,204,950 |
S$126,861,306 |
|
S$166,874,206 |
S$(8,771,778 |
) |
S$158,102,428 |
S$(8,771,793 |
) |
S$149,330,635 |
S$(8,771,792 |
) |
S$140,558,843 |
S$(8,771,793 |
) |
S$131,787,050 |
|||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||
|
LIABILITIES |
|
|
|
|
|
|||||||||||||||||||||||||
|
Current liabilities |
|
|
|
|
|
|||||||||||||||||||||||||
|
Accounts Payable |
S$— |
S$610,602 |
S$(419,218 |
) |
D |
S$191,384 |
S$— |
|
S$191,384 |
S$— |
|
S$191,384 |
S$— |
|
S$191,384 |
S$— |
|
S$191,384 |
||||||||||||
|
Accrued Expenses |
— |
2,110,419 |
(1,844,280 |
) |
D |
266,139 |
— |
|
266,139 |
— |
|
266,139 |
— |
|
266,139 |
— |
|
266,139 |
||||||||||||
|
Other payables |
354,760 |
— |
|
354,760 |
— |
|
354,760 |
— |
|
354,760 |
— |
|
354,760 |
— |
|
354,760 |
||||||||||||||
|
Operating lease liabilities |
366,032 |
— |
|
366,032 |
— |
|
366,032 |
— |
|
366,032 |
— |
|
366,032 |
— |
|
366,032 |
||||||||||||||
|
Convertible note – related parties |
— |
1,197,706 |
317,975 |
|
B |
— |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
— |
||||||||||||
|
(1,515,681 |
) |
L |
|
|
|
|
||||||||||||||||||||||||
|
Advances from related |
— |
1,778,121 |
699,545 |
|
K |
— |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
— |
||||||||||||
|
(2,477,666 |
) |
L |
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Corporate tax payable |
— |
536,645 |
|
536,645 |
— |
|
536,645 |
— |
|
536,645 |
— |
|
536,645 |
— |
|
536,645 |
||||||||||||||
|
Income tax payable |
— |
— |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
— |
|||||||||||||
|
Total current liabilities |
720,792 |
6,233,493 |
(5,239,325 |
) |
1,714,960 |
— |
|
1,714,960 |
— |
|
1,714,960 |
— |
|
1,714,960 |
— |
|
1,714,960 |
|||||||||||||
|
Non-current liabilities |
|
|
|
|
|
|||||||||||||||||||||||||
|
Overfunding loans |
— |
1,205,570 |
(1,205,570 |
) |
L |
— |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
— |
||||||||||||
|
Derivative warrant |
— |
14,683,259 |
|
14,683,259 |
— |
|
14,683,259 |
— |
|
14,683,259 |
— |
|
14,683,259 |
— |
|
14,683,259 |
||||||||||||||
|
Deferred underwriting commissions |
— |
2,812,998 |
(2,812,998 |
) |
L |
— |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
— |
||||||||||||
|
Operating lease liabilities, non-current |
267,379 |
— |
|
|
267,379 |
— |
|
267,379 |
— |
|
267,379 |
— |
|
267,379 |
— |
|
267,379 |
|||||||||||||
|
Total non-current |
267,379 |
18,701,827 |
(4,018,568 |
) |
14,950,638 |
— |
|
14,950,638 |
— |
|
14,950,638 |
— |
|
14,950,638 |
— |
|
14,950,638 |
|||||||||||||
|
Total liabilities |
988,171 |
24,935,320 |
(9,257,893 |
) |
16,665,598 |
— |
|
16,665,598 |
— |
|
16,665,598 |
— |
|
16,665,598 |
— |
|
16,665,598 |
|||||||||||||
210
Table of Contents
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2025 — (Continued)
|
Horizon |
DMY |
No Additional Redemptions |
25% Redemptions Scenario |
50% Redemptions Scenario |
75% Redemptions Scenario |
100% Redemptions Scenario |
||||||||||||||||||||||||||||||
|
Transaction |
Pro Forma |
Transaction |
Pro Forma |
Transaction |
Pro Forma |
Transaction |
Pro Forma |
Transaction |
Pro Forma |
|||||||||||||||||||||||||||
|
Class A ordinary shares subject to possible redemption |
— |
33,808,207 |
|
(34,739,760 |
) |
G |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
||||||||||||
|
|
1,119,512 |
|
B |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
(187,959 |
) |
A |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
|
Seed Preferred Shares |
1,150,000 |
— |
|
(1,150,000 |
) |
E |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
||||||||||||
|
|
10,027,660 |
|
M |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
(10,027,660 |
) |
E |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Seed Plus Preferred Shares |
3,349,184 |
— |
|
(3,349,184 |
) |
E |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
||||||||||||
|
Series A Preferred Shares |
24,362,849 |
— |
|
(24,362,849 |
) |
E |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
||||||||||||
|
Horizon Ordinary Shares |
5,000 |
— |
|
(5,000 |
) |
E |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
||||||||||||
|
Holdco Class A Ordinary Shares |
— |
— |
|
23,400,854 |
|
E |
163,835,010 |
|
(74 |
) |
G |
163,834,936 |
|
(74 |
) |
G |
163,834,862 |
|
(73 |
) |
G |
163,834,789 |
|
(74 |
) |
G |
163,834,715 |
|
||||||||
|
|
497 |
|
I |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
140,433,659 |
|
J |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Holdco Class B Ordinary Shares |
— |
— |
|
23,045,698 |
|
E |
23,045,698 |
|
— |
|
23,045,698 |
|
— |
|
23,045,698 |
|
— |
|
23,045,698 |
|
— |
|
23,045,698 |
|
||||||||||||
|
DMY Preferred Stock |
— |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
DMY Class A Common Stock |
— |
— |
|
296 |
|
G |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
||||||||||||
|
|
201 |
|
H |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
(497 |
) |
I |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
DMY Class B Common |
— |
201 |
|
(201 |
) |
H |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Additional paid-in capital |
7,551,859 |
— |
|
(3,244,832 |
) |
D |
— |
|
(8,684,855 |
) |
G |
— |
|
(8,684,870 |
) |
G |
— |
|
(8,684,870 |
) |
G |
— |
|
(8,684,870 |
) |
G |
— |
|
||||||||
|
|
(7,551,859 |
) |
E |
|
(86,849 |
) |
N |
|
(86,849 |
) |
N |
|
(86,849 |
) |
N |
|
(86,849 |
) |
N |
|
||||||||||||||||
|
|
(36,567,619 |
) |
F |
|
8,771,704 |
|
O |
|
8,771,719 |
|
O |
|
8,771,719 |
|
O |
|
8,771,719 |
|
O |
|
||||||||||||||||
|
|
34,739,464 |
|
G |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
5,072,987 |
|
O |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Accumulated deficit |
(31,744,326) |
(24,538,778) |
|
674,347 |
|
B |
(36,817,313 |
) |
(8,771,704 |
) |
O |
(45,589,017 |
) |
(8,771,719 |
) |
O |
(54,360,736 |
) |
(8,771,719 |
) |
O |
(63,132,455 |
) |
(8,771,719 |
) |
O |
(71,904,174 |
) |
||||||||
|
|
(1,119,512 |
) |
B |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
(11,583,676 |
) |
D |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
36,567,619 |
|
F |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
(5,072,987 |
) |
O |
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Accumulated other comprehensive income |
145,213 |
— |
|
— |
|
145,213 |
|
— |
|
145,213 |
|
— |
|
145,213 |
|
— |
|
145,213 |
|
— |
|
145,213 |
|
|||||||||||||
|
Total equity |
4,819,779 |
(24,538,577 |
) |
169,927,406 |
|
150,208,608 |
|
(8,771,778 |
) |
141,436,830 |
|
(8,771,793 |
) |
132,665,037 |
|
(8,771,792 |
) |
123,893,245 |
|
(8,771,793 |
) |
115,121,452 |
|
|||||||||||||
|
Total equity and liabilities |
S$5,807,950 |
S$34,204,950 |
|
S$126,861,306 |
|
S$166,874,206 |
|
S$(8,771,778 |
) |
S$158,102,428 |
|
S$(8,771,793 |
) |
S$149,330,635 |
|
S$(8,771,792 |
) |
S$140,558,843 |
|
S$(8,771,793 |
) |
S$131,787,050 |
|
|||||||||||||
211
Table of Contents
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
(1) Derived from the unaudited consolidated balance sheet of Horizon as of June 30, 2025.
(2) Derived from the unaudited balance sheet of DMY as of June 30, 2025.
(A) Reflects the redemption of 12,599 DMY Class A ordinary shares at approximately S$14.92 per share for an aggregate redemption payment of S$0.2 million in December 2025.
(B) Reflects the recognition of interest income in the Trust Account through December 31, 2025, of S$0.7 million, the extension deposits paid into the Trust Account through December 31, 2025, of S$0.3 million and the adjustment to common shares subject to redemption of S$1.1 million.
(C) Reflects the liquidation and reclassification of S$34.7 million of funds in the Trust Account to cash that becomes available upon the closing of the Business Combination.
(D) Represents preliminary estimated transaction costs expected to be incurred by DMY of approximately S$15.7 million (excluding deferred underwriting fee of approximately S$2.8 million), and Horizon of approximately S$3.4 million.
For the DMY transaction costs, S$2.2 million of these fees have been accrued and no fees have been paid as of the pro forma balance sheet date, S$1.9 million of these fees related to the D&O insurance premium have been recorded to prepaid expenses, and S$11.6 million is recorded as an adjustment to accumulated losses. The DMY estimated transaction costs exclude the deferred underwriting fee included in (L) below.
For the Horizon transaction costs, S$0.2 million of these fees have been paid and S$0.05 million of these fees have been accrued as of the pro forma balance sheet date. The amount of S$3.2 million is included as an adjustment to additional paid-in capital.
(E) Represents the exchange of Horizon’s Preferred and Ordinary shares and the SAFE shares (see disclosure for SAFE shares in footnote M below) and the issuance of 20,260,820 Holdco Class A Ordinary Shares and 19,953,321 Holdco Class B Ordinary Shares upon the Business Combination.
(F) Reflects the elimination of DMY’s historical accumulated losses after recording the transaction costs to be incurred by DMY as described in (D) above and the adjustment of ordinary shares subject to redemption and the interest earned in the Trust Account subsequent to June 30, 2025 as described in (B) above.
(G) • Assuming No Additional Redemptions Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, no Public Shareholders of DMY will exercise redemption rights with respect to the Public Shares for a pro rata share of the funds in the Trust Account.
• Assuming 25% Redemptions Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, 581,496 Public Shares are redeemed for aggregate redemption payments of S$8.7 million, assuming a S$14.94 per share redemption price as of December 31, 2025. This scenario includes all adjustments contained in the “no additional redemptions” scenario and presents additional adjustments to reflect the effect of the 25% redemptions.
• Assuming 50% Redemptions Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, 1,162,993 Public Shares are redeemed for aggregate redemption payments of S$17.4 million, assuming a S$14.94 per share redemption price as of December 31, 2025. This scenario includes all adjustments contained in the “no additional redemptions” scenario and presents additional adjustments to reflect the effect of the 50% redemptions.
• Assuming 75% Redemption Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, 1,744,490 Public Shares are redeemed for aggregate redemption payments of S$26.1 million, assuming a S$14.94 per share redemption price
212
Table of Contents
as of December 31, 2025. This scenario includes all adjustments contained in the “no additional redemptions” scenario and presents additional adjustments to reflect the effect of the 75% redemptions.
• Assuming 100% Redemptions Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, 2,325,987 Public Shares are redeemed for aggregate redemption payments of S$34.7 million, assuming a S$14.94 per share redemption price as of December 31, 2025. This scenario includes all adjustments contained in the “no additional redemptions” scenario and presents additional adjustments to reflect the effect of the 100% redemptions. A 100% redemptions scenario is possible because the PIPE Investment is expected to be sufficient to satisfy the Minimum Cash Condition.
(H) Reflects the conversion of DMY Class B Shares into DMY Class A Shares at the consummation of the Business Combination.
(I) Reflects the conversion of DMY Class A Shares into Holdco Class A Ordinary Shares at the closing of the Business Combination.
(J) Reflects the recognition of PIPE proceeds of S$140.4 million.
(K) Reflects the receipt of additional advances from related parties subsequent to June 30, 2025.
(L) Reflects the repayment of the deferred underwriting fee of S$2.8 million, the payment of DMY advances from related parties of S$2.5 million, the payment of DMY convertible notes — related parties of S$1.5 million, and the payment of DMY overfunding loans of S$1.2 million upon the consummation of the Business Combination.
(M) Reflects the conversion of an aggregate of S$10.0 million (or $7.9 million) of SAFEs into 319,005 SPAC preference shares. Horizon received S$5.1 million (or $4 million), S$1.8 million (or $1.4 million), and S$3.1 million (or $2.5 million) from proceeds of SAFEs in July, November, and December, respectively.
(N) Reflects the payment of excise tax of 1% of redemption proceeds in connection with levels of redemptions of DMY Public Shares in each scenario.
(O) Reflects the reclassification among equity to avoid negative additional paid-in capital.
213
Table of Contents
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
|
Horizon |
DMY |
No Additional Redemptions Scenario |
25% Redemptions Scenario |
50% Redemptions Scenario |
75% Redemptions Scenario |
100% Redemptions Scenario |
||||||||||||||||||||||||||||||||||||||
|
Transaction |
Pro Forma |
Transaction |
Pro Forma |
Transaction |
Pro Forma |
Transaction |
Pro Forma |
Transaction |
Pro Forma |
|||||||||||||||||||||||||||||||||||
|
Revenue |
S$ 50,000 |
|
S$ — |
|
S$ — |
|
S$ 50,000 |
|
S$ — |
S$ 50,000 |
|
S$ — |
S$ 50,000 |
|
S$ — |
S$ 50,000 |
|
S$ — |
S$ 50,000 |
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Research and |
5,885,378 |
|
— |
|
|
5,885,378 |
|
— |
5,885,378 |
|
— |
5,885,378 |
|
— |
5,885,378 |
|
— |
5,885,378 |
|
|||||||||||||||||||||||||
|
Selling and marketing |
784,802 |
|
— |
|
|
784,802 |
|
— |
784,802 |
|
— |
784,802 |
|
— |
784,802 |
|
— |
784,802 |
|
|||||||||||||||||||||||||
|
General and administrative costs |
2,835,474 |
|
1,682,420 |
|
(79,424 |
) |
BB |
4,438,470 |
|
— |
4,438,470 |
|
— |
4,438,470 |
|
— |
4,438,470 |
|
— |
4,438,470 |
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Corporate tax expenses (benefits) |
|
(4,329 |
) |
— |
|
(4,329 |
) |
— |
(4,329 |
) |
— |
(4,329 |
) |
— |
(4,329 |
) |
— |
(4,329 |
) |
|||||||||||||||||||||||||
|
Depreciation and amortization |
462,608 |
|
— |
|
— |
|
462,608 |
|
— |
462,608 |
|
— |
462,608 |
|
— |
462,608 |
|
— |
462,608 |
|
||||||||||||||||||||||||
|
Total operating expenses |
9,968,262 |
|
1,678,091 |
|
(79,424 |
) |
11,566,929 |
|
— |
11,566,929 |
|
— |
11,566,929 |
|
— |
11,566,929 |
|
— |
11,566,929 |
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Loss from operations |
(9,918,262 |
) |
(1,678,091 |
) |
79,424 |
|
(11,566,929 |
) |
— |
(11,566,929 |
) |
— |
(11,566,929 |
) |
— |
(11,566,929 |
) |
— |
(11,566,929 |
) |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Other income (expense): |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
Interest income on operating account |
— |
|
127 |
|
— |
|
127 |
|
— |
127 |
|
— |
127 |
|
— |
127 |
|
— |
127 |
|
||||||||||||||||||||||||
|
Interest income on investments held in Trust Account |
— |
|
705,304 |
|
(705,304 |
) |
AA |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
|||||||||||||||||||||||
|
Change in fair value of derivative warrant liabilities |
— |
|
(13,361,488 |
) |
— |
|
(13,361,488 |
) |
— |
(13,361,488 |
) |
— |
(13,361,488 |
) |
— |
(13,361,488 |
) |
— |
(13,361,488 |
) |
||||||||||||||||||||||||
|
Interest expense |
(6,395 |
) |
— |
|
— |
|
(6,395 |
) |
— |
(6,395 |
) |
— |
(6,395 |
) |
— |
(6,395 |
) |
— |
(6,395 |
) |
||||||||||||||||||||||||
|
Other income |
66,172 |
|
— |
|
— |
|
66,172 |
|
— |
66,172 |
|
— |
66,172 |
|
— |
66,172 |
|
— |
66,172 |
|
||||||||||||||||||||||||
|
Foreign exchange (loss) gain |
(405,699 |
) |
— |
|
|
|
(405,699 |
) |
— |
(405,699 |
) |
— |
(405,699 |
) |
— |
(405,699 |
) |
|
(405,699 |
) |
||||||||||||||||||||||||
|
Other income (expense): |
(345,922 |
) |
(12,656,057 |
) |
(705,304 |
) |
(13,707,283 |
) |
— |
(13,707,283 |
) |
— |
(13,707,283 |
) |
— |
(13,707,283 |
) |
— |
(13,707,283 |
) |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Net loss before provision for income taxes |
(10,264,184 |
) |
(14,334,148 |
) |
(625,880 |
) |
(25,224,212 |
) |
— |
(25,224,212 |
) |
— |
(25,224,212 |
) |
— |
(25,224,212 |
) |
— |
(25,224,212 |
) |
||||||||||||||||||||||||
|
Provision for income |
— |
|
135,859 |
|
(135,859 |
) |
CC |
— |
|
|
|
|
|
|
|
|
|
|
— |
— |
|
|||||||||||||||||||||||
|
Net loss |
S$(10,264,184 |
) |
S$(14,470,007 |
) |
S$(490,021 |
) |
S$(25,224,212 |
) |
S$ — |
S$(25,224,212 |
) |
S$ — |
S$(25,224,212 |
) |
S$ — |
S$(25,224,212 |
) |
S$ — |
S$(25,224,212 |
) |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Basic and diluted net income per share |
|
|
S$ (3.69 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Pro forma weighted average number of shares outstanding – basic and diluted |
|
|
|
33,569,237 |
|
(2) |
32,987,741 |
|
(2) |
32,406,244 |
|
(2) |
31,824,747 |
|
(2) |
31,243,250 |
|
(2) |
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
|
Pro forma loss per share – basic and diluted |
|
|
|
S$ (0.75 |
) |
S$ (0.76 |
) |
S$ (0.78 |
) |
S$ (0.79 |
) |
S$(0.81 |
) |
|||||||||||||||||||||||||||||||
214
Table of Contents
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
(1) Derived from the unaudited consolidated statement of operations of Horizon for the six months ended June 30, 2025.
(2) Derived from the unaudited statement of operations of DMY for the six months ended June 30, 2025.
(AA) Represents an adjustment to eliminate interest earned on marketable securities held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2024.
(BB) Represents an adjustment to eliminate administrative service fees that will cease at the Business Combination.
(CC) Reflects the elimination of the tax expense resulting from the interest income earned in the Trust account after giving effect to the Business Combination as if it had occurred on January 1, 2024.
215
Table of Contents
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
|
DMY |
No Additional Redemptions Scenario |
25% Redemptions Scenario |
50% Redemptions Scenario |
75% Redemptions Scenario |
100% Redemptions Scenario |
|||||||||||||||||||||||||||||||||||||
|
Horizon |
Transaction |
Pro Forma |
Transaction |
Pro Forma |
Transaction |
Pro Forma |
Transaction |
Pro Forma |
Transaction |
Pro Forma |
||||||||||||||||||||||||||||||||
|
Revenue |
S$360,000 |
|
S$— |
|
S$— |
|
S$360,000 |
|
S$— |
S$360,000 |
|
S$— |
S$360,000 |
|
S$— |
S$360,000 |
|
S$— |
S$360,000 |
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
— |
|
||||||||||||||||||||||||||||||||||
|
Research and development |
3,458,218 |
|
— |
|
— |
|
3,458,218 |
|
— |
3,458,218 |
|
— |
3,458,218 |
|
— |
3,458,218 |
|
— |
3,458,218 |
|
||||||||||||||||||||||
|
Selling and marketing |
986,566 |
|
— |
|
— |
|
986,566 |
|
— |
986,566 |
|
— |
986,566 |
|
— |
986,566 |
|
— |
986,566 |
|
||||||||||||||||||||||
|
General and administrative |
2,911,370 |
|
1,454,434 |
|
11,583,676 |
|
CC |
15,789,123 |
|
— |
15,789,123 |
|
— |
15,789,123 |
|
— |
15,789,123 |
|
— |
15,789,123 |
|
|||||||||||||||||||||
|
|
|
(160,357 |
) |
BB |
|
|
— |
|
— |
|
— |
|
||||||||||||||||||||||||||||||
|
Corporate tax expenses |
— |
|
63,025 |
|
— |
|
63,025 |
|
— |
63,025 |
|
— |
63,025 |
|
— |
63,025 |
|
— |
63,025 |
|
||||||||||||||||||||||
|
Depreciation and |
855,249 |
|
— |
|
— |
|
855,249 |
|
— |
855,249 |
|
— |
855,249 |
|
— |
855,249 |
|
— |
855,249 |
|
||||||||||||||||||||||
|
Total operating expenses |
8,211,403 |
|
1,517,459 |
|
11,423,319 |
|
21,152,181 |
|
— |
21,152,181 |
|
— |
21,152,181 |
|
— |
21,152,181 |
|
— |
21,152,181 |
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Loss from operations |
(7,851,403 |
) |
(1,517,459 |
) |
(11,423,319 |
) |
(20,792,181 |
) |
— |
(20,792,181 |
) |
— |
(20,792,181 |
) |
— |
(20,792,181 |
) |
— |
(20,792,181 |
) |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Other income (expense): |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
Interest income on operating account |
— |
|
589 |
|
|
589 |
|
— |
589 |
|
— |
589 |
|
— |
589 |
|
— |
589 |
|
|||||||||||||||||||||||
|
Interest income on investments held in |
— |
|
1,729,365 |
|
(1,729,365 |
) |
AA |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
— |
— |
|
|||||||||||||||||||||
|
Change in fair value of |
— |
|
(726,910 |
) |
|
(726,910 |
) |
— |
(726,910 |
) |
— |
(726,910 |
) |
— |
(726,910 |
) |
— |
(726,910 |
) |
|||||||||||||||||||||||
|
Interest expense |
(49,457 |
) |
— |
|
— |
|
(49,457 |
) |
— |
(49,457 |
) |
— |
(49,457 |
) |
— |
(49,457 |
) |
— |
(49,457 |
) |
||||||||||||||||||||||
|
Other income |
124,085 |
|
— |
|
— |
|
124,085 |
|
124,085 |
|
124,085 |
|
124,085 |
|
124,085 |
|
||||||||||||||||||||||||||
|
Foreign exchange (loss) |
293,601 |
|
— |
|
|
|
293,601 |
|
|
293,601 |
|
|
293,601 |
|
|
293,601 |
|
|
293,601 |
|
||||||||||||||||||||||
|
Other income (expense): |
368,229 |
|
1,003,044 |
|
(1,729,365 |
) |
(358,092 |
) |
— |
(358,092 |
) |
— |
(358,092 |
) |
— |
(358,092 |
) |
— |
(358,092 |
) |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Net loss before provision for income taxes |
(7,483,174 |
) |
(514,415 |
) |
(13,152,684 |
) |
(21,150,273 |
) |
— |
(21,150,273 |
) |
(21,150,273 |
) |
(21,150,273 |
) |
— |
(21,150,273 |
) |
||||||||||||||||||||||||
|
Provision for income taxes |
— |
|
580,567 |
|
(580,567 |
) |
DD |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|||||||||||||||||||||
|
Net loss |
S$(7,483,174 |
) |
S$(1,094,982 |
) |
S$(12,572,117 |
) |
S$(21,150,273 |
) |
S$— |
S$(21,150,273 |
) |
S$— |
S$(21,150,273 |
) |
S$— |
S$(21,150,273 |
) |
S$— |
S$(21,150,273 |
) |
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Basic and diluted net income per share |
|
S$(0.28 |
) |
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Pro forma weighted average number of shares outstanding – basic and diluted |
|
|
|
33,569,237 |
|
32,987,741 |
|
(1) |
32,406,244 |
|
(1) |
31,824,747 |
|
(1) |
31,243,250 |
|
(1) |
|||||||||||||||||||||||||
|
Pro forma income per share – basic and diluted |
|
|
|
S$(0.63 |
) |
S$(0.64 |
) |
S$(0.65 |
) |
S$(0.66 |
) |
S$(0.68 |
) |
|||||||||||||||||||||||||||||
216
Table of Contents
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
(1) Derived from the audited consolidated statement of operations of Horizon for the year ended December 31, 2024.
(2) Derived from the audited statement of operations of DMY for the year ended December 31, 2024.
(AA) Represents an adjustment to eliminate interest earned on marketable securities held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2024.
(BB) Represents an adjustment to eliminate administrative service fees that will cease at the Business Combination.
(CC) Represents the effect of the pro forma balance sheet adjustment presented in (D) above for the direct, incremental costs of the Business Combination expected to be incurred by DMY. As these costs are directly related to the Business Combination, they are not expected to recur in the income of Holdco beyond 12 months after the Business Combination.
(DD) Reflects the elimination of the tax expense resulting from the interest income earned in the Trust account after giving effect to the Business Combination as if it had occurred on January 1, 2024.
217
Table of Contents
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Basis of Presentation
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP as Horizon has been determined to be the accounting acquirer, primarily due to the fact that Horizon’s shareholders will continue to control Holdco. Under this method of accounting, although DMY will acquire all of the outstanding equity interests of Horizon in the Business Combination, DMY will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Horizon issuing stock for the net assets of DMY, accompanied by a recapitalization. The net assets of DMY will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Horizon.
The unaudited pro forma condensed combined balance sheet as of June 30, 2025, assumes that the Business Combination and related transactions occurred on June 30, 2025. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024, presents pro forma effect to the Business Combination as if it had been completed on January 1, 2024.
The unaudited pro forma condensed combined balance sheet as of June 30, 2025, has been prepared using, and should be read in conjunction with, the following:
• DMY’s unaudited balance sheet as of June 30, 2025 and the related notes for the six months ended June 30, 2025, as filed on Form 10-Q on August 27, 2025; and
• Horizon’s unaudited consolidated balance sheet as of June 30, 2025 and the related notes for the six months ended June 30, 2025, included elsewhere in this proxy statement/prospectus.
The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025, and for the year ended December 31, 2024, have been prepared using, and should be read in conjunction with, the following:
• DMY’s unaudited statement of operations for the six months ended June 30, 2025, and DMY’s audited statement of operations for the year ended December 31, 2024, and the related notes, included elsewhere in this proxy statement/prospectus; and
• Horizon’s unaudited statement of operations for the six months ended June 30, 2025, and Horizon’s audited consolidated statement of operations for the year ended December 31, 2024, and the related notes, included elsewhere in this proxy statement/prospectus.
The historical financial statements of DMY have been translated into and are presented in SGD using the following exchange rates:
• at the period exchange rate as of June 30, 2025, of US$1.00 to SGD$1.2719 for the balance sheet;
• at the average exchange rate for the six months ended June 30, 2025, of US$1.00 to SGD$1.3237 for the statement of operations ending on that date;
• the average exchange rate for the year ended December 31, 2024, of US$1.00 to SGD$1.3363 for the statement of operations for the period ending on that date.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of DMY Public Shares:
• Assuming No Additional Redemptions Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, no Public Shareholders of DMY will exercise redemption rights with respect to the Public Shares for a pro rata share of the funds in the Trust Account.
218
Table of Contents
• Assuming 25% Redemptions Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, 581,496 Public Shares are redeemed for aggregate redemption payments of S$8.7 million, assuming a S$14.94 per share redemption price as of December 31, 2025. This scenario includes all adjustments contained in the “no additional redemptions” scenario and presents additional adjustments to reflect the effect of the 25% redemptions.
• Assuming 50% Redemptions Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, 1,162,993 Public Shares are redeemed for aggregate redemption payments of S$17.4 million, assuming a S$14.94 per share redemption price as of December 31, 2025. This scenario includes all adjustments contained in the “no additional redemptions” scenario and presents additional adjustments to reflect the effect of the 50% redemptions.
• Assuming 75% Redemption Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, 1,744,490 Public Shares are redeemed for aggregate redemption payments of S$26.1 million, assuming a S$14.94 per share redemption price as of December 31, 2025. This scenario includes all adjustments contained in the “no additional redemptions” scenario and presents additional adjustments to reflect the effect of the 75% redemptions.
• Assuming 100% Redemptions Scenario: This presentation assumes that, after the January 2024 Redemptions and the December 2025 Redemptions, 2,325,987 Public Shares are redeemed for aggregate redemption payments of S$34.7 million, assuming a S$14.94 per share redemption price as of December 31, 2025. This scenario includes all adjustments contained in the “no additional redemptions” scenario and presents additional adjustments to reflect the effect of the 100% redemptions. A 100% redemptions scenario is possible because the PIPE Investment is expected to be sufficient to satisfy the Minimum Cash Condition.
As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.
The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that DMY believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. DMY believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of Holdco would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Holdco. They should be read in conjunction with the historical financial statements and notes thereto of DMY and Horizon.
Accounting Policies
Upon consummation of the Business Combination, management of Holdco will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management of Holdco may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of Holdco. Based on its initial analysis, management of Holdco did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
219
Table of Contents
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the Transaction Accounting Adjustments and present the Management’s Adjustments. DMY has elected not to present Management’s Adjustments and is only presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to include all necessary Transaction Accounting Adjustments pursuant to Article 11 of Regulation S-X, including those that are not expected to have a continuing impact.
The unaudited and audited historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to Transaction Accounting Adjustments that reflect the accounting for the transaction under GAAP. Horizon and DMY have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The pro forma combined statement of operations does not reflect a provision for income taxes or any amounts that would have resulted had Holdco filed consolidated income tax returns during the period presented. The pro forma condensed combined balance sheet does not reflect the deferred taxes of Holdco as a result of the Business Combination. Since it is likely that Holdco will record a valuation allowance against the total U.S. and state deferred tax assets given the net operating losses as the recoverability of the tax assets is uncertain, the tax provision is zero.
DMY expects that the redemption event and closing of the Business Combination will both occur during 2026. The extent of the Excise Tax that may be incurred would depend on a number of factors, including (i) the fair market value of the DMY Class A Shares redeemed, (ii) the extent such redemptions could be treated as dividends and not repurchases, (iii) the nature and amount of the equity issued, if any, by DMY within the same taxable year of the redemption treated as a repurchase of stock (although it is not currently expected that this reduction would be available with respect to redemptions of DMY Class A Shares by DMY and the issuance of Holdco Class A Ordinary Shares by Holdco in connection with the Business Combination), and (iv) the content of any forthcoming regulations and other guidance from the U.S. Department of the Treasury. Because of this uncertainty, the pro forma financial statements do not reflect any accrual/payment of such tax. However, see “Risk Factors — The 1% U.S. federal excise tax is expected to be imposed on DMY in connection with redemptions of DMY Class A Shares” for more information.
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of Holdco Ordinary Shares outstanding, assuming the Business Combination occurred on January 1, 2024.
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Table of Contents
The unaudited pro forma condensed combined financial information has been prepared assuming five alternative levels of redemption for cash of DMY Public Shares for the six months ended June 30, 2025 and for the year ended December 31, 2024:
|
No Additional |
25% |
50% |
75% |
100% |
||||||||||||||||
|
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the six months ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net loss |
$ |
(25,224,212 |
) |
$ |
(25,224,212 |
) |
$ |
(25,224,212 |
) |
$ |
(25,224,212 |
) |
$ |
(25,224,212 |
) |
|||||
|
Weighted average shares outstanding – basic and diluted(1) |
|
33,569,237 |
|
|
32,987,741 |
|
|
32,406,244 |
|
|
31,824,747 |
|
|
31,243,250 |
|
|||||
|
Basic and diluted net loss per share |
$ |
(0.75 |
) |
$ |
(0.76 |
) |
$ |
(0.78 |
) |
$ |
(0.79 |
) |
$ |
(0.81 |
) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the year ended December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net loss |
$ |
(21,150,273 |
) |
$ |
(21,150,273 |
) |
$ |
(21,150,273 |
) |
$ |
(21,150,273 |
) |
$ |
(21,150,273 |
) |
|||||
|
Weighted average shares outstanding – basic and diluted(1) |
|
33,569,237 |
|
|
32,987,741 |
|
|
32,406,244 |
|
|
31,824,747 |
|
|
31,243,250 |
|
|||||
|
Basic and diluted net loss per share |
$ |
(0.63 |
) |
$ |
(0.64 |
) |
$ |
(0.65 |
) |
$ |
(0.66 |
) |
$ |
(0.68 |
) |
|||||
____________
(1) For the purposes of calculating diluted earnings per share, all the 3,159,500 shares underlying the DMY Public Warrants, the 2,884,660 shares underlying the DMY Private Warrants, and the 2,431,474, shares underlying the Horizon Options (reflecting an increase of 579,764 from the date of the Business Combination Agreement for issuances of Horizon Options to new employees) should have been assumed to have been exercised. However, since this results in anti-dilution, the effect of such exercise was not included in calculation of diluted income per share.
221
Table of Contents
DILUTION
DMY shareholders who acquired Public Shares in the DMY IPO will have their ownership interests diluted to the extent of the difference between the initial public offering price of $10.00 per Public Share sold in DMY’s IPO and the net tangible book value per share at the time of the Business Combination assuming various sources of material probable dilution described below but excluding the effects of the consummation of the Business Combination itself.
As of September 30, 2025, DMY’s net tangible book value was S$(26.6 million), calculated as total assets of S$35.1 million less total liabilities of S$26.9 million, and less Public Shares subject to redemption classified in mezzanine equity of S$34.8 million. The number of shares of DMY Common Stock outstanding as of September 30, 2025, was 3,918,336, which includes 2,338,586 DMY Class A Shares and 1,579,750 DMY Class B Shares.
The following table presents the net tangible book value per share at various redemption levels that may occur in connection with the consummation of the Business Combination assuming various sources of material probable dilution, but excluding the effects of the Business Combination transaction itself. This presentation takes into account the reclassification of unredeemed Public Shares of DMY to permanent equity, the December 2025 Redemptions, the proceeds of the PIPE Investment, and the payment of DMY’s estimated transaction costs in connection with the potential Business Combination. In addition to excluding the Business Combination itself, this presentation excludes 6,044,160 and 5,983,204 Holdco Class A Ordinary Shares that will be issuable upon the exercise of DMY Public and Private Warrants and the Horizon Options, respectively.
|
No Additional |
25% |
50% |
75% |
100% |
||||||
|
Offering Price of the Securities in the DMY IPO |
S$12.72 |
S$12.72 |
S$12.72 |
S$12.72 |
S$12.72 |
|||||
|
DMY’s net tangible book value as of September 30, 2025, as adjusted |
S$136,945,027 |
S$128,173,249 |
S$119,401,456 |
S$110,629,664 |
S$101,857,871 |
|||||
|
DMY’s shares |
13,308,417 |
12,726,921 |
12,145,424 |
11,563,927 |
10,982,430 |
|||||
|
DMY’s net tangible book value per share as of September 30, 2025, as adjusted |
S$10.29 |
S$10.07 |
S$9.83 |
S$9.57 |
S$9.27 |
|||||
|
Dilution per share to the existing DMY’s |
S$2.43 |
S$2.65 |
S$2.89 |
S$3.15 |
S$3.44 |
222
Table of Contents
The following table illustrates the as adjusted net tangible book value to DMY’s stockholders and decrease in net tangible book value to DMY’s stockholders as a result of transaction costs incurred by DMY and funds released from the trust at de-SPAC.
|
No Additional |
25% |
50% |
75% |
100% |
|||||||||||
|
As adjusted net tangible book value per share |
S$10.29 |
|
S$10.07 |
|
S$9.83 |
|
S$9.57 |
|
S$9.27 |
|
|||||
|
|
|
|
|
|
|||||||||||
|
Numerator adjustments: |
|
|
|
|
|
||||||||||
|
DMY’s net tangible book value as of September 30, |
S$(26,644,716 |
) |
S$(26,644,716 |
) |
S$(26,644,716 |
) |
S$(26,644,716 |
) |
S$(26,644,716 |
) |
|||||
|
Transaction costs attributed to DMY |
S$(11,583,676 |
) |
S$(11,670,525 |
) |
S$(11,757,374 |
) |
S$(11,844,223 |
) |
S$(11,931,072 |
) |
|||||
|
PIPE Proceeds |
S$140,433,659 |
|
S$140,433,659 |
|
S$140,433,659 |
|
S$140,433,659 |
|
S$140,433,659 |
|
|||||
|
Funds released from Trust |
S$34,739,760 |
|
S$26,054,831 |
|
S$17,369,887 |
|
S$8,684,944 |
|
— |
|
|||||
|
As adjusted net tangible book value |
S$136,945,027 |
|
S$128,173,249 |
|
S$119,401,456 |
|
S$110,629,664 |
|
S$101,857,871 |
|
|||||
|
|
|
|
|
|
|||||||||||
|
Denominator adjustments(1): |
|
|
|
|
|
||||||||||
|
DMY Public Shares outstanding |
2,325,987 |
|
1,744,491 |
|
1,162,994 |
|
581,497 |
|
— |
|
|||||
|
DMY Founder Shares outstanding |
1,579,750 |
|
1,579,750 |
|
1,579,750 |
|
1,579,750 |
|
1,579,750 |
|
|||||
|
PIPE Shares |
9,402,680 |
|
9,402,680 |
|
9,402,680 |
|
9,402,680 |
|
9,402,680 |
|
|||||
|
As adjusted total shares outstanding |
13,308,417 |
|
12,726,921 |
|
12,145,424 |
|
11,563,927 |
|
10,982,430 |
|
|||||
____________
(1) The table above excludes shares underlying the DMY Warrants although the DMY Warrants were in the money as of December 31, 2025 (with a stock trading price of approximately $12.99 compared to an exercise price of $11.50).
DMY issued shares in an initial registered offering at S$12.62 per share. After giving effect to the IPO, the January 2024 share redemption, the December 2025 share redemption, the issued and outstanding Public Shares of DMY are 2,325,987, assuming no further redemptions. Redemption levels of 0%, 25%, 50%, 75% and 100% have been disclosed in the table below as required by Item 1604(c).
223
Table of Contents
In connection with the de-SPAC transaction, 40,214,141 shares will be issued to Horizon Shareholders, assuming no further redemptions. For purposes of Item 1604(c)(1), Holdco would have 53,522,558 total shares after giving effect to the de-SPAC transaction under the no additional redemptions scenario. Where there are no additional redemptions, the company valuation is based on DMY offering price of the securities in the initial registered offering price per share of S$12.72 is therefore calculated as: S$12.72 (per share IPO price) times 53,522,558 shares, or S$680,753,415. The following table illustrates the valuation at the offering price of the securities in the initial public offering price of S$12.72 per share for each redemption scenario:
|
No Additional |
25% |
50% |
75% |
100% |
||||||
|
DMY shares valuation based on offering price of the securities in DMY IPO of S$12.72 per share |
S$44,382,582 |
S$36,986,534 |
S$29,590,474 |
S$22,194,413 |
S$14,798,353 |
|||||
|
DMY shares outstanding post de-SPAC |
3,489,471 |
2,907,975 |
2,326,478 |
1,744,981 |
1,163,484 |
|||||
|
Horizon shares valuation based on offering price of the securities in the DMY IPO of S$12.72 per share |
S$511,483,659 |
S$511,483,659 |
S$511,483,659 |
S$511,483,659 |
S$511,483,659 |
|||||
|
Horizon shares outstanding post de-SPAC |
40,214,141 |
40,214,141 |
40,214,141 |
40,214,141 |
40,214,141 |
|||||
|
PIPE Investor shares valuation based on offering price of the securities in the DMY IPO of S$12.72 per share |
S$119,592,687 |
S$119,592,687 |
S$119,592,687 |
S$119,592,687 |
S$119,592,687 |
|||||
|
PIPE shares outstanding post de-SPAC |
9,402,680 |
9,402,680 |
9,402,680 |
9,402,680 |
9,402,680 |
|||||
|
Founder shares owned by others valuation based on the offering price of the securities in the DMY IPO of S$12.72 per share |
S$5,294,487 |
S$5,294,487 |
S$5,294,487 |
S$5,294,487 |
S$5,294,487 |
|||||
|
Founder shares owned by others outstanding post de-SPAC |
416,266 |
416,266 |
416,266 |
416,266 |
416,266 |
|||||
|
Total valuation based on offering price of the securities in the DMY IPO of S$12.72 per share |
S$680,753,415 |
S$673,357,367 |
S$665,961,307 |
S$658,565,246 |
S$651,169,186 |
|||||
|
Total shares outstanding post de-SPAC |
53,522,558 |
52,941,062 |
52,359,565 |
51,778,068 |
51,196,571 |
This required disclosure is not a guarantee that the trading price of the combined company will not be below the DMY IPO offering price of DMY, nor is the disclosure a guarantee that the combined company valuation will attain one of the stated levels of valuation.
224
Table of Contents
INFORMATION ABOUT DMY
General
We are a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, DMY is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.
DMY’s IPO
DMY completed DMY’s IPO of 6,319,000 DMY Units (including the underwriters’ partial exercise of their over-allotment option) in October 2022, at a price of $10.00 per DMY Unit, generating gross proceeds of $63,190,000. Simultaneously with the completion of the DMY IPO, the Sponsor purchased an aggregate of 2,884,660 DMY Private Warrants for $1.00 per warrant, or an aggregate of $2,884,660. The Sponsor extended Overfunding Loans to DMY in an aggregate amount of $947,850, or approximately $0.15 per DMY Unit sold in the DMY IPO. An aggregate of $64,137,850 of the net proceeds of the DMY IPO, private placement, and Overfunding Loans ($10.15 per DMY Unit sold in the DMY IPO) was placed into the Trust Account.
According to the terms of the Investment Management Trust Agreement, dated October 4, 2022, between DMY and Continental Stock Transfer & Trust Company (the “Trust Agreement”), the funds held in the Trust Account were initially invested in United States government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by DMY, until the earlier of (i) the completion of an initial business combination, (ii) the redemption of Public Shares properly submitted in connection with a shareholder vote to amend the DMY Articles to modify the substance or timing of DMY’s obligation to redeem 100% of its Public Shares if DMY does not complete the initial business combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) return of the funds held in the Trust Account to Public Shareholders as part of the redemption of the Public Shares if DMY does not complete an initial business combination during the Combination Period. On September 25, 2024, DMY instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to transfer its Trust Account out of investment in securities into an interest-bearing bank deposit account in order to mitigate the risk of being deemed an unregistered investment company, and the account was transferred in March 2025.
Extension and Contributions
DMY initially had 15 months from the closing of the DMY IPO, or until January 4, 2024, to complete its initial business combination. The DMY Articles also permitted DMY, by resolution of the DMY Board, to extend the period of time to consummate a business combination twice by an additional three month period (for a total of 21 months to complete a business combination), subject to the Sponsor depositing into the Trust Account $631,900 in the aggregate for each extension (the “Prior Contributions”). The Sponsor did not intend to deposit such Prior Contributions into the Trust Account. Accordingly, following January 4, 2024, DMY would have been forced to liquidate. The DMY Board determined that, in order for DMY to have additional time to complete a business combination in a more cost effective manner, it would be in the best interests of DMY and its shareholders to extend its liquidation date to allow for a period of additional time to consummate an initial business combination.
On January 2, 2024, DMY’s shareholders approved an amendment to the DMY Articles to extend the date by which DMY has to consummate its initial business combination, from January 4, 2024 to January 29, 2024 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend such date up to twenty-three times for an additional one month each time, until up to December 29, 2025, only if the Sponsor or its designee would deposit into the Trust Account as a loan, (i) on or before January 4, 2024, with respect to the initial extension, an amount of $41,667, and (ii) one business day following the public announcement by DMY disclosing that the DMY Board has determined to implement an additional monthly extension, with respect to each such additional extension, an amount of $50,000. In connection with the shareholder approval of the extension, an aggregate of 3,980,414 Public Shares were redeemed for an aggregate of approximately $42.0 million, representing redemptions of approximately 63% of the Public Shares. The DMY Board elected to use all twenty-three extensions and, accordingly, Mr. You made an aggregate of $1,191,667 of Contributions pursuant to the Extension Note.
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On December 15, 2025, DMY’s shareholders approved a further amendment to the DMY Articles to extend the date by which DMY has to consummate its initial business combination, from December 29, 2025 to January 29, 2026 and to allow DMY, without another shareholder vote, by resolution of the DMY Board, to elect to further extend such date up to five times for an additional one month each time, until up to June 29, 2026. No further Contributions are required in connection with the Second Extension. In connection with the shareholder approval of the extension, an aggregate of 12,599 Public Shares were redeemed for an aggregate of approximately $147,778, representing approximately 0.5% of the Public Shares then outstanding. As of the date of this proxy statement/prospectus, the DMY Board has extended the Combination Period, monthly, through February 28, 2026.
In connection with the shareholder meeting to approve the First Extension, DMY’s shareholders also approved proposals to (1) amend the DMY Articles to provide for the right of a holder of DMY Class B Shares to convert their DMY Class B Shares into DMY Class A Shares on a one-for-one basis at any time and from time to time at the election of the holder; (2) amend the DMY Articles to eliminate from the DMY Articles (i) the limitation that DMY may not redeem Public Shares in an amount that would cause DMY’s net tangible assets to be less than $5,000,001 and (ii) the limitation that DMY will not consummate a Business Combination unless DMY has net tangible assets of at least $5,000,001; (3) amend the DMY Articles to permit the DMY Board, in its sole discretion, to elect to wind up DMY’s operations at any time, as determined by the DMY Board and included in a public announcement; and (4) amend the Trust Agreement to reflect the amendments to the DMY Articles. In connection with the shareholder meeting to approve the Second Extension, DMY’s shareholders also approved a proposal to amend the Trust Agreement to reflect the amendment to the Second Extension.
NYSE American Delisting and OTC Markets Trading
On September 29, 2025, DMY received a notice from the NYSE Regulation staff of the NYSE American stating that DMY failed to comply with NYSE American Rules Section 119(b) and that DMY’s securities are subject to delisting. NYSE American Rules Section 119(b) requires a special purpose acquisition company to complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Because DMY did not complete its initial business combination by September 29, 2025, the trading of its DMY Class A Shares, DMY Public Warrants, and DMY Units was suspended at the closing of business on September 29, 2025, and a Form 25-NSE was filed with the Securities Exchange Commission on October 1, 2025, which removed DMY’s securities from listing and registration on NYSE American.
On September 30, 2025, the DMY Class A Shares and DMY Public Warrants began trading on the OTCQB Market and the DMY Units began trading on the OTCID under the symbols “DMYY”, “DMYYW”, and “DMYYU”, respectively. DMY shareholders should know that there may be a very limited market in which DMY’s securities are traded, the trading price of DMY’s securities may be adversely affected, and the DMY Class A Shares may be deemed to be a “penny stock”. DMY 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. See “Risk Factors — Risks Related to DMY and the Business Combination — DMY’s securities were delisted from trading on the NYSE American exchange and trade on the OTC Markets, which could limit investors’ ability to make transactions in DMY’s securities and subject DMY to additional trading restrictions.”
Effecting DMY’s Initial Business Combination
On September 9, 2025, we entered into the Business Combination Agreement with Horizon, Holdco, and the Merger Subs pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, the following will occur: (i) the Amalgamation of Horizon and Merger Sub 1, with Horizon surviving as the amalgamated company and as a wholly-owned subsidiary of Holdco; (ii) the Merger of Merger Sub 2 with and into DMY, with DMY surviving the Merger as a wholly-owned subsidiary of Holdco; and (iii) DMY and Horizon will consummate the other transactions contemplated by the Business Combination Agreement. See “Proposal No. 1 — The Business Combination Proposal” for more information.
We are not presently engaged in, and we will not engage in, any operations until the consummation of the Business Combination. We intend to effectuate the Business Combination using cash held in the Trust Account, the proceeds of the PIPE Investment and Additional Financing, and shares issued to Horizon.
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If not all of the funds released from the Trust Account are used for redemptions of Public Shares, we may use the balance of the cash released to us from the Trust Account for general corporate purposes, including to pay transaction expenses and for Horizon’s working capital.
Fair Market Value of Horizon’s Business; 80% test
At the time of the execution of the Business Combination, DMY’s securities were listed on the NYSE American. Pursuant to the DMY Articles and NYSE American listing rules, DMY must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive agreement to enter into the business combination. DMY will not complete a business combination unless it acquires a controlling interest in a target company or is otherwise not required to register as an investment company under the Investment Company Act. The DMY Board determined that this test was met in connection with the Business Combination with Horizon.
Shareholder Approval of the Business Combination
Under the DMY Articles, because DMY is seeking shareholder approval in connection with the Business Combination, it may only complete such the Business Combination if a majority of the shares of DMY Common Stock that are voted vote in favor of the Business Combination. A quorum will consist of the holders present in person or by proxy of shares of outstanding capital stock of DMY representing a majority of the voting power of all outstanding shares of capital stock of DMY entitled to vote at such meeting. The Holders of Founder Shares will count towards this quorum and, pursuant to the Insider Letter and DMY Support Agreement, our Sponsor, officers and directors have agreed to vote any Founder Shares they hold, and any Public Shares purchased during or after our IPO (including in open market and privately-negotiated transactions) in favor of the Business Combination. For purposes of seeking approval of the majority of our outstanding shares of DMY Common Stock voted, broker non-votes will have no effect on the approval of the Business Combination once a quorum is obtained. As a result, in addition to the Founder Shares, we would need only 373,120, or 16.0%, of the 2,325,987 outstanding Public Shares to be voted in favor of the Business Combination in order to have the Business Combination approved (assuming all outstanding shares are voted). If only a minimum quorum of outstanding shares of DMY Common Stock were present at such meeting, then DMY would not need any Public Shares to be voted in favor of the Business Combination in order to have the Business Combination approved. These quorum and voting thresholds, and the voting agreements of the Sponsor and other Holders of Founder Shares, may make it more likely that we will consummate the Business Combination. Each Public Shareholder may elect to redeem its Public Shares irrespective of whether they vote for or against the Business Combination or whether they were a shareholder on the record date for the Special Meeting. For more information, please see the section entitled “The Special Meeting.”
Potential Purchases of Public Shares and Public Warrants
The Sponsor and DMY’s officers and directors do not have any plans at this time to purchase Public Shares or DMY Public Warrants from Public Shareholders or to take any other actions to incentivize non-redemption. However, at any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding DMY or its securities, the Sponsor and DMY’s officers and directors or their affiliates may purchase Public Shares or DMY Public Warrants in privately negotiated transactions or in the open market, although they are under no obligation to do so. There is no limit on the number of Public Shares or DMY Public Warrants that such persons may purchase in such transactions, subject to compliance with applicable law and Stock Exchange rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or DMY Public Warrants in such transactions. Such purchases of Public Shares may include a contractual acknowledgment that such shareholder, although still the record holder of DMY’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
In the event that the Sponsor and DMY’s officers and directors or their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such transaction could be to increase the likelihood of obtaining shareholder approval of the Business Combination,
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reduce the number of outstanding DMY Public Warrants, or satisfy the Minimum Cash Condition, where it appears that such requirement would otherwise not be met. DMY expects any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
In addition, if such purchases are made, the public “float” of DMY Class A Shares and DMY Public Warrants and the number of beneficial holders of DMY Class A Shares and DMY Public Warrants may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of DMY’s securities on the OTC Markets.
In the event the Sponsor and DMY’s officers and directors or their affiliates were to purchase Public Shares or DMY Public Warrants from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. To the extent that the Sponsor and DMY’s officers and directors or their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination. See “Proposal No. 1 — The Business Combination Proposal — Potential Purchases of Public Shares or Public Warrants” for more information.
Liquidation if No Business Combination
DMY currently has until February 28, 2026 to complete the Business Combination, which date may be extended by the DMY Board from month to month until up to June 29, 2026.
If DMY does not complete the Business Combination with Horizon or another initial business combination by the end of the Combination Period, DMY will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to DMY to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of DMY’s remaining shareholders and the DMY Board, in accordance with applicable law, dissolve and liquidate, subject in each case to DMY’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to DMY Public Warrants or DMY Private Warrants if DMY fails to complete its initial business combination before the end of the Combination Period. The Sponsor and DMY’s officers and directors have no rights to liquidating distributions from the Trust Account with respect to any Founder Shares and any Public Shares held by them if DMY fails to complete an initial business combination within the Combination Period, although they will be entitled to liquidating distributions from assets outside the Trust Account.
In connection with DMY’s IPO, the Sponsor and DMY’s officers and directors entered into the Insider Letter with DMY, pursuant to which they have waived their redemption rights with respect to the completion of an initial business combination or extension of the Combination Period, as well as their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and any Public Shares held by them if we fail to complete an initial business combination within the Combination Period, although they will be entitled to liquidating distributions from assets outside the Trust Account. Such redemption rights waiver was provided at the time of the DMY IPO without any separate consideration paid. Additionally, pursuant to the DMY Support Agreement, the Sponsor and each of DMY’s independent directors who hold Founder Shares agreed not to redeem any shares of DMY Common Stock held by them in connection with the Business Combination. Such redemption rights waiver was provided without any separate consideration paid in connection with providing such waiver.
The DMY IPO underwriter has agreed to waive its rights to its deferred underwriting commission held in the Trust Account in the event we do not complete an initial business combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of our Public Shares.
Our Sponsor, officers, and directors have agreed, pursuant to the Insider Letter, that they will not propose any amendment to the DMY Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with an initial business combination or to redeem 100% of our Public Shares if we do not complete an initial business combination within the Combination Period or (B) with respect to any other material provisions
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relating to shareholders’ rights or pre-initial business combination activity, unless we provide the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to limitations and on the conditions described herein. For example, the DMY Board may propose such an amendment if it determines that additional time is necessary to complete the Business Combination, subject to the prior written consent of Horizon under the Business Combination Agreement. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal, and in connection therewith, provide the Public Shareholders with the redemption rights described above upon shareholder approval of such amendment.
Our placing of funds in the Trust Account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers (except for our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of DMY under the circumstances. The underwriter of our IPO as well as our registered independent public accounting firm will not execute agreements with us waiving such claims to the monies held in the Trust Account.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete our initial Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.15 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the Insider Letter, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriter of our IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of DMY. Therefore, we cannot ensure that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.15 per Public Share. In such event, we may not be able to complete our initial Business Combination, and our Public Shareholders will receive such lesser amount per share in connection with any redemption of their Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
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Facilities
We maintain executive offices at 80 North Town Center Drive, Suite 100, Las Vegas, NV 89144, provided by the Sponsor as our executive offices at a cost of $10,000 per month. We consider our current office space, combined with the office space otherwise available to our executive officers, adequate for our current operations.
Employees
We currently have one executive officer: Harry You. Mr. You is not obligated to devote any specific number of hours to our matters, but he intends to devote as much of his time as he deems necessary to our affairs until we have completed our initial business combination. The amount of time he will devote in any time period will vary based on whether a target business has been selected for our initial business combination, the stage of the business combination process we are in, and his obligations to other parties. We do not intend to have any full-time employees prior to the completion of our initial business combination.
The Sponsor
DMY Squared Sponsor, LLC, the Sponsor, is a Delaware limited liability company. The Sponsor was formed prior to the DMY IPO for the purpose of acting as the sponsor of DMY. It is responsible for organizing, directing, and managing the business and affairs of DMY from its incorporation, through the consummation of the DMY IPO, the negotiation of the Business Combination Agreement, and until the consummation of the Business Combination. The Sponsor’s activities included identifying and negotiating terms with the underwriter of DMY’s IPO, other third-party service providers such as DMY’s auditors and legal counsel, and DMY’s directors and officers, and searching for and negotiating with potential business combination targets. Other than its investment in DMY and its work on behalf of DMY, the Sponsor is not engaged in any business. Until the execution of the letter of intent by DMY and Horizon on February 13, 2025, there was no agreement, arrangement, or understanding between DMY and DMY’s management or Sponsor with respect to determining whether to explore a business combination with any target business.
The Sponsor made an initial investment of $25,000 to cover certain pre-IPO expenses, in exchange for the issuance of Founder Shares, or approximately $0.02 per share. In connection with the closing of the DMY IPO, the Sponsor purchased 2,884,660 DMY Private Warrants at a price of $1.00 per warrant, for an aggregate purchase price of $2,884,660, and extended Overfunding Loans to DMY in an aggregate amount of $947,850, or approximately $0.15 per DMY Unit sold in the DMY IPO. Additionally, in connection with extensions of the Combination Period through December 29, 2025, Mr. You has made an aggregate of $1,191,667 of Contributions pursuant to the Extension Note. On September 15, 2025, the Sponsor distributed 416,266 Founder Shares to one of its members, pro rata, for no consideration. Such shares were then converted on a one-for-one basis into DMY Class A Shares and donated to charity. Such distribution and donation were permitted transfers pursuant to the terms of the Letter Agreement and the Sponsor Support Agreement.
The Sponsor owns approximately 29.8% of our issued and outstanding shares of DMY Common Stock as of the date of this proxy statement/prospectus. Harry L. You is the manager of the Sponsor. There is no other person who has a direct or indirect material interest in the Sponsor. The Sponsor is exclusively “controlled” for CFIUS purposes by Mr. You, who is a U.S. citizen, and thus we do not believe that the Sponsor is a “foreign person” as defined in the CFIUS regulations.
Mr. You has extensive experience with special purpose acquisition companies (“SPACs”), having sponsored nine SPACs including dMY Squared Technology Group, Inc.:
GTY Technology Holding Inc./GI Partners
In August 2016, Mr. You founded GTY Technology Holdings, Inc. (“GTY”). Mr. You served as chief financial officer of GTY from September 2016 to August 2019 and president from September 2016 to February 2019. GTY completed its initial public offering in October 2016, in which it raised aggregate proceeds of approximately $552,000,000. GTY completed its initial business combination in February 2019 with six companies in the software as a service and cloud software industry, including Bonfire Interactive Ltd., CityBase, Inc., eCivis, Inc., Open Counter Enterprises Inc., Questica Inc. and Questica USCDN Inc. and Sherpa Government Solutions LLC. The pro forma enterprise value of the transaction was approximately $560 million. In October 2018, in connection with a stockholder meeting to approve an extension of the deadline date for GTY to complete an initial business combination, GTY’s public
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stockholders holding 34,011,538 shares of GTY common stock out of a total of 55,200,000 shares of GTY common stock (approximately 65% of the then outstanding GTY common stock) validly elected to redeem their shares, and, after giving effect to such redemptions, the balance left in GTY’s trust account was approximately $216.8 million. In February 2019, in connection with the stockholders meeting to approve GTY’s initial business combination, holders of 11,073,040 shares of GTY common stock (which, together with the shares redeemed in connection with the extension, totals approximately 86% of the outstanding GTY common stock at the consummation of its initial public offering), exercised their right to redeem those shares for cash at a price of approximately $10.29 per share, or $114 million in the aggregate. GTY raised a PIPE in the amount of approximately $126.3 million in connection with the business combination. Following the business combination, Mr. You served as Vice Chairman of the Board of Directors from February 2019 to July 2022. GTY’s common stock was traded on the New York Stock Exchange under the symbol “GTYH”. On July 7, 2022, GTY was acquired by a private investment firm, GI Partners, for a purchase price of approximately $6.30 per share, or approximately $363 million in aggregate.
dMY Technology Group, Inc./Rush Street Interactive, Inc.
In September 2019, Mr. You founded dMY Technology Group, Inc. (“dMY I”). Mr. You served as a director of dMY I from September 2019 to December 2020. dMY I completed its initial public offering in February 2020, in which it raised aggregate proceeds of approximately $230,000,000. dMY I completed its initial business combination with Rush Street Interactive, Inc. (“Rush Street”), an online casino and sports wagering company, in December 2020, which transaction valued Rush Street at approximately $1.78 billion. There was no vote held to extend the date by which dMY I was required to consummate a business combination because it consummated its initial business combination within 24 months of its initial public offering. In connection with the special meeting of stockholders of dMY I to approve the business combination with Rush Street, holders of 485 shares of dMY I Class A common stock sold in its initial public offering, or less than 0.01% of the outstanding public shares, exercised their right to redeem those shares for cash at a price of approximately $10.03 per share, or $4,866.97 in the aggregate. dMY I and Rush Street raised a PIPE in the amount of $160.4 million in connection with the business combination. Following the business combination, Mr. You served as a director of Rush Street from December 2020 to June 2022. Rush Street’s Class A common stock is traded on the New York Stock Exchange under the symbol “RSI”. On January 28, 2026, the closing sale price of RSI was $16.75, and the aggregate market capitalization of Rush Street was approximately $3.92 billion.
dMY Technology Group, Inc. II/Genius Sports Group
In June 2020, Mr. You founded dMY Technology Group, Inc. II (“dMY II”). Mr. You served as a director of dMY II from June 2020 to April 2021. dMY II completed its initial public offering in October 2020, in which it raised aggregate proceeds of approximately $276,000,000. dMY II completed its initial business combination with Genius Sports Group (“Genius Sports”), a sports data company, in March 2021, which transaction valued Genius Sports at approximately $1.5 billion. There was no vote held to extend the date by which dMY II was required to consummate a business combination because it consummated its initial business combination within 24 months of its initial public offering. In connection with the special meeting of stockholders of dMY II to approve the business combination with Genius Sports, holders of 1,296 shares of dMY II Class A common stock sold in its initial public offering, or less than 0.01% of the outstanding public shares, exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, or $12,966.05 in the aggregate. dMY II and Genius Sports raised a PIPE in the amount of $330 million in connection with the business combination. Following the business combination, Mr. You served as a director of Genius Sports from April 2021 to December 2022. Genius Sports’ ordinary shares are traded on the New York Stock Exchange under the symbol “GENI”. On January 28, 2026, the closing sale price of GENI was $9.30, and the aggregate market capitalization of Genius Sports was approximately $2.41 billion.
dMY Technology Group, Inc. III/IonQ, Inc.
In September 2020, Mr. You founded dMY Technology Group, Inc. III (“dMY III”). Mr. You served as a director of dMY III from September 2020 to October 2021. dMY III completed its initial public offering in November 2020, in which it raised aggregate proceeds of approximately $300,000,000. dMY III completed its initial business combination with IonQ, Inc. (“IonQ”), a quantum computing business, in October 2021, which transaction valued IonQ at approximately $2 billion. There was no vote held to extend the date by which dMY III was required to consummate a business combination because it consummated its initial business combination within 24 months of its initial public offering. In connection with the special meeting of stockholders of dMY III to approve the business combination with IonQ, holders of 950,923 shares of dMY III Class A common stock sold in its initial public offering,
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or approximately 3.2% of the outstanding public shares, exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, or $9.5 million in the aggregate. dMY III and IonQ raised a PIPE in the amount of $345 million in connection with the business combination. Following the business combination, Mr. You served as a director of IonQ from October 2021 to February 2025. IonQ, Inc.’s common stock and warrants are traded on the New York Stock Exchange under the symbols “IONQ” and “IONQ WS”. On January 28, 2026, the closing sale price of IONQ and IONQ WS were $45.80 and $35.13, respectively, and the aggregate market capitalization of IonQ was approximately $16.12 billion.
dMY Technology Group, Inc. IV/Planet Labs Inc.
In December 2020, Mr. You founded dMY Technology Group, Inc. IV (“dMY IV”). Mr. You served as a director of dMY IV from December 2020 to December 2021. dMY IV completed its initial public offering in March 2021, in which it raised aggregate proceeds of approximately $340,000,000. dMY IV completed its initial business combination with Planet Labs Inc. (“Planet Labs”), an Earth observation and analysis company, in November 2021, which transaction valued Planet Labs at a post-transaction equity value of approximately $2.8 billion. There was no vote held to extend the date by which dMY IV was required to consummate a business combination because it consummated its initial business combination within 24 months of its initial public offering. In connection with the special meeting of stockholders of dMY IV to approve the business combination with Planet Labs, holders of 689,670 shares of dMY IV Class A common stock sold in its initial public offering, or approximately 2.0% of the outstanding public shares, exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, or $6.9 million in the aggregate. dMY IV and Planet Labs raised a PIPE in the amount of $252 million in connection with the business combination. Following the business combination, Mr. You served as a director of Planet Labs from December 2021 to April 2023. Planet Labs’ Class A common stock and warrants are traded on the New York Stock Exchange under the symbols “PL” and “PL WS”. On January 28, 2026, the closing sale price of PL and PL WS were $27.88 and $16.43, respectively, and the aggregate market capitalization of Planet Labs was approximately $9.36 billion.
dMY Technology Group, Inc. VI
In April 2021, Mr. You founded dMY Technology Group, Inc. VI (“dMY VI”). Mr. You served as co-chairman of the board of dMY VI from April 2021 to April 2023. dMY VI completed its initial public offering in October 2021, in which it raised aggregate of approximately $210,000,000. On December 22, 2022, dMY VI announced that it had entered into a definitive agreement for a business combination with Rain Enhancement Technologies, Inc. The business combination was unsuccessful and dMY VI liquidated on April 27, 2023. Prior to its liquidation, dMY VI’s units, Class A common stock and warrants were traded on the New York Stock Exchange under the symbols “DMYS.U,” “DMYS” and “DMYS WS”, respectively.
Coliseum Acquisition Corp./Rain Enhancement Technologies, Inc.
Coliseum Acquisition Corp. (“Coliseum”) completed its initial public offering in June 2021, in which it raised aggregate proceeds of approximately $150,000,000. Mr. You acquired (directly and indirectly) 70% of the founder shares and private placement warrants of Coliseum from its previous sponsor in June 2023, and became Chairman of the Board of Directors of Coliseum. In June 2023, November 2023, September 2024 and December 2024, Coliseum held shareholder meetings to extend the date by which it was required to complete a business combination, and in connection therewith, 9,121,799 public shares, 3,001,840 public shares, 1,089,249 public shares, and 856,188 public shares were redeemed. Coliseum completed its initial business combination Rain Enhancement Technologies, Inc. (“RAIN”), a business formed to develop, improve and commercialize ionization rainfall generation technology, in December 2024. In connection with the special meeting of stockholders of Coliseum to approve the business combination with RAIN, Coliseum shareholders holding 505,207 public shares exercised their rights to redeem those shares for cash at a price of approximately $11.41 per share for an aggregate of $2.37 million. Together with the public shares submitted for redemption in connection with the extension meetings as described above, approximately 97.16% of the public shares issued in Coliseum’s initial public offering were redeemed. Following the business combination, Mr. You serves as executive chairman and a director of RAIN. RAIN’s Class A common stock and warrants are traded on Nasdaq under the ticker symbols “RAIN” and “RAINW,” respectively. On January 28, 2026, the closing sale price of RAIN and RAINW were $2.89 and $0.23, respectively, and the aggregate market capitalization of RAIN was approximately $23.75 million.
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Berto Acquisition Corp.
In July 2024, Mr. You founded Berto Acquisition Corp. (“Berto”). Mr. You is the Executive Chairman of the Board of Berto. Berto completed its initial public offering in May 2025, in which it raised an aggregate of $300,150,000. Berto is searching for a target business with which to complete an initial business combination.
Past performance by our management team, including with respect to dMY I, dMY II, dMY III, dMY IV, dMY VI, and Berto is not a guarantee of success with respect to the Business Combination with Horizon. You should not rely on the historical record of the performance of our management team or businesses associated with them as indicative of our future performance of an investment in DMY or Horizon or the returns we will, or are likely to, generate going forward.
Directors and Executive Officers; Biographies
Our officers and directors are as follows:
|
Name |
Age |
Position |
||
|
Harry L. You |
65 |
Chief Executive Officer, Chief Financial Officer, Chairman |
||
|
Darla Anderson |
65 |
Director |
||
|
Francesca Luthi |
49 |
Director |
||
|
Constance Weaver |
72 |
Director |
Harry L. You, has been our Chairman and a Director since March 3, 2022, as well as Chief Financial Officer since February 15, 2022, and Chief Executive Officer since February 26, 2025. Mr. You is also currently the Executive Chairman of Berto. From March 3, 2022 until his resignation on March 15, 2023, Mr. You also served as our Co-Chief Executive Officer. Previously, Mr. You was the Chairman of the Board of Coliseum from June 2023 to December 2024 and interim Chief Executive Officer and interim Chief Financial Officer of Coliseum from June 2023 to July 2023. He has served as the Executive Chairman and a director of Rain Enhancement Technologies Holdco Inc. since the company combined with Coliseum on December 31, 2024. He has also been a member of the Audit Committee of Broadcom Inc. since January 2019 as well as Chairman of the Compensation Committee and a member of the Executive Committee of the Board of Directors of Broadcom. Previously, he was Chief Financial Officer from September 2016 to August 2019 and President in May 2019 and from September 2016 to February 2019 of GTY, a software as a service company that offers cloud-based solutions for the public sector. He was Executive Vice President in the Office of the Chairman of EMC Corporation (“EMC”) from 2008 to 2016. When Mr. You joined EMC in 2008, he oversaw corporate strategy and new business development, including mergers and acquisitions, joint ventures and venture capital activity. He was Chief Executive Officer from 2005 to 2007 and Interim Chief Financial Officer from 2005 to 2006 of BearingPoint Inc. He was Executive Vice President and Chief Financial Officer of Oracle Corporation from 2004 to 2005. Prior to joining Oracle, he held several key positions in finance, including as Chief Financial Officer of Accenture Ltd. and managing director in the Investment Banking Division of Morgan Stanley. He also served as a trustee of the U.S. Olympic Committee Foundation from 2016 to 2022. Mr. You served as a director and Chairman of the Audit Committee of IonQ, Inc. from October 2021 to February 2025. Mr. You served as Vice Chairman of the board of GTY from February 2019 to July 2022 and as director of Coupang, Inc. from January 2021 to June 2023, Genius Sports from April 2021 to December 2022, Rush Street from September 2019 to June 2022, dMY II (a special purpose acquisition company) from June 2020 to April 2021, dMY IV (a special purpose acquisition company) from December 2020 to April 2023, and Korn/Ferry International from 2005 to 2016. Mr. You holds an M.A. in Economics from Yale University and a B.A. in Economics from Harvard College. The board of directors has determined that Mr. You is well-qualified to serve on our board of directors due to his extensive and varied deal experience throughout his career, including his experience structuring Dell Technologies Inc.’s $67 billion acquisition of EMC as EMC’s Executive Vice President, his network of contacts in the technology sector, and his prior special purpose acquisition company experience with GTY and seven other special purpose acquisition companies (dMY I, dMY II, dMY III, dMY IV, dMY VI, Coliseum, and Berto).
Darla K. Anderson has served on our board of directors since the completion of the DMY IPO. Ms. Anderson is an Academy Award and Golden Globe winning feature film producer. From 1993 to March 2018, Ms. Anderson was a producer at Pixar Animation Studios, where she produced films such as “Coco,” “Toy Story 3,” “Cars,” “A Bug’s Life,” “Monsters, Inc.” Following her tenure at Pixar, Ms. Anderson served as a producer at Netflix until May 2024. Ms. Anderson was elected to the Producers Council Board of the Producers Guild of America in July 2008. Prior
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to joining Pixar, Ms. Anderson worked with Angel Studios as the executive producer of their commercial division. Ms. Anderson has served as a member of the board of directors of Berto since April 2025. Ms. Anderson served as a member of the board of directors of Glu (Nasdaq: GLUU) from March 2019 to April 2021, was a director of dMY VI from September 2021 to April 2023, was a director of dMY IV from March 2021 until the completion of its business combination with Planet Labs in November 2021, was a director of dMY III from November 2020 until the completion of its business combination with IonQ in October 2021, was a director of dMY II from August 2020 until the completion of its business combination with Genius Sports in April 2021, and was a director of dMY I from February 2020 until the completion of its business combination with RSI in December 2020. Ms. Anderson holds a Bachelor of Arts degree in Environmental Science from San Diego State University. Ms. Anderson’s qualifications to serve on our board of directors include her substantial leadership experience in the entertainment industry.
Francesca Luthi has served on our board of directors since the completion of the DMY IPO. Ms. Luthi served as the executive vice president and chief operating officer at Assurant, Inc. (“Assurant”) from November 2023 to September 2025 and was a member of Assurant’s management committee. In this role, she had oversight for the company’s global operations, centers of excellence for AI, customer experience and analytics, among other responsibilities. Previously, she served as chief administrative officer of Assurant from 2020 to 2023 with oversight for several key functional areas including investor relations and sustainability, communications and marketing, human resources, procurement and corporate real estate. Ms. Luthi was also the senior vice president of investor relations, marketing and communications from 2014 until 2015, and the chief communications and marketing officer from 2016 to 2020. Prior to joining Assurant in 2012, Ms. Luthi served as the senior vice president of corporate communication and investor relations at R1 RCM. Before this, Ms. Luthi held senior-level investor relations and communication roles at BearingPoint and Accenture. Ms. Luthi also helped establish the investor relations department at Omnicom Group after serving as a financial analyst in the Investment Banking Division at Morgan Stanley. Ms. Luthi was a director of dMY VI from September 2021 to April 2023, was a director of dMY IV from March 2021 until the completion of its business combination with Planet Labs in November 2021, was a director of dMY III from November 2020 until the completion of its business combination with IonQ in October 2021, was a director of dMY II from August 2020 until the completion of its business combination with Genius Sports in April 2021, and was a director of dMY I from February 2020 until the completion of its business combination with RSI in December 2020. Ms. Luthi holds a Bachelor of Science degree in Economics from Georgetown University’s School of Foreign Service. Ms. Luthi’s qualifications to serve on our board of directors include her financial and business strategy expertise.
Constance (Connie) K. Weaver has served on the Board of Directors since the completion of the DMY IPO. Ms. Weaver was Chief Marketing Officer and a member of the Operating Committee for Equitable Holdings, Inc. (NYSE: EQH) from July 2020 to July 2025, where she also served on Equitable Holdings’ ESG Committee. Prior to joining Equitable, Ms. Weaver was Senior Executive Vice President and Chief Marketing & Communications Officer at TIAA (2010 – 2017), where she led the transformation of TIAA’s marketing strategy, digital experience, and brand. Previously, she served as Senior Vice President and Chief Marketing Officer at The Hartford (2008 – 2010) and as Senior Executive Vice President and Chief Marketing Officer of AT&T (2002 – 2006). Earlier in her career, Ms. Weaver held senior marketing and investor relations leadership roles at BearingPoint (2006 – 2008), AT&T Investor Relations, (1996 – 2002), Microsoft (1995 – 1996), MCI (1990 – 1995), and McGraw-Hill (1980 – 1990), where she built and led award-winning teams recognized for excellence in brand, communications, and stakeholder engagement. Ms. Weaver has extensive board and advisory experience across both corporate and nonprofit sectors. She has served as a director of Berto since April 2025 and currently serves on the boards of Make-A-Wish America (Chair, Revenue Committee), the National Council on Aging (Treasurer; Chair, Finance and Investment Committee), the National Endowment for Financial Education, and Connecticut Public Media. Her previous board service includes Waddell & Reed, Citizens Inc. (NYSE: CIA, 2018 – 2021), Westchester Group Management Holding Company (formerly Silverado Premium Properties, 2011 – 2015), and Primark Corp. (1994 – 2000). Ms. Weaver holds a Bachelor of Science with Honors in Textile Science and Marketing from the University of Maryland. She has also completed executive programs in Financial Management at Stanford University and the Wharton School of Business, Marketing Management at Columbia University, and Global Strategic Planning at IMEDE (Switzerland).
Executive and Director Compensation
DMY’s independent directors do not hold shares of DMY Common Stock and are not members of the Sponsor. DMY’s independent directors will each receive $100,000 of cash compensation for their service as directors of DMY, payable upon the earlier of the Closing or DMY’s liquidation. None of the funds in the Trust Account will be used to
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compensate our directors. The Sponsor and DMY’s officers and directors will also be reimbursed for loans, advances, and out-of-pocket expenses incurred by them related to identifying, negotiating, investigating and completing the Business Combination. Harry You has loaned $1,191,667 to DMY under the Extension Note, which amounts were used to make contributions to the Trust Account required in connection with monthly extensions of DMY’s liquidation date. An aggregate of approximately $2,300,000 of other loans, advances, or out-of-pocket expenses are outstanding as of the date of this proxy statement/prospectus. In addition, DMY has agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative support services provided to members of the DMY management team, of which an aggregate of $280,000 of accrued administrative services fees are owed to the Sponsor as of the date of this proxy statement/prospectus. Additionally, the Sponsor and DMY’s officers and directors will be entitled to continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination.
Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by DMY to our Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.
After the completion of the Business Combination, directors or members of our management team who remain with us may be paid consulting or management fees from Holdco. We have not established any limit on the amount of such fees that may be paid by Holdco to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the Business Combination, because the Holdco Board will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the DMY Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on the DMY Board.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of the Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with Holdco after the Business Combination. There are no such agreements or arrangements in place as of the date of this proxy statement/prospectus. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor and officers and directors of DMY in connection with the Business Combination.
|
Securities to be Received |
Other Compensation |
|||
|
The Sponsor |
(i) 1,163,484 Holdco Class A Ordinary Shares upon the exchange of 1,163,484 Founder Shares in the SPAC Merger, which were initially purchased by the Sponsor prior to the DMY IPO for approximately $0.02 per share and (ii) 2,884,660 Holdco Warrants upon the assumption of 2,884,660 DMY Private Warrants, which were initially purchased in a private placement that closed concurrently with the DMY IPO for $1.00 per warrant. |
Reimbursement for the Overfunding Loans in an amount of $947,850, assuming cash repayment of the Overfunding Loans. Pursuant to their terms, the Overfunding Loans may be repaid in cash or converted into DMY Class A Shares at a conversion price of $10.00 per share (or a combination of both) at the Closing, at the Sponsor’s discretion. $10,000 per month through the Closing for office space, utilities, secretarial and administrative support services provided by the Sponsor to members of the DMY management |
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|
Securities to be Received |
Other Compensation |
|||
|
team pursuant to the terms of the Administrative Services Agreement dated October 4, 2022. As of the date of this proxy statement/prospectus, DMY has incurred $280,000 in fees for these services. Indemnification by Holdco and Horizon pursuant to the Sponsor Indemnification Agreement, and coverage under Holdco’s directors’ and officer’s insurance policy pursuant to the terms of the Business Combination Agreement. |
||||
|
Harry You |
See “Sponsor” above. Mr. You may be deemed to control the Sponsor. Additionally, Harry You entered into a SAFE with Horizon on December 18, 2025, with a face amount of $500,000, which will convert into 49,783 Holdco Class A Ordinary Shares at the Closing, using an Estimated Exchange Ratio of 2.46. |
See “Sponsor” above. Mr. You may be deemed to control the Sponsor. Reimbursement for loans, advances, and out-of-pocket expenses: (i) of $1,191,667 of Contributions to the Trust Account in connection with extensions of DMY’s liquidation date as of the date of this proxy statement/prospectus and (ii) approximately $2,300,000 of other loans, advances, or out-of-pocket expenses are outstanding as of the date of this proxy statement/prospectus. Continued indemnification and the continuation of directors’ and officers’ liability insurance after the Business Combination. Fees for service as a post-closing director of Holdco, which may consist of cash or stock-based awards, and any other remuneration that the Holdco Board determines to pay to its non-employee directors, including indemnification and directors’ and officers’ liability insurance. |
||
|
DMY Independent Directors |
None. |
DMY’s directors, other than Harry You, will each receive $100,000 of cash compensation for their services as directors of DMY, payable upon the earlier of the completion of the Business Combination or DMY’s liquidation. None of the funds in the Trust Account will be used to compensate DMY’s directors. Reimbursement for loans and advances to DMY; no such amounts are outstanding as of the date of this proxy statement/prospectus. |
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|
Securities to be Received |
Other Compensation |
|||
|
Reimbursement for out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination; no such amounts are outstanding as of the date of this proxy statement/prospectus. Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination. |
Number and Terms of Office of Officers and Directors
The DMY Board consists of four members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first general meeting) serving a three-year term. In accordance with NYSE American corporate governance requirements, we were not required to hold an annual meeting until one year after our first fiscal year end following our listing on the NYSE American. We have not and may not hold an annual meeting of shareholders to elect new directors prior to the consummation of the Business Combination. The term of office of the first class of directors, consisting of Ms. Anderson and Ms. Luthi, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Ms. Weaver, will expire at the second annual meeting of shareholders. The term of office of the third class of directors, consisting of Mr. You, will expire at the third annual meeting of shareholders.
Our officers are appointed by the DMY Board and serve at the discretion of the DMY Board, rather than for specific terms of office. The DMY Board is authorized to appoint officers as it deems appropriate pursuant to the DMY Articles.
Director Independence
An “independent director” is defined generally as a person who, in the opinion of the DMY Board, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). The DMY Board has determined that Mses. Anderson, Luthi, and Weaver are “independent directors” as defined in NYSE American listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.
Committees of the DMY Board of Directors
The DMY Board has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The rules of the NYSE American and Rule 10A-3 of the Exchange Act require that the audit committee consist of two members, all of whom must be independent directors, and compensation committee be comprised of at least two members, all of whom must be independent directors. Each committee operates under a charter that was approved by the DMY Board and has the composition and responsibilities described below.
Audit Committee
We have established an audit committee of the DMY Board. Ms. Luthi and Ms. Weaver serve as members of our audit committee, and Ms. Luthi chairs the audit committee. All members of our audit committee are independent of and unaffiliated with our Sponsor and our underwriter.
Each member of the audit committee is financially literate, and the DMY Board has determined that Ms. Luthi qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.
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We have adopted an audit committee charter, which details the principal functions of the audit committee, including:
• assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;
• pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;
• setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
• meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
• reviewing with management, the independent, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
Compensation Committee
We have established a compensation committee of the DMY Board. Ms. Anderson, Ms. Luthi and Ms. Weaver, serve as members of our compensation committee. Ms. Weaver chairs the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
• reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation (if any) evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
• reviewing and making recommendations to the DMY Board with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;
• reviewing our executive compensation policies and plans;
• implementing and administering our incentive compensation equity-based remuneration plans;
• assisting management in complying with our proxy statement and annual report disclosure requirements;
• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
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• producing a report on executive compensation to be included in our annual proxy statement; and
• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
Notwithstanding the foregoing, as indicated above, other than the payment to our Sponsor of $10,000 per month until the completion of our initial Business Combination, for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.
Our compensation committee charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE American and the SEC.
Nominating and Corporate Governance Committee
We have established a nominating and corporate governance committee of the DMY Board. The members of our nominating and corporate governance are Ms. Weaver and Ms. Luthi. Ms. Weaver serves as chair of the nominating and corporate governance committee.
We have adopted a nominating and corporate governance committee charter that complies with the rules of the NYSE American and that details the purpose and responsibilities of the nominating and corporate governance committee, including:
• screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the DMY Board, and recommending to the DMY Board candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the DMY Board;
• developing and recommending to the DMY Board and overseeing implementation of our corporate governance guidelines;
• coordinating and overseeing the annual self-evaluation of the DMY Board, its committees, individual directors and management in the governance DMY; and
• reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
Our nominating and corporate governance committee charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention terms.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the DMY Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to the DMY Board.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on the DMY Board.
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Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We have filed a copy of our form of the Code of Business Conduct and Ethics and our audit committee and compensation committee charters as exhibits to the registration statement that was filed in connection with our IPO. This document may be reviewed by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees will be provided without charge upon request from us.
Insider Trading Policy
We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate family members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards while they are in possession of material nonpublic information (the “Insider Trading Policy”). It is also the policy of DMY to comply with all applicable securities laws when transacting in its own securities. A copy of the Insider Trading Policy is filed as an exhibit to DMY’s Annual Report on Form 10-K for the year ended December 31, 2024.
Conflicts of Interest
In general, officers and directors of a corporation incorporated under the laws of the Commonwealth of Massachusetts are liable for any breach of the director’s duty of loyalty to the corporation or its shareholders. A conflict of interest is a transaction in which the director has a material direct or indirect interest and could be a breach of the director’s duty of loyalty unless:
• the material facts of the transaction and the director’s interest is disclosed or known to the DMY Board, and the DMY Board or a committee of the DMY Board approves the transaction;
• the material facts of the transaction and the director’s interest are disclosed or known to the shareholders entitled to vote and they approve the transaction; or
• the transaction is fair to the corporation.
Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties, contractual obligations, or other material management relationships. The fiduciary duties owed by such individuals are prescribed by applicable law based on the jurisdiction of such entity’s incorporation, formation or organization.
|
Individual |
Entity |
Entity’s Business |
Affiliation |
|||
|
Harry L. You |
Broadcom Inc. |
Semiconductor manufacturing company |
Director; Member of the Executive Committee; Chairman of the Compensation Committee |
|||
|
Rain Enhancement Technologies Holdco, Inc. |
Environmental technology |
Executive Chairman and Director |
||||
|
Berto Acquisition Corp. |
SPAC |
Executive Chairman |
||||
|
Darla Anderson |
Berto Acquisition Corp. |
SPAC |
Director |
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|
Individual |
Entity |
Entity’s Business |
Affiliation |
|||
|
Francesca Luthi |
Assurant |
Insurance Company |
Executive Vice President and Chief Operating Officer |
|||
|
Constance Weaver |
Equitable Holdings, Inc. |
Financial services and insurance company |
Chief Marketing Officer |
|||
|
Berto Acquisition Corp. |
SPAC |
Director |
The precise duties owed by a director or officer to an entity can vary depending on the law of jurisdiction of the entity’s formation, and in some cases, may be varied by contractual arrangement with the entity and/or its equity holders. However, in general, the typical common law duties owed by a director or officer to an entity are to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director or officer (as applicable) in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director or officer (as applicable) without those skills.
In addition, the Sponsor and our executive officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete the Business Combination with Horizon.
Potential investors should also be aware of the following other potential conflicts of interest:
• the fact that the Sponsor holds 1,163,484 Founder Shares which were initially purchased for an aggregate of $25,000, and such shares will have a significantly higher value at the time of the Business Combination. At the Closing, the Sponsor will hold an aggregate of 1,163,484 Holdco Class A Ordinary Shares issued upon the conversion of such Founder Shares, which if unrestricted and freely tradeable, would be valued at approximately $14.5 million, based on the $12.45 closing price of the DMY Class A Shares on OTCQB on January 28, 2026. However, given that such Holdco Class A Ordinary Shares will be subject to a lock-up described elsewhere in this proxy statement/prospectus, DMY believes such shares have less value;
• the fact that, as a result of the low purchase price paid for the Founder Shares, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment even at a time when the Holdco Class A Ordinary Shares have lost significant value. Accordingly, the economic interests of the Sponsor diverge from the economic interests of Public Shareholders because the Sponsor will realize a gain on its investment from the completion of any business combination while Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share;
• the fact that the Sponsor holds 2,884,660 DMY Private Warrants, initially purchased for $1.00 per DMY Private Warrant, or $2,884,660 in the aggregate, in a private placement that occurred simultaneously with the closing of the DMY IPO; such warrants will automatically be assumed by Holdco at the effective time of the SPAC Merger and will become Holdco Private Warrants exercisable for 2,884,660 Holdco Class A Ordinary Shares at an initial exercise price of $11.50 per share. DMY estimates that, at the Closing, if unrestricted and freely tradeable, such Holdco Warrants would be valued at approximately $7.3 million, based on the $2.53 closing price of the DMY Public Warrants on OTCQB on January 28, 2026. However, given that such Holdco Warrants will be subject to a lock-up described elsewhere in this proxy statement/prospectus, DMY believes such warrants have less value;
• the fact that Sponsor has waived its right to redeem any DMY Common Stock held by it in connection with the shareholder vote to approve the Business Combination;
• the fact that, if DMY were to liquidate rather than complete an initial business combination, the Sponsor will lose its entire investment in DMY, which totals approximately $7,349,177 as of the date of this proxy statement/prospectus, comprising the $25,000 purchase price for the Founder Shares, the $2,884,660 purchase price for the DMY Private Warrants purchased by Sponsor in a private placement concurrently
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with the DMY IPO, the $947,850 Overfunding Loan, an aggregate of $1,191,667 of Contributions for Extensions to the Combination Period, up to $1.5 million of which may be converted into Holdco Private Warrants or repaid in cash at the Closing, and approximately $2,300,000 of other loans, advances, and out-of-pocket expenses. However, if DMY fails to consummate a business combination within the Combination Period and liquidates, such loans will not be converted into warrants and any loans, advances, and out-of-pocket expenses will only be repaid to the extent of any cash outside of the Trust Account. The potential loss of this investment may have incentivized Sponsor and its affiliates to pursue a business combination transaction on unfavorable terms in order to avoid a liquidation;
• the fact that, if the Trust Account is liquidated, including in the event DMY is unable to complete an initial business combination within the Combination Period, the Sponsor has agreed that it will be liable to DMY if and to the extent any claims by a third party for services rendered or products sold to DMY, or a prospective target business with which DMY has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable and up to $100,000 of interest to pay dissolution expenses; provided that such obligation will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (whether or not such waiver is enforceable), any claims by DMY’s independent registered public accounting firm, or any claims under the indemnity of the underwriters of the DMY IPO against certain liabilities, including liabilities under the Securities Act;
• the fact that Harry You, DMY’s Chairman, Chief Executive Officer, and Chief Financial Officer and an affiliate of the Sponsor, is expected to be a director of Holdco after the Closing. As such, in the future, Mr. You may receive fees for his service as a director, which may consist of cash or stock-based awards, and any other remuneration that the Holdco Board determines to pay to its non-employee directors;
• the fact that Harry You entered into a SAFE with Horizon on December 18, 2025, with a face amount of $500,000, which will convert into 49,783 Holdco Class A Ordinary Shares at the Closing, using an Estimated Exchange Ratio of 2.46. If the Business Combination is not completed, then Mr. You would retain an investment in Horizon as a private company;
• the fact that, pursuant to the Registration Rights Agreement, the Sponsor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the Holdco Ordinary Shares and Holdco Warrants held by it following the consummation of the Business Combination. DMY estimates that the Sponsor will hold an aggregate of 1,163,484 Holdco Class A Ordinary Shares, 2,884,660 Holdco Warrants, and 2,884,660 Holdco Class A Ordinary Shares underlying Holdco Warrants subject to registration rights;
• the fact that each of DMY’s directors, other than Harry You, will receive $100,000 in cash as compensation for director services upon the earlier of the Closing or DMY’s liquidation. Although such directors are entitled to receive such compensation even if DMY does not consummate an initial business combination before the end of the Combination Period and liquidates, such persons will not have any claim against the Trust Account for such payments. Accordingly, in the event that DMY liquidates, DMY may be unable to pay such director fees;
• the fact that Holdco and Horizon agreed to enter into the Sponsor Indemnification Agreement with Sponsor at the Closing, pursuant to which Holdco and Horizon will indemnify, exonerate and hold harmless Sponsor and the Sponsor Indemnified Persons from and against any and all Sponsor Indemnified Liabilities arising out of or relating to any pending or threatened action, cause of action, suit, litigation, investigation, proceeding, inquiry, arbitration or claim against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arise out of or relates to DMY’s operations or conduct of its business, the Business Combination, and/or any claim against the Sponsor and/or a Sponsor Indemnified Person alleging any expressed or implied management, control or endorsement of any activities of DMY, or any express or implied association with Holdco, Horizon, or DMY, or any of their respective affiliates. The Sponsor Indemnification Agreement will not however apply to claims arising primarily out of (a) any breach by such Sponsor Indemnified Person of any other
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agreement between such Sponsor Indemnified Person, on the one hand, and Horizon, Holdco or DMY or any of their respective subsidiaries, on the other hand, or (b) the willful misconduct, gross negligence or bad faith of such Sponsor Indemnified Person; and
• the continued indemnification of former and current directors and officers of DMY and the Sponsor and the continuation of directors’ and officer’s liability insurance after the Business Combination.
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of an initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.
Limitation on Liability and Indemnification of Officers and Directors
The DMY Articles provide that our officers and directors will be indemnified by us to the fullest extent authorized by Massachusetts law, as it now exists or may in the future be amended. In addition, the DMY Articles provide that our directors will not be personally liable for monetary damages to us or our shareholders for breaches of their fiduciary duty as directors, except that this does not eliminate or limit their liability for breach of their fiduciary duty of loyalty to us or our shareholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, under the MBCA, or for any transaction from which the they derive an improper personal benefit.
We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in the DMY Articles. The DMY Articles also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, to the fullest extent permitted by the MBCA and applicable law. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Except with respect to any Public Shares they may have acquired in our IPO or thereafter (in the event we do not consummate an initial business combination), our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the initial Business Combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the Trust Account, and not to seek recourse against the Trust Account for any reason whatsoever, including with respect to such indemnification.
These provisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
Legal Proceedings
As of the date of this proxy statement/prospectus, to the knowledge of our management, there was no material litigation, arbitration or governmental proceeding pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding.
Periodic Reporting and Audited Financial Statements
DMY has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual and quarterly reports with the SEC. In accordance with the requirements of the Exchange Act, DMY’s annual reports contain consolidated financial statements audited and reported on by DMY’s independent registered public accounting firm.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DMY
The following discussion and analysis of DMY’s financial condition and results of operations of dMY Squared Technology Group, Inc. (for purposes of this section, “DMY”, “we,” “us” and “our”) should be read in conjunction with the unaudited condensed consolidated financial statements of DMY as of and for the three and nine months ended September 30, 2025 and the audited financial statements of DMY as of and for the years ended December 31, 2024 and 2023, and the notes thereto, included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this proxy statement/prospectus.
Overview
DMY is a blank check company incorporated in Massachusetts. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
As of September 30, 2025, we had not commenced any operations. All activity for the period from February 15, 2022 (inception) through September 30, 2025 relates to our formation and the DMY IPO, and since the closing of the DMY IPO, the search for a prospective initial business combination. We will not generate any operating revenues until after the completion of our initial business combination, at the earliest. We generate non-operating income from the proceeds derived from the DMY IPO. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.
Tax Withdrawals from Trust Account
In January 2024 and April 2024, we withdrew a total of approximately $1.9 million of funds from the Trust Account for purposes of payment of tax liabilities and tax estimates, and such funds were deposited into our operating account. Funds representing interest earned on the amounts held in the Trust Account are permitted to be withdrawn from the Trust Account for the payment of taxes under the DMY Articles and the terms of the Trust Agreement. On April 17, 2024, we paid approximately $0.89 million for 2023 taxes, leaving approximately $0.97 million remaining to be used for upcoming tax estimates. We used approximately $0.69 million of the balance of the withdrawn funds for the payment of general operating expenses. DMY management determined that the use of funds was not in accordance with the Trust Agreement, and, in March 2025, the Sponsor contributed approximately $0.73 million to us representing the amount of such operating expenses plus approximately $0.04 million in respect of interest that would have been earned on the remaining amount of approximately $0.97 million for the period from the original withdrawals to the date of the contribution. We paid an aggregate of approximately $0.75 million for tax obligations on March 21, 2025. On March 25, 2025, we re-contributed to the Trust Account approximately $0.22 million of the remaining amounts not used for payment of taxes plus approximately $0.04 million in respect of interest that would have been earned had such funds remained in the Trust Account.
Excise Tax
On August 16, 2022, the Inflation Reduction Act of 2022 (H.R. 5376) was signed into federal law. The IRA provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including certain redemptions) of stock by publicly traded domestic (i.e. U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations (each, a “Covered Corporation”) occurring on or after January 1, 2023 (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. For purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year, subject to certain exceptions.
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The U.S. Department of Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. On June 28, 2024, the Treasury issued final Treasury regulations on the procedural aspects of the Excise Tax reporting and payment, and on November 24, 2025, the Treasury issued final Treasury regulations that provide operating rules for the Excise Tax, including rules governing the computation of the Excise Tax.
Under the final regulations, redemptions of our Public Shares in January 2024 and December 2025 in connection with the First Extension and Second Extension are expected to be subject to the Excise Tax. Failure to timely pay the obligation in full would subject our company to additional interest and penalties. We submitted our 2024 Excise Tax return in September 2025. As of the date the unaudited condensed financial statements as of and for the quarter ended September 30, 2025 were issued, the filing remained under processing by the Internal Revenue Service, and payment of the related Excise Tax will be completed following IRS acceptance. We accrued approximately $126,000 in penalties and late fees in connection with the Excise Tax in the accompanying unaudited condensed balance sheet.
During the three months ended June 30, 2025, we recorded an Excise Tax expense related to the January 2024 redemption of Public Shares of approximately $420,000. The liability is recorded as a charge to accumulated deficit in accordance with ASC 480-10-S99-3A, “Classification and Measurement of Redeemable Securities”. As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 3, 2025, the applicability of the Excise Tax to such redemptions was uncertain at year-end due to pending regulatory guidance and other factors. In 2025, based on additional guidance and analysis, management concluded that recognition of the obligation was appropriate.
Transfer of Listing
Pursuant to NYSE American Rules Section 119(b), we were required to complete our initial business combination within 36 months of the effective date of our IPO registration statement, which date was September 29, 2025. Because we did not complete our initial business combination by such date, the trading of our securities was suspended at the closing of business on September 29, 2025, and our securities were removed from listing and registration on NYSE American exchange.
We began trading our DMY Class A Shares and DMY Public Warrants on the OTCQB Market and our DMY Units on the OTCID Market under the symbols “DMYY”, “DMYYW”, and “DMYYU”, respectively, effective at the open of trading on September 30, 2025.
We remain a reporting entity under the Securities Exchange Act of 1934, as amended, with respect to continued disclosure of financial and operational information. However, there may be a very limited market in which our securities are traded, and the trading price of our securities may be adversely affected. We can provide no assurance that our securities will continue to trade on the OTC Market, whether broker-dealers will continue to provide public quotes of our securities on the OTC Market, or whether the trading volume of our securities will be sufficient to provide for an efficient trading market for existing and potential holders of our securities. See “Risk Factors — Risks Related to DMY and the Business Combination — DMY’s securities were delisted from trading on the NYSE American exchange and trade on the OTC Markets, which could limit investors’ ability to make transactions in DMY’s securities and subject DMY to additional trading restrictions.”
Proposed Business Combination with Horizon
On September 9, 2025, we entered into the Business Combination Agreement with Horizon, Holdco, and the Merger Subs pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, the following will occur: (i) the Amalgamation of Horizon and Merger Sub 1, with Horizon surviving as the amalgamated company and as a wholly-owned subsidiary of Holdco; (ii) the Merger of Merger Sub 2 with and into DMY, with DMY surviving the Merger as a wholly-owned subsidiary of Holdco; and (iii) DMY and Horizon will consummate the other transactions contemplated by the Business Combination Agreement. See “Proposal No. 1 — The Business Combination Proposal” for more information.
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Liquidity and Capital Resources: Going Concern Consideration
As of September 30, 2025, DMY had minimal cash and working capital deficit of approximately $6.9 million. Further, DMY has incurred and expected to continue to incur significant costs in pursuit of its acquisition plans.
Prior to the consummation of the DMY IPO, DMY’s liquidity needs were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares and a loan under a promissory note in the amount of approximately $145,000. DMY fully repaid the note balance on October 4, 2022. The note was no longer available to DMY after closing of its IPO. Subsequent to the closing of the DMY IPO and the underwriters’ partial exercise of their over-allotment option, DMY’s liquidity needs have been satisfied through the net proceeds from the consummation of the DMY IPO and the Private Placement held outside of the Trust Account and advances from related parties (approximately $1.5 million in advances outstanding as of September 30, 2025).
In addition, in order to provide the Contribution and to finance transaction costs in connection with a business combination, DMY issued the Extension Note to Mr. You with a principal amount up to $1.75 million on January 2, 2024 as discussed above. As of September 30, 2025, DMY had an outstanding amount of $1,091,667 under the Extension Note. Subsequent to September 30, 2025, DMY borrowed an additional amount of $100,000, increasing the total amount outstanding under the Extension Note to $1,191,667. All proceeds received under the Extension Note were contributed into the Trust Account in connection with extensions of the Combination Period to December 29, 2025.
In connection with the management’s assessment of going concern considerations in accordance with FASB Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements — Going Concern,” DMY’s management has determined that the liquidity condition, mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about its ability to continue as a going concern through the earlier of the liquidation date or the completion of the initial business combination. There is no assurance that DMY’s plans to consummate the Business Combination with Horizon will be successful or successful within the Combination Period. The unaudited condensed financial statements included elsewhere in this proxy statement/prospectus do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
Various macroeconomic, geopolitical and regulatory uncertainties and challenges pose risks to economic conditions in the U.S. and globally, including, among others, any resurgence in inflation; changes to trade, immigration, energy and other policies resulting from the new U.S. administration; changes in interest rate policies; the Russia-Ukraine war; conflicts in the Middle East; and economic conditions and tensions involving China.
These and other risks could negatively impact economic growth rates and unemployment levels in the U.S. and other countries and result in volatility and disruptions in financial markets. Such risks could also adversely affect DMY’s search for an initial business combination and any target business with which DMY may ultimately consummate an initial business combination.
The proposed regulations in connection with the IR Act have not been finalized, and whether and to what extent DMY would be subject to the Excise Tax on a redemption of Public Shares or other stock issued by DMY will depend on various factors, and the amount of such tax could be subject to changes. Funds in the Trust Account, including any interest earned thereon, will not be used to pay for any Excise Tax liabilities with respect to any redemptions that occur prior to or in connection with a Business Combination or liquidation of DMY. The foregoing could cause a reduction in the cash available on hand to complete the Business Combination and in DMY’s ability to complete the Business Combination. See “Risk Factors — The 1% U.S. federal excise tax is expected to be imposed on DMY in connection with redemptions of DMY Class A Shares” for more information.
Results of Operations
Our entire activity from February 15, 2022 (inception) through September 30, 2025 is related to our formation and the preparation for our IPO, and since the closing of our IPO, the search for a prospective initial business combination. We will not generate any operating revenues until after the completion of our initial business combination. We generate
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non-operating income in the form of investment income from the Trust Account. We will continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. Additionally, we recognize non-cash gains and losses within other income (expense) related to changes in recurring fair value measurement of our derivative liabilities at each reporting period.
For the nine months ended September 30, 2025, we had net loss of approximately $11.9 million, which consisted of approximately $3.2 million of general and administrative expenses (of which $90,000 was for administrative expenses paid to our Sponsor and approximately $2.5 million was for merger expenses) and approximately $191,000 of tax expenses, and approximately $9.2 million of loss from change in fair value of the derivative warrant liabilities, partially offset by approximately $809,000 of interest income from operating account and cash and investments held in the Trust Account.
For the nine months ended September 30, 2024, we had net loss of approximately $344,000, which consisted of approximately $793,000 of general and administrative expenses (of which $90,000 was for administrative expenses paid to our Sponsor) and approximately $798,000 of tax expenses, partially offset by approximately $1.0 million of interest income from operating account and investments held in the Trust Account and approximately $242,000 of gain from change in fair value of the derivative warrant liabilities.
For the year ended December 31, 2024, we had net loss of approximately $819,000, which consisted of approximately $1.1 million of general and administrative expenses (of which $120,000 was for administrative expenses paid to our Sponsor) and approximately $482,000 of tax expenses, and approximately $544,000 of loss from change in fair value of the derivative warrant liabilities, partially offset by approximately $1.3 million of interest income from operating account and investments held in the Trust Account.
For the year ended December 31, 2023, we had net income of approximately $2.3 million, which consisted of approximately $1.6 million of the change in fair value of the derivative warrant liabilities and approximately $3.1 million of interest income from operating account and investments held in Trust Account, partially offset by approximately $1.5 million of general and administrative expenses (of which $120,000 was for administrative expenses paid to our Sponsor) and approximately $947,000 of tax expenses.
Contractual Obligations
Administrative Services Agreement
On October 4, 2022, we entered into an agreement pursuant to which we agreed to pay our Sponsor $10,000 per month for office space, administrative and support services. Upon completion of a business combination or our liquidation, we will cease paying these monthly fees. We recorded $30,000 and $90,000 in connection with such fees during each of the three and nine months ended September 30, 2025 and 2024 in the accompanying unaudited condensed statements of operations. We recorded an outstanding balance of $280,000 and $190,000 as of September 30, 2025 and December 31, 2024, respectively in connection with such fees in accrued expenses in the accompanying balance sheets.
Our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates.
Registration Rights
The holders of Founder Shares, DMY Private Warrants and warrants that may be issued upon conversion of working capital loans and the Contributions (and any shares of common stock issuable upon the exercise of the DMY Private Warrants or warrants issued upon conversion of the Working Capital Loans and the Contributions and upon conversion of the Founder Shares and the Overfunding Loans), will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the DMY IPO. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.
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Underwriting Agreement
Needham, as underwriter of the DMY IPO, received an Upfront Discount of $0.14 per DMY Unit, or $884,660 in the aggregate, paid upon the closing of the DMY IPO, including the underwriters’ partial exercise of their over-allotment option. In addition, Needham is entitled to a Deferred Discount $0.35 per DMY Unit, or $2,211,650 in the aggregate. The Deferred Discount will become payable to Needham from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.
Overfunding Loans
Simultaneously with the closing of the DMY IPO, the Sponsor extended the Overfunding Loan to DMY in an aggregate amount of $900,000. On October 11, 2022, simultaneously with the sale of additional DMY Units in the underwriters’ partial exercise of their over-allotment option, the Sponsor extended an additional Overfunding Loan to DMY in an amount of $47,850, for an aggregate outstanding principal amount of $947,850 to be deposited in the Trust Account. Upon the closing of the initial Business Combination, the Overfunding Loans will be repaid or converted into DMY Class A Shares at a conversion price of $10.00 per share (or a combination of both), at the Sponsor’s discretion. If DMY does not complete an initial Business Combination, it will not repay the Overfunding Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Public Shareholders; however, DMY may repay the Overfunding Loans if there are funds available outside the Trust Account to do so.
Extension Promissory Note
In connection with the Contribution and advances our Sponsor may make in the future to DMY for working capital expenses, on January 2, 2024, we issued the Extension Note to Harry You, an affiliate of our Sponsor, with a principal amount up to $1.75 million. The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of our initial business combination, or (b) the date of our liquidation. If we do not consummate an initial business combination by the end of the Combination Period, the Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of our initial business combination, up to $1,500,000 of the outstanding principal of the Extension Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the Sponsor. Such warrants will have terms identical to the DMY Private Warrants.
As of September 30, 2025, we had an outstanding amount of $1,091,667 under the Extension Note. Subsequent to September 30, 2025, we borrowed an additional amount of $100,000, increasing the total amount outstanding under the Extension Note to $1,191,667. All proceeds received under the Extension Note were contributed into the Trust Account in connection with extensions of the Combination Period to December 29, 2025.
The option to convert the Extension Note into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in our statements of operations each reporting period until the Extension Note is repaid or converted. As of the funding date and September 30, 2025, the fair value of the embedded conversion option was de minimis.
Critical Accounting Estimates
The preparation of the financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and the reported amounts of income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Warrant Liabilities
The DMY Public Warrants and the DMY Private Warrants were recognized as derivative liabilities in accordance with ASC 815. Accordingly, we recognized the warrant instruments as liabilities at fair value and will adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value will be recognized in the statements of operations. The fair value of
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the DMY Public Warrants and DMY Private Warrants were initially measured at fair value using the Black-Scholes model and the Monte Carlo simulation model, respectively. Beginning in December 2022, the fair value of DMY Public Warrants has been measured based on the listed market price of such DMY Public Warrants. The estimated fair value of the DMY Private Warrants was subsequently determined using the Monte Carlo simulation method with Level 3 inputs. The determination of the fair value of the derivative warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.
Off-Balance Sheet Arrangements and Contractual Obligations
As of September 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(b)(1) of Regulation S-K and did not have any commitments or contractual obligations.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
As an “emerging growth company”, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.
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INFORMATION ABOUT HORIZON
Unless the context requires otherwise, references in this section to “Horizon,” “we,” “our” or “us” refer to Horizon Quantum Computing Pte. Ltd., a Singapore private company limited by shares, and its consolidated subsidiaries.
Overview
Horizon is building software infrastructure to make quantum computers accessible to commercial enterprises and hardware providers. By bridging the gap between today’s hardware and tomorrow’s applications, Horizon seeks to equip developers, researchers, and enterprises with the quantum software infrastructure needed to solve real-world problems.
To do this, Horizon is following an ambitious plan to create development tools that can automatically accelerate code written for conventional computers on quantum computers. With this differentiated approach, Horizon is developing methods to generate quantum-accelerated solutions — exploiting quantum effects such as superposition and entanglement — from legacy code and conventional software.
Today, Horizon’s Triple Alpha software is an integrated development environment that gives users access to Horizon’s development, deployment, and execution infrastructure. It enables developers to create sophisticated, portable, hardware-agnostic quantum programs. Users can code at multiple abstraction levels, compile and optimize programs across many real quantum computers and simulators, and deploy applications as Application Programming Interfaces (“APIs”). Horizon has key collaborative relationships with leading hardware providers including Alice & Bob, Oxford Quantum Circuits Ltd., QuEra Computing Inc., and Rigetti Computing, Inc. (“Rigetti”) (see “— Business Model — Hardware Vendors”).
Triple Alpha is currently in early access with select vendors. Horizon has received inbound interest in early access requests from more than 40 major corporations, 80 universities, 10 quantum software companies, and 15 national labs, government agencies and research organizations.
Horizon is still in the early stages of scaling its business. Since its inception, Horizon has incurred operating losses. Its ability to generate revenue sufficient to achieve profitability will depend heavily on the further development and commercialization of quantum computers and their software infrastructure.
The Quantum Software Opportunity
Since its emergence in the 1950s, conventional computing has dramatically altered the way humans live, work, and do business. As powerful as conventional computers have become, there are still many calculations they can’t perform.
Unlike conventional computers, which process information as 0s or 1s, quantum computers store and process information as quantum states. Quantum computers use qubits — which can exist simultaneously in a superposition of both 0 and 1. Qubits in superposition can explore different branches of a computation, and quantum computers can use quantum interference to extract information from that superposition to accelerate certain calculations.
Because of these capabilities, quantum computers have the potential to tackle problems that have long been intractable for conventional computers, such as simulating complex physical systems (from molecular dynamics to fluid flow), accelerating training and inference in machine learning, and solving hard optimization problems across many industries.
For decades, conventional computers improved because integrated circuits followed Moore’s Law: the number of transistors on a chip doubled about every two years, resulting in exponential growth. However, in recent years, this progress has begun to hit physical limits, with the rate of improvement in important performance metrics, such as clock speed and single thread performance, slowing or stopping entirely.
Meanwhile, the power of quantum computers is predicted to grow double exponentially with time — a phenomenon known as Neven’s Law. The number of qubits in quantum computers is doubling regularly, more frequently than transistors doubled in classical computing, but for each incremental qubit, quantum processors become up to twice as hard to simulate. As qubits scale and become more reliable, classical simulation moves out of reach.
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After years of anticipation, recent advances at the quantum hardware level suggest that quantum advantage — the point at which quantum computing’s capabilities begin to surpass those of conventional computing — is drawing near. In late 2024, multi-round quantum error correction was convincingly demonstrated for the first time, paving the way for reliable quantum computers. The resources needed to produce error-free logical qubits have fallen by orders of magnitude in recent years, and multiple demonstrations have shown that classical computers can no longer easily simulate quantum ones. The Global Risk Institute’s 2024 report on the state of quantum found that most experts surveyed expect useful commercial applications for quantum computers to emerge in the next three to five years.
But hardware is only half the battle. Every computer needs software to be effective, and classical code doesn’t run on quantum machines.
While the ability to exploit quantum effects gives quantum computers their power, it also makes constructing quantum algorithms especially difficult. To achieve an advantage over classical computation, quantum algorithms must harness interference between different branches in a quantum superposition. Less than a few hundred specialists worldwide have demonstrated the ability to create new quantum algorithms. Without a deep knowledge of quantum mechanics, most developers and domain experts are forced to shoehorn their problems into a limited set of known algorithms rather than create new ones specific to their use case.
Horizon believes that the industry’s recent breakthroughs have fundamentally changed the commercial trajectory for quantum computers. However, a looming question remains: if every company had access to fault-tolerant quantum computers tomorrow, who would program them?
Horizon believes that programming quantum computers should be as accessible and straightforward as programming conventional ones. The company is pursuing the goal of making quantum computing accessible to every software developer — regardless of quantum expertise — to enable the widespread, commercial adoption of quantum computing. In pursuit of this goal, Horizon has developed techniques for automatically constructing quantum accelerated applications based on code written for conventional computers and has developed software infrastructure to close the gap between classical and quantum software development.
Triple Alpha, Horizon’s integrated development environment, aims to set the gold standard for developing and deploying applications on quantum computers. Triple Alpha contains proprietary languages and a compiler, which allow developers to create sophisticated applications that make use of advanced features such as full control flow and dynamic memory allocation in quantum programs, while leveraging Horizon’s deployment and execution infrastructure to run these programs on today’s quantum computers. See “— Horizon’s Technology.”
Horizon believes that the recent pace of hardware advancement suggests that software development will become the limiting factor for real-world applications of quantum advantage. As quantum computing reaches an inflection point, Horizon believes its product development and go-to-market roadmap can deliver the software infrastructure needed to realize practical quantum advantage. While many current quantum software development tools are locked to specific hardware or limited to expressing only static circuits, Horizon expects that its hardware-agnostic approach will allow users to transfer skills and applications across machines, regardless of the vendor or underlying modality, while still taking advantage of advanced capabilities such as dynamic circuits and pulse-level control.
Corporate History
Horizon was founded in 2018 in Singapore to close the gap between quantum hardware and application. In November 2018, Horizon successfully secured seed funding. In March 2019, Horizon hired its first three employees and began operations. In early 2020, Horizon was one of the first external companies to be granted access to Rigetti’s pulse-level programming interface Quil-T, which Horizon used to demonstrate proprietary techniques for rapidly characterizing quantum processors and reducing errors.
In 2021, Horizon demonstrated key parts of its compile chain including automatic recognition of opportunities for quantum acceleration in a subset of the MATLAB programming language. In 2022, Horizon became the first start-up to host a node on Singapore’s National Quantum-Safe Network. This node enabled a collaboration with the AWS Center for Quantum Networking, Fortinet Inc., and the Centre for Quantum Technologies at the National University of Singapore to demonstrate a point-to-point, quantum-secured communications link over approximately 16 kilometers. That year, the company also introduced new techniques for enabling general control flow execution on quantum computers that lack native support for feed-forward.
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In 2023, Horizon opened a second office in Dublin, Ireland. Late that year, the company launched early access to Triple Alpha, its integrated development environment, and implemented a first demonstration of interactive quantum computing enabled by the system.
In 2024, Horizon unveiled new capabilities in Triple Alpha, including support for dynamic quantum memory allocation, measurement-based quantum computing, and pulse-level control, along with a powerful new approach to program optimization that works for arbitrary instruction sets. It also initiated development of a hardware testbed at the Singapore headquarters. Designed to host and tightly integrate quantum computers with the Triple Alpha platform, the testbed takes a modular multi-vendor approach, allowing Horizon to deeply integrate its software infrastructure with different hardware configurations and to upgrade the systems over time.
In 2025, Horizon completed the assembly and integration of a fully operational quantum computer in its Singapore testbed. We also extended the capabilities of its software stack, introducing pulse optimization, which enables programmers to deploy any gate with pulses, and real-time execution, which is facilitated by compiling programs to control systems code. At the end of the year, Horizon previewed Beryllium, its object-oriented programming language.
Horizon is a founding partner of both the Southeast Asia Quantum Industry Association and the Quantum Business Network in APAC, and of the Trinity Quantum Alliance in Ireland. The company has also joined industry bodies like the Quantum Industrial Standard Association of Korea and the European Quantum Industry Consortium.
Technology Approach
The Applications Bottleneck: Three Factors Limiting Quantum Software Development
Three interrelated challenges are limiting quantum software development.
• Algorithm design — The difficulty of writing quantum algorithms is a major barrier. Less than a few hundred specialists worldwide have the quantum expertise to create them. Translating real-world problems into quantum code requires an even rarer combination of skills: deep understanding of the intricacies of both quantum algorithms and the relevant application domain, such as chemistry or finance, which is possessed by only a handful of professionals worldwide.
• Hardware abstraction — The hardware landscape is diverse and highly fragmented. Each competing platform has its own strengths, limitations, and instruction sets, making it extremely difficult to write programs that run efficiently on multiple devices without substantial rewriting.
• Programming abstraction — Most available quantum software development tools require a low-level, gate-by-gate programming approach. The absence of high-level abstractions limits developers’ ability to focus on the computational problem itself, forcing them instead to grapple with the mechanics of circuit construction and quantum gates. This complexity also prevents many classical programmers from engaging with the technology as it emerges.
Together, these factors form an applications bottleneck — one that’s poised to slow the commercial adoption of quantum computing by constraining the development of practical, scalable software.
Horizon’s Approach to Algorithm Design
Today, practitioners generally take two broad approaches to constructing quantum algorithms.
The first approach focuses on identifying structures within a problem that a quantum computer can exploit using quantum interference, thereby producing a solution. This method requires carefully analyzing the problem, uncovering these structures and looking for opportunities to exploit known techniques, such as the quantum Fourier transform, to extract enough useful information to reveal a solution with limited classical computation. This approach requires deep expertise but often produces algorithms that are relatively straightforward to analyze, usually making it clear whether these algorithms offer an advantage over their classical counterparts. Well-known examples include Shor’s algorithm for factoring and Grover’s algorithm for unstructured search.
The second approach treats a quantum circuit as a flexible template with adjustable parameters. It uses repeated evaluations of the circuit and classical optimization to find parameter values that achieve the desired outcome. In essence, this amounts to guessing a family of circuits that might contain a circuit capable of solving the problem, then
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using classical optimization techniques, such as stochastic gradient descent, to tune its parameters to find a solution. Prominent examples of algorithms of this kind include the variational quantum eigensolver (VQE), the quantum approximate optimization algorithm (QAOA), and various variational quantum machine learning approaches. This approach is appealing because it is relatively straightforward to implement on cloud-based quantum computers, and it produces usable results for small problems across many tasks. However, variational algorithms are difficult to analyze, and they provide few guarantees about efficiency or scalability — factors which are key to realizing quantum advantage. They also tend to consume far more compute time than more structured, single-shot algorithms, though they are typically more robust to noise.
Horizon takes a different approach to constructing quantum algorithms. The company views algorithm construction as a compilation problem, so rather than attempting to construct algorithms manually for specific problems, it has developed techniques to enable the automatic construction of quantum algorithms from code written for conventional computers. These techniques include decomposing loops and control-flow into simple primitives that can be recognized and replaced with more efficient quantum subroutines and replacing basic algorithms and data structures with more efficient quantum implementations.
With this approach, Horizon aims to make quantum acceleration broadly applicable wherever a classical program exists or can be written, eliminating the need for a hand-crafted quantum algorithm for each new problem. Because some classical programs simply cannot be improved using quantum techniques, this approach is not guaranteed to speed up every program. However, the same is true for quantum algorithm design in general.
Horizon’s Approach to Hardware Abstraction
The evolution of programming tools developed by hardware vendors have tended to follow a common pattern. Their languages and frameworks have exposed only basic features initially, which are then expanded over time as a manufacturer adds new device capabilities. While this approach lets developers access new features as they become available, the resulting software infrastructure often evolves unevenly. As a result, developers face a moving target when writing software intended to run on future machines, which means that they can generally only begin development work for a future system once its hardware becomes available. This pattern slows down the progress of quantum computing by forcing hardware and software to develop sequentially rather than allowing for parallel development.
Most existing quantum programming frameworks are not built with hardware portability — the ability to run the same quantum program on different types of machines — in mind. Quantum programming approaches that do prioritize portability typically restrict programmers to static, gate-level quantum circuits as a means of maximizing compatibility and reach across platforms. Because static circuit evaluation is a minimum capability requirement supported by most hardware providers, this approach makes it possible to run programs on a relatively wide range of systems. However, the trade-off is limited access to hardware-specific features that differ across systems. Different systems introduce new capabilities — such as control flow and pulse-level control — at different times and in no set order. Because of the diversity of quantum hardware becoming available, fully capturing all these features while maintaining code portability has not yet been possible. As a result, portable programming approaches frequently omit features such as dynamic control, concurrent classical processing, fine-grained timing, and low-level pulse interaction, even though some devices already support them.
Horizon takes a different approach to portability and hardware abstraction. Its programming languages target an idealized abstract machine that pairs a quantum processing unit (QPU) with a classical control computer capable of issuing instructions, receiving results, keeping time, and communicating with external systems. Horizon’s languages (Beryllium, Helium, and Hydrogen) target this model. Its execution infrastructure then maps these programs onto current hardware by orchestrating multiple runs and using post-selection, segmentation, and host-side control to emulate more advanced behavior, including general control flow, classical processing, and networking. This software bridge adds some overhead in terms of the number of shots and latency, but it allows developers to express programs and protocols beyond what today’s hardware directly supports while obtaining results on today’s systems. This approach allows developers to program quantum computers in a flexible, portable, and future-proof way. In effect, it lets them focus on programming an ideal quantum computer rather than requiring that they spend their attention managing the details and limitations of individual devices.
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Horizon’s Approach to Programming Abstraction
The current state of quantum programming is similar to the early days of classical computing. Most tools still require developers to build quantum circuits gate by gate, sometimes making use of libraries or Python generators. Complete, end-to-end workflows — from describing a problem at a high level to running it on hardware — mostly exist only within specific vendor ecosystems and are often not portable. As a result, developers spend much of their time dealing with the mechanics of circuit construction instead of focusing on the intent of the program.
This situation is compounded by inconsistent support for capabilities expected in future systems, such as general control flow, evaluation of classical functions over measurement results, and dynamic memory management. Some platforms already offer a subset of these features, like dynamic circuits/conditionals or selective pulse/timing access, but the level of support varies between providers.
By adding in abstraction layer by layer, Horizon’s software infrastructure is designed to make quantum programming more accessible. At its base is Hydrogen, a portable, assembly-like language that supports general control flow and concurrent classical computation. It captures core operations expected of an idealized, future quantum computer. Above Hydrogen sits Helium, a BASIC-like language that retains these capabilities while adding higher-level features, including dynamic memory allocation and automatic generation of quantum circuits from C/C++.
Beryllium, Horizon’s object-oriented programming language, sits above Helium. Horizon previewed Beryllium in December 2025 and anticipates making the language available to Triple Alpha’s early access users in the first half of 2026.
With the introduction of object-oriented quantum programming — native quantum classes, functions, and libraries — Beryllium is expected to allow developers to define reusable quantum data types analogous to those in modern classical languages by letting programmers define what quantum algorithms should do without requiring that they worry about repeated low-level details, thereby empowering them to focus on high-level operations. With Beryllium, Horizon expects that Triple Alpha users will be able to develop and implement quantum algorithms more efficiently, making use of reusable components and data structures.
Beryllium prioritizes reusability and modularity, making it easier for new programs to draw from a growing library of components. In mature software ecosystems, code modularity produces a well-documented network effect: developers create libraries, which in turn lower the effort required to develop new applications, thereby attracting more developers.
Horizon’s layered approach to quantum programming seeks to enable developers to work at their preferred level of abstraction: those working on algorithm design can start at a higher level compared to those focused on device characterization. Across these layers, each language supports user-defined instruction sets with both gate- and pulse-level control. This design lets teams leverage higher-level abstractions while still expressing low-level behavior — whether reasoning about abstract quantum information processing or engaging directly with the physics of specific processors.
Horizon is developing these layers incrementally to seek to provide a stable platform for future integration with its quantum algorithm synthesis techniques, with the ultimate goal of enabling developers to write complete quantum programs using familiar classical languages.
Cloud-first Approach
Because quantum computers are incredibly sensitive, complex machines requiring highly specialized environments, they are expensive to build, difficult to maintain, and demand a significant amount of expertise to operate. As a result, most quantum computers are not sold for on-premises use; instead, they are housed in secure, controlled facilities and accessed remotely by developers and researchers through the cloud. This model effectively allows anyone with an internet connection to run quantum algorithms, without the prohibitive cost and complexity of owning the hardware themselves.
Horizon seeks to enable developers to write, compile, and deploy quantum programs to a variety of remote quantum processors and simulators without needing to own or manage the underlying hardware. The company has taken a cloud-first approach, where the end point of software development is a deployed web API that manages the execution of the quantum program. This approach is intended to allow developers to seamlessly integrate their quantum programs with a wide range of classical software technologies, with those programs being hosted and served through Horizon’s infrastructure.
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Horizon also operates its own hardware testbed. Offering both tools and hardware as a service simplifies the user experience, enables seamless deployment, and ensures that Horizon’s platform remains hardware-agnostic and scalable, empowering a broad base of developers to engage with quantum computing.
Horizon’s Technology
Horizon is designing tools that aim to set a new standard for quantum software development. The company’s core approach has been to develop the software infrastructure for the development, deployment, and execution of quantum programs, with significant technological breakthroughs achieved in the development and execution layers.
Development Infrastructure
Triple Alpha, Horizon’s integrated development environment, simplifies the process of creating quantum programs by enabling developers to code at various levels of abstraction, using Horizon’s proprietary languages. Most traditional quantum programming frameworks constrain programmers to working with static circuits, which makes algorithm design difficult, limiting what developers can express. Triple Alpha removes this constraint with its Turing-complete languages.
Beryllium is an object-oriented language that is expected to allow developers to use simple classical and quantum building blocks to progressively create richer, higher-level structures by reusing and extending what they have already defined. With Beryllium, developers can think in terms of information structure rather than qubits and low-level processing details. By making use of reusable components and data structures, Horizon believes that developers will able to focus on what quantum algorithms should do without needing to worry about repeated low-level details, which enables more efficient development and implementation of quantum algorithms.
By shifting the focus from how information is physically represented and processed in a quantum computer to how it can be structured and transformed, Beryllium is designed to raise the level of abstraction, reducing the need to manage quantum processing directly and making quantum software development more accessible to programmers without deep quantum expertise.
Triple Alpha compiles Beryllium to Helium. Helium is a BASIC-like language that simplifies the development of complex quantum programs by allowing classical and quantum operations to be expressed together in a single language. It introduces familiar control structures — loops, conditionals, subroutines — and supports concurrent classical/quantum flows. Because Helium is a Turing-complete language, developers can express algorithms of arbitrary complexity — including ones whose runtime can’t be determined in advance — unlocking a far broader class of quantum applications than traditional quantum programming framework.
Triple Alpha’s optimizing compiler then translates Helium down into Hydrogen, an assembly-level, architecture-agnostic language that can be further compiled to target specific quantum hardware. A portable, lower-level language, Hydrogen uses a structure of code blocks and conditional jumps to represent control flow constructs from Helium, such as “if” statements and “for” and “while” loops. Triple Alpha users can also work directly in Hydrogen, providing quantum computing experts with finer-grain control over the program structure.
Triple Alpha allows users to convert existing C and C++ functions directly into partial quantum circuits, making them available as callable subroutines within Helium. This eliminates the need to hand-design intricate circuits for the classical portions of quantum algorithms. The conversion of these functions into efficient quantum circuits means users can focus on error correction and quantum algorithm design without worrying about the minutiae of implementing functionality as reversible circuits or other gate-level concerns.
Once the program is in a low-level form, Triple Alpha’s program optimization engine applies peephole optimizations and other methods to simplify logic and remove redundant operations, refining circuits and performing gate sequences. It balances performance trade-offs to generate the most efficient implementation and optimizes the program for the target processor’s topology and instruction set. It outputs code in formats readable by different systems, such as QUA, OpenPulse, or QASM.
Contemporary quantum processors differ widely in instruction sets, so the program optimization engine converts code written in terms of a user-defined instruction set into the native instruction set of the target processor, in a noise-aware manner that respects the processor’s coupling constraints. Triple Alpha also quantifies the resources — such as gate count and qubit usage — required to run programs.
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Horizon has developed methods to emulate the control flow and other advanced features expressible in Hydrogen on today’s quantum processors using a hybrid classical/quantum approach. As a result, developers can execute programs on almost any quantum hardware, even if the device itself lacks native support for dynamic control. The result is optimized quantum applications that can run across hardware platforms without rewriting, ensuring longevity of code as the hardware landscape evolves.
Triple Alpha gives users access to pulse-level control, enabling developers to directly manipulate the pulses sent to the quantum processor from control systems. Users who want to target specific processors with fine-grain control over their quantum program can also code at the hardware level. At this level, users can write code in Hydrogen or in system-specific languages and frameworks, such as QASM or Quil. This non portable code is customized for constraints (number of qubits, connectivity graph, etc.) specific to the target processor, and users can still take advantage of Horizon’s deployment infrastructure.
Horizon is pursuing ambitious plans to make quantum programming much more accessible to developers with experience programming in classical languages. The company expects to complement its programming languages with deeper automation efforts in algorithm design. Horizon is pioneering a process called quantum algorithm synthesis, which aims to automatically accelerate code written in classical languages. This process works by automatically refactoring classical programs into a fixed set of algorithmic building blocks that can be recognized and replaced by more efficient implementations that exploit quantum processing. The company has previously demonstrated this approach on programs written in a common subset of Matlab/Octave and holds patents on the technology (see “— Intellectual Property”).
Building on the lessons learned from constructing Triple Alpha, Horizon plans to incorporate methods for algorithm synthesis into its compiler. The company’s ultimate objective in that regard is to develop a complete classical-to-quantum toolchain for major programming languages, with algorithm synthesis expected to emerge through the development of a new compiler layer. This layer would automatically generate quantum algorithms from conventional source code, preserving the exact function of the original program without requiring users to write any quantum-specific code.
This additional compiler layer would be designed to allow developers to program quantum computers in familiar classical languages — removing one of the greatest barriers to practical quantum computing.
Deployment Infrastructure
Horizon’s deployment infrastructure seeks to provide the bridge between quantum programs and front-end technologies. It follows design principles common in modern cloud infrastructure, providing a familiar framework for users. Once a quantum program has been compiled with Triple Alpha, it can be packaged and deployed as a web API. Through these deployed endpoints, users can send encoded inputs, interact with running programs, and retrieve outputs as the program is executed.
With Horizon’s deployment infrastructure, developers can integrate quantum functionality directly into other applications, whether through Python scripts, web interfaces, or even Excel macros, allowing developers to call and interact with quantum programs from familiar environments. Each deployed API includes authentication to ensure only authorized users can access or execute a program. The infrastructure also supports session management for deployed programs, maintaining isolated execution environments for multiple users or concurrent runs. This guarantees that one user’s interaction with a program does not interfere with another’s — a necessity for working in multi-user or collaborative settings.
Beyond deployment and access control, developers can manage program deployments and monitor usage within Triple Alpha. The API for a deployed quantum program allows users to control and oversee their runs, and it also allows classical applications to perform these same actions programmatically — starting, stopping, or canceling runs and monitoring real-time job status to track whether a task is queued, active, or has failed. Together, these features make Horizon’s deployment infrastructure a powerful and convenient tool for delivering quantum processing to end-user facing applications.
Horizon plans to extend its deployment infrastructure to provide developers with more granular control over program and resource management. These plans include refined access and budget controls, usage monitoring at the level of individual users and programs, and improved scheduling mechanisms for allocating access to constrained resources such as specific quantum computers. These enhancements will further strengthen Horizon’s ability to deliver secure, efficient, and scalable quantum workloads for organizations deploying quantum applications.
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Execution Infrastructure
Horizon’s execution infrastructure can run programs containing loops and recursive functions, runtime user inputs, mid-circuit measurements, and even calls to classical code or networked processes, capabilities that remove many of the rigid constraints of traditional circuit-based programming approaches. Many of these advanced features are unavailable through other tools on contemporary hardware systems.
Conventional programs rely on constructs like “while” loops and recursive functions, running until a solution is found — or indefinitely, if one isn’t. They aren’t a simple list of sequential instructions, and their runtime can’t always be predetermined. However, most of today’s quantum hardware can only execute fixed-length quantum circuits — programs whose structures must be known in advance, with zero or limited native support for dynamic runtime control, such as loops, recursion, or concurrent classical computation.
Horizon’s execution infrastructure seeks to overcome this limitation with full control flow support, making it possible to execute complex programs on quantum devices that lack native support for general control flow. It extends the capabilities of quantum processors, enabling them to perform beyond their built-in limitations that prohibit runtime decisions.
Control flow in Hydrogen is expressed through blocks — like the nodes of a flow chart — each containing a list of instructions and ending in a halt, advance, or branch instruction. When the program reaches a branch point, it needs new information — a measurement result, a classical computation, or a user input — before deciding what to do next. Horizon’s execution infrastructure provides this missing information through full mid-circuit measurement support, mid-computational classical function support, and full mid-computation I/O support, enabling interactive quantum computation.
With mid-circuit measurement, the system can measure qubits while a computation is still running and immediately use those results to influence subsequent operations — a critical feature for quantum error correction and feedback-based protocols. Building on this capability, Horizon’s execution infrastructure provides full mid-computation classical function support, allowing measurement outcomes to be processed classically during runtime. Once measurements are obtained, they can be injected into classical functions and computed on a classical processor. Then, the execution infrastructure obtains the results, and the quantum program continues. The ability to trigger classical functions from quantum measurements within the same execution is a key differentiating capability to Horizon’s execution infrastructure.
Mid-computation I/O extends this interactivity to the network layer, allowing a program to communicate with external systems or users — sending intermediate results, requesting input, and pausing until a response is received — all while the program remains running. This design extends beyond traditional batch-style quantum execution, creating an interactive feedback loop that influences ongoing computation and enables interactive and adaptive quantum applications.
As part of execution management, Horizon’s infrastructure sources the information a program requires at each branch point — whether that data comes from a qubit measurement, a classical computation, or an external input. Once the needed information is obtained, execution continues following the appropriate branch. In the case of a measurement, the execution infrastructure performs the operation on hardware, records the outcome, and resumes the program using that result. When subsequent branches depend on earlier measurements, the system reruns the program with consistency checks to ensure earlier measurement outcomes match. When results diverge, the program restarts; when they agree, execution proceeds. This proprietary system makes it possible to implement complex control flow even on hardware that lacks native support for fast runtime decisions.
The execution infrastructure’s ability to perform classical computation during quantum execution enables dynamic memory management, giving quantum programs written in Helium the equivalent of the classical malloc() and free() functions. Unlike conventional circuits — where qubits can be pre-labeled and allocated before execution — programs with control flow require allocation on the fly. Triple Alpha users can signal when a qubit is no longer needed, allowing the system to release and repurpose it. At runtime, Horizon’s infrastructure manages this process automatically, determining which physical qubits should store information and tracking which qubits are free and which are in use. When a qubit is no longer needed, the system can release and repurpose it automatically. This on-the-fly allocation enables efficient use of limited hardware resources. By recycling qubits dynamically, programs can execute larger or more complex workloads without requiring additional physical qubits. While such memory management is standard in classical computing, it remains rare in quantum systems.
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Horizon’s execution infrastructure also introduces control system abstraction, allowing developers to work in Hydrogen without needing to code for a specific set of control systems. The same Hydrogen program can target different quantum machines, automatically generating the appropriate set of control system instructions. Horizon’s infrastructure also connects to a range of hardware backends (processors and simulators) and manages the execution on each of these systems.
Horizon has plans to integrate its execution infrastructure more closely with control systems and quantum hardware to facilitate the real-time execution of increasingly large amounts Hydrogen’s feature set. The company expects this deeper integration to play an essential role in enabling usage of quantum error correction, fault tolerance, and other technologies that are likely critical to realizing practical quantum advantage. Horizon’s testbed provides the ideal setting for developing and testing these integrations. The first testbed system is designed to support switching between control systems, enabling collaboration with multiple control system manufacturers and providing Horizon with the flexibility needed to develop the most capable tools for quantum software development.
Horizon believes its technical progress with its development, deployment, and execution infrastructures marks the first steps toward a true quantum operating system (“OS”). A quantum OS is a specialized runtime environment that manages the unique resources of quantum hardware, such as qubits, much like a classical OS manages CPU cores and memory while also providing a bridge to software. Horizon’s execution infrastructure — with its compelling capabilities in I/O, measurement, dynamic memory management, and optimization — is designed to lay the foundation for the first true quantum OS.
Taken together, Horizon believes these advances will establish Horizon’s software infrastructure as the most capable and versatile platform for quantum application development, deployment, and execution, empowering developers with the tools needed to harness the power of quantum computing for solving challenging, real-world problems.
Hardware Testbed
Horizon is the first quantum software company to own and operate its own quantum computer. The company announced plans to establish an on-site testbed with capacity for multiple quantum computers in 2024, and its first quantum system became fully operational in the fourth quarter of 2025.
Horizon views tight integration between hardware and software as the shortest path to truly useful quantum computing. We believe having full control over both hardware and software infrastructure will provide a critical advantage in terms of software development, allowing Horizon to integrate its software directly with control systems and avoid latency issues that prevent fast feed-forward operations in remote settings. This would provide a path for real-time implementation of the full Hydrogen feature set, avoiding the overhead of the current hybrid runtime. The testbed will be connected to Triple Alpha, enabling users to deploy their quantum programs directly to its backends.
Horizon expects to integrate the testbed with conventional computing infrastructure, an ideal setting for testing and executing hybrid workloads that include both classical and quantum elements. This hands-on approach ensures Horizon’s software remains hardware-agnostic while being deeply optimized for the physical realities of quantum processors, demonstrating the company’s commitment to advancing quantum technology not just in theory but in practice.
The testbed has a modular, multi-vendor design. Rather than relying on a single supplier, Horizon has assembled a testbed made up of best-in-class components. The first testbed system combines a Rigetti Novera QPU, a Quantum Machine’s OPX1000 control system, and a Maybell Big Fridge large-volume dilution refrigerator.
To date, Horizon has invested a total of S$2.62 million (US$2.02 million) to acquire the components and build its on-site testbed and anticipates the need for an additional S$0.76 million (US$0.59 million). The additional anticipated investment will bring our total investment into our testbed to S$3.37 million (US$2.60 million).
Roadmap
Languages, compilation, and algorithm synthesis
Triple Alpha currently contains three proprietary programming languages: Helium and Hydrogen, which are currently available to early access users of Triple Alpha, and Beryllium, which the company previewed in December 2025. Horizon expects to make Beryllium available to early access users in the first half of 2026. Throughout 2026 and 2027, Horizon intends to introduce Beryllium libraries to support greater levels of abstraction in quantum algorithm construction.
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During 2024 and 2025, Horizon introduced support for pulse control and measurement-based computation to better target specific hardware architectures. Over the course of 2026 and 2027, Horizon anticipates expanding the compiler capabilities to ensure that it can provide compilation to physical-level operations that include fusion operations (to better support low-level integration with photonic systems) and qubit transport (to better support low-level integration with neutral atom, trapped-ion, and other physical systems with moveable qubits) and to support fault-tolerant compilation.
By the end of 2028, Horizon intends to demonstrate an integrated compilation chain with automated algorithm construction all the way down to execution on control systems.
Runtime environment, real-time execution, and foundation of a quantum operating system
As a key component of Horizon’s execution infrastructure, the runtime environment supports several quantum operating system-like capabilities, including dynamic memory management and discoverability of system parameters. The company intends to add greater support for system services, including inter-process communication and job management. At present, execution on many systems relies on a post-selection-based process to overcome hardware limitations. Horizon expects direct execution of Hydrogen to be important to fully realizing such capabilities. Horizon aims to have runtime support for the necessary Hydrogen capabilities (without relying on post-selection) on its first testbed system by the second half of 2026, with support demonstrated on third-party systems in 2027.
Hardware testbeds, applications development, and push towards quantum advantage
Horizon’s first hardware testbed system became operational in December 2025. The company expects this quantum system to function as an environment for testing integration between Triple Alpha and control systems, and it anticipates granting Triple Alpha early access users access to this system by the end of 2026.
Horizon also expects to install a second testbed system by 2027. Unlike the first system, where the focus is purely on integration, Horizon anticipates that the second system will have sufficient qubit count and gate fidelity to place it beyond practical classical simulation, enabling the company to push towards practical quantum advantage.
To support this push, the company also intends to establish an applications team in 2026. Horizon expects that the team will act as an internal user of Triple Alpha and focus on developing algorithms to tackle a small number of high-value problems. The company already has a history of algorithm development, with team members having developed novel quantum algorithms for chemistry simulation, SAT-solving, fast linear algebra, and training and inference in machine learning.
With the establishment of a quantum advantage-capable testbed system, Horizon anticipates its in-house applications team and external Triple Alpha users will be able to test algorithms and initiate application development with the intention of achieving quantum advantage.
Horizon expects that this system will be fully operational and available to Triple Alpha users by the end of 2028.
Business Strategy
Horizon is building the software infrastructure to power the development and deployment of applications using quantum computing. At the core of this effort are tools built to help software developers make the most out of quantum computers. The company is creating the kind of software infrastructure familiar to classical developers — from high-level programming languages and optimizing compilers to the system software and runtimes needed to execute complex programs.
Horizon believes that this foundation positions it to serve an expanding market. We expect the total addressable market for quantum computing to grow rapidly in the coming decade, driven by both public and private investment and the emergence of quantum advantage. We believe that the quantum software segment will drive commercial adoption of quantum hardware, Horizon believes it is strategically placed to capitalize on this opportunity. Software infrastructure has proven to be important to creating value across every major computing wave, and, as history shows, the companies that shaped this infrastructure have tended to capture outsized value. Windows defined the PC era. iOS and Android did the same for mobile. AWS transformed web applications. VMware powered the modern data center, and Nvidia CUDA unlocked GPU computing. Horizon’s Triple Alpha platform aims to play that same foundational role for quantum computing.
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Because Triple Alpha is expected to connect developers, end-users, and hardware providers, Horizon is positioned to sit at the heart of the quantum computing ecosystem, enabling the company to establish its product as the software infrastructure of choice for the industry. To advance this vision, Horizon’s multi-faceted business strategy focuses on product development, market penetration, and ecosystems collaboration. The company is pursuing three core strategies, through which it intends to capture market share. These are:
• Solving the Applications Bottleneck: Triple Alpha is designed to tackle the most significant barrier to adoption — the difficulty of creating useful, portable quantum applications. By making quantum programming accessible to millions of conventional software developers, Horizon expects to dramatically expand the potential developer base and accelerate the discovery of practical use cases for quantum computing.
• Building a Strategic Ecosystem: Rather than competing with hardware providers, Horizon seeks to engage with them. The company expects collaborations with leading hardware companies, control systems manufacturers, and software to act as a powerful distribution channel because these providers could embed Horizon software within their ecosystems, providing direct access to their customers.
• Demonstrating Value: Horizon plans to establish an applications team, which it expects to be a key driver of growth over time. The Applications team will focus on developing quantum algorithms to demonstrate practical quantum advantage for a small number of high-value problems. The team will work directly with quantum hardware vendors and enterprise customers to identify, develop, and showcase real-world applications with the goal of delivering a clear quantum advantage, driving the adoption of applications built on top of the company’s software infrastructure.
Together, these initiatives reflect a fundamentally different philosophy toward quantum software development than other quantum programing frameworks. Unlike many quantum software companies, Horizon focuses on pushing the boundaries of what today’s quantum systems can achieve, rather than simply providing tools to interact with existing capabilities built by hardware manufacturers. The company aims to develop software that expands what quantum hardware can do, advancing the technology itself instead of merely enabling access to it.
To realize this vision, accelerate technology development, expand market reach, and fuel company growth, Horizon expects to make targeted investments into four key areas:
• Technology: Horizon is continuously investing in its core software infrastructure, adding new capabilities such as dynamic quantum memory management, architecture-independent optimization engines, and AI agent framework. These innovations seek to ensure Horizon’s platform remains cutting-edge and provides unique value to users.
• Team: Horizon is strengthening its foundation by continuing to invest in talent that adds both scientific depth and business experience to the company. It is expanding its science and engineering teams while also bringing in seasoned tech industry leaders with public market and operational expertise.
• Infrastructure: The quantum hardware testbed is a critical investment because it allows Horizon to tightly integrate its software infrastructure with a variety of hardware systems, ensuring it is robust, performant, and seamlessly compatible with the latest technological advancements.
• Marketing & Distribution: Horizon will focus marketing and distribution efforts on high-performing industries, such as finance and the physical sciences, where the need for quantum advantage is most pressing. Through targeted marketing and collaborative efforts with potential customers, Horizon will build a reputation for delivering solutions that are both technologically superior and commercially viable.
By investing in these areas, Horizon expects to continue to take steps towards making quantum computing truly useful by removing barriers to practical quantum advantage. The company aims to advance its existing technologies to develop tools that automate the process of quantum algorithm construction, enabling a much broader community of developers to benefit from quantum acceleration — without requiring deep quantum expertise. By empowering experts in the domains where quantum computing will have the greatest impact to use these capabilities directly, Horizon aims to help unlock the technology’s full commercial potential.
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The company is taking a hardware-agnostic approach to quantum software development, with programming languages that remain portable while giving developers full flexibility. Currently, the company is focused on collaborating with hardware manufacturers, with the intent of making Triple Alpha the preferred development environment for their systems. This work includes integrating hardware backends into Horizon’s systems and developing solutions to the software-infrastructure challenges unique to each hardware vendor.
Taken together, Horizon believes that these elements contribute to developing a foundational technology for quantum developers and end users that would be difficult to displace. As developers build codebases using the company’s languages and deploy their applications through its infrastructure, their programs become deeply integrated with the platform, making it costly and impractical to switch to another. As primarily a software business, Horizon expects to benefit from higher gross margins and lower capital expenditures requirements than hardware-based peers in the quantum industry. In addition, its hardware-agnostic approach can position it for success regardless of which hardware manufacturers or qubit modalities emerge as leaders in the long run.
Together, Horizon expects these factors to give it a sustainable competitive position as quantum computing transitions from experimentation to commercialization.
Business Model
Horizon has two primary paths to revenue: usage-based pricing on deployed applications and software licensing for on-premises deployment. When customers run applications through the company’s infrastructure (e.g. an API call or quantum job), the company plans to charge them based on usage. This model scales directly with customer activity, mirroring the familiar economics of traditional cloud and SaaS recurring business models.
For organizations that require on-premises control over their systems — such as research institutions, government agencies, or enterprises operating their own quantum hardware — Horizon plans to offer annual software licensing agreements that allow customers to deploy the same core technologies on their own servers or hardware.
Together, these complementary revenue streams are expected to form a hybrid business model that combines recurring cloud usage fees with longer-term enterprise subscription licensing. The result is anticipated to be a structure that provides scalability, visibility and predictability while enabling Horizon to serve cloud-native users as well as customers with specialized infrastructure needs.
By hosting the deployment and execution of customer applications, Horizon can price its services in proportion to the value they create for developers, as reflected in application usage. When developers build and deploy their quantum programs using the company’s infrastructure, those workloads run on its systems rather than simply being compiled there. This setup positions Horizon to measure usage — such as the number of API calls or quantum jobs executed — and charge accordingly, resulting in a value-based model where revenue scales as customers make more use of the company’s technology to power their applications and as those applications gain adoption.
In addition to these core streams, Horizon’s hardware testbed creates a third potential revenue source, enabling the company to offer access to its own quantum systems for running user jobs under a Quantum Computing as a Service (QCaaS) model.
Because academia is expected to be feeder for Horizon’s broader customer base, the company may offer discounted or free access to its software infrastructure for academic research groups. Universities are where future quantum developers and hardware scientists are trained, making academia a strategic channel for long-term engagement. By connecting early with this community, Horizon expects to help ensure that new professionals enter industry already familiar with its tools, reinforcing adoption across all three customer segments.
Horizon expects to serve three main customer groups: hardware vendors, software developers, and enterprise users. This multi-channel approach is intended to diversify revenue and reinforce the platform’s stickiness, as each customer segment is expected to contribute to and depend on the broader network of users built around the company’s technology.
Hardware Vendors
Horizon believes it will be an ideal partner for the next stage of commercialization of quantum computers and beyond. To drive adoption, quantum hardware manufacturers increasingly need development tools that enable practical applications. Through its collaboration model, Horizon seeks to provide vendors with a progressive pathway
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for integrating Triple Alpha with their hardware. This tiered pathway is expected to give vendors an easy on-ramp for working with Horizon, and it is expected to enable Horizon to offer a manufacturer’s hardware to Triple Alpha users at early stages of the engagement. The pathway begins with an initial integration of a vendor’s system into Triple Alpha. At later stages, the vendor has the option to collaborate more deeply, working with Horizon to achieve technical goals through Triple Alpha, and potentially pursuing joint go-to-market efforts. This approach serves Horizon’s ambition to provide the most capable development tools for each hardware platform, with an aim of Triple Alpha becoming the software infrastructure of choice for application development on that platform. In doing so, it potentially positions Triple Alpha to become the default software infrastructure for a manufacturer’s customers, while allowing the manufacturer to avoid high-risk or untested options.
Horizon has key relationships with several quantum hardware providers. The company has a joint marketing agreement with Rigetti Computing, Inc., covering Rigetti’s Novera QPU, its newest quantum processor, and Horizon’s participation in the Novera QPU Partner Program. Each of Rigetti and Horizon granted the other party a worldwide, non-exclusive, royalty-free fully paid-up license to use certain of its trademarks in connection with marketing the Novera QPU and Novera QPU Partner Program. Horizon has also entered annual partnership agreements with Alice & Bob, Oxford Quantum Circuits Ltd., and QuEra Computing Inc. through which each party is testing Triple Alpha on its respective hardware to enhance interoperability and integration, in each case without cost to either party. While none of these relationships has generated revenue yet, they aim to support deeper technical integration and may provide a foundation for future commercialization opportunities. However, no assurance can be given that these relationships will ever generate revenue. See “Risk Factors — Our business and growth are dependent on the success of our strategic relationships with third parties” and “— We are in our very early stages and have a limited operating history, which makes it difficult to forecast the future results of our operations. It is also possible quantum computing might never become commercially viable or embraced. Our technology roadmap, including the anticipated milestones and timing thereof, may change.”
Quantum Software Vendors
Horizon expects quantum software vendors to become important customers as quantum computing gains adoption. While the number of pure quantum software companies is currently limited, the software sector will be critical to realizing the potential value of quantum computing hardware. For these companies, achieving quantum advantage for industry relevant workloads is an important component of achieving commercial success. Horizon is building the development tools and software infrastructure to enable these developers to get the most out of quantum computing hardware and shorten the path to practical quantum advantage.
Early Enterprise Users
Horizon has received early access requests for Triple Alpha from more than 40 major corporations. The company expects to gain traction in domains where conventional computing is already hitting computational limits and where quantum computing appears to offer a solution. Examples include:
• Molecular and materials simulation — In computational chemistry, quantum computing has the potential to accelerate advances in drug discovery, catalyst design, polymer science, and battery materials. Quantum algorithms are known to allow for efficient simulation of chemical dynamics, and the inherently noisy nature of the environments in which most reactions happen may allow for quantum advantage to be achieved for simulation even before fault-tolerant quantum computation becomes available. Achieving reliable and efficient simulation of all chemical reactions is expected to allow researchers to shorten design cycles and significantly reduce reliance on costly early-stage physical experiments.
• Financial modelling and risk management — In these domains, where classical computers strain under extreme complexity, quantum computing offers the potential to generate more accurate models and achieve results in a fraction of the time. Quantum computing has the potential to offer more efficient methods of performing the Monte-Carlo simulations used to price many financial instruments. When paired with more efficient search and optimization quantum algorithms, this could provide a powerful toolbox for the financial industry, with applications ranging from better risk management and portfolio optimization to better coverage of black swan events and more efficient markets through better detection of arbitrage opportunities.
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• Artificial intelligence, machine learning, and data science — Quantum computing has the potential to transform core machine learning tasks both through the acceleration of training and inference for classical models and through the emergence of natively quantum machine learning models capable of recognizing features not easily accessible to classical models. Since much of the current progress in generative AI is enabled only by vast amounts of computational effort, quantum computing has the potential to open up an entirely new phase of the development of the technology.
• National Laboratories, Research Institutions, Government Agencies, and Universities — Horizon has received early access requests for Triple Alpha from more than 15 national labs, government agencies, and research institutions and more than 80 universities, including eight of the top 20 according to the 2025 Times Higher Education rankings. Through their efforts, these organizations can drive breakthroughs in quantum computing, powering translational research that can lead to practical applications and commercialization over time.
Competition
Several alternate approaches to quantum programming exist, including control-systems programming (e.g. QUA and LabOne Q), pulse-level frameworks (e.g. OpenPulse and Quil-T), gate-level quantum programming languages (e.g. Qiskit, PyQuil, and Cirq), model-based synthesis (Classiq’s approach), and domain libraries (e.g. OpenFermion, TensorFlow Quantum, and PennyLane).
Control-systems programming gives developers access to real-time sequencing, classical feedback, and pulse shapes and timing directly on hardware controllers. This approach maximizes expressivity for calibration, characterization, and bespoke experiments, and in principle, it allows for the construction of any program that the device can physically perform. The trade-off is portability: code written at this level is closely tied to the specific hardware system it was written for.
Pulse-level frameworks let developers specify waveforms, schedules, and calibrations within higher-level SDKs. They offer fine-grained control while integrating with broader ecosystem tooling, but portability depends on each device’s supported primitives and available calibration data. As a result, programs often need backend-specific adjustments.
Gate-level languages represent programs as abstract circuits that are later converted, or transpiled, into the native gates of a specific device. They are widely used, supported by simulators and multiple hardware providers, and offer comparatively good portability. However, they generally sacrifice direct access to analog timing and hardware-specific features, which can limit low-level optimization and experimental control.
Model-based synthesis starts from a high-level description of how to solve a problem and then automatically builds circuits tailored to run efficiently on specific hardware. This approach can boost developer productivity and broaden compatibility, but it reduces transparency and limits direct control over scheduling and pulse operations.
Domain libraries provide packaged, ready-made algorithms and integrations, with examples including chemistry tools such as OpenFermion and hybrid quantum-machine learning workflows such as TensorFlow Quantum and PennyLane. They accelerate application development, but they rely on underlying frameworks and backends, which restricts the amount of direct control developers have at the hardware level.
In practice, existing approaches make trade-offs between flexibility and portability. Control-systems layers offer a lot of flexibility but are tightly bound to specific hardware stacks. Model-based synthesis and domain libraries sacrifice low-level control to achieve broader compatibility. Horizon’s programming languages are designed to overcome this trade-off, providing precise pulse-level control and advanced control flow while maintaining broad portability across supported systems.
Triple Alpha’s advanced capabilities — such as dynamic memory management and circuit synthesis from classical code — further differentiate it from competing quantum programming approaches. With these capabilities, it provides a higher level of abstraction than most approaches while still supporting low-level control when needed. Horizon also holds patents on techniques that automatically construct accelerated quantum algorithms from classical code — moving beyond simply translating the instructions to a quantum-compatible form to actually generating quantum-accelerated implementations of the code’s functionality (see — “Intellectual Property”).
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Intellectual Property
Development, know-how, and engineering skills are an essential component of Horizon’s business, resulting in the creation of its broad intellectual property portfolio. The company relies on a combination of patents, trademarks, copyrights, and trade secrets, as well as contractual provisions and restrictions, to establish and protect intellectual property and other proprietary rights in the United States, Europe, and other jurisdictions.
Horizon makes use of trade secrets, patents and copyrights to protect its intellectual property. Horizon pursues patent protection when it is consistent with the company’s overall strategy for safeguarding intellectual property. Horizon’s use of trade secrets, patents and copyrights establishes a strong defensive position around its core compiler technology and its ability to bridge the gap between high-level programming and low-level hardware execution.
Horizon primarily makes use of patents to protect functionality where the mechanism is easily discoverable by users and makes use of trade secrets to protect functionality that cannot easily be reverse engineered through use of its software. Horizon also relies on copyright to protect its proprietary software code, which is owned by Horizon and forms the basis of its quantum software infrastructure.
Horizon has accumulated intellectual property that covers all the main aspects of its technology, including systems and software, and the company intends to protect its innovative inventions. Its patent portfolio includes key technologies, such as systems and methods for constructing quantum algorithms from classical programs and unique methodologies for performing quantum computation with adaptive control flow.
As of December 31, 2025, Horizon has 4 patents issued and 19 patents pending, including 1 issued US patent and 2 US pending patents. The following is a summary of its patent portfolio:
|
Title |
Region |
Application |
Grant Date |
Patent |
Expiration |
|||||
|
SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
US |
17/337,873 |
12-Dec-2023 |
11,842,177 |
03-May-2041 |
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|
SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
JP |
2021-536109 |
11-Jul-2025 |
7710984 |
09-Dec-2040 |
|||||
|
SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
AU |
2021203658 |
26-Oct-2023 |
2021203658 |
09-Dec-2040 |
|||||
|
SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
EP |
21178584.5 |
03-Dec-2025 |
4012552 |
09-Jun-2041 |
|||||
|
SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
UP |
21178584.5 |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
ES |
21178584.5 |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
GB |
21178584.5 |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
US |
18/525,598 |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
CN |
202080053179.0 |
Pending |
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|
Title |
Region |
Application |
Grant Date |
Patent |
Expiration |
|||||
|
SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
HK |
62022059978.6 |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
AU |
2023248094 |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
CA |
3,121,105 |
Pending |
|||||||
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SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
HK |
42022065667.2 |
Pending |
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SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
SG |
10202105905R |
Pending |
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SYSTEMS AND METHODS FOR UNIFIED COMPUTING ON DIGITAL AND QUANTUM COMPUTERS |
EP |
25219364.4 |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR REPRESENTING AND IMPLEMENTING QUANTUM PROGRAMS |
US |
19/134,915 |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR REPRESENTING AND IMPLEMENTING QUANTUM PROGRAMS |
AU |
2023390309 |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR REPRESENTING AND IMPLEMENTING QUANTUM PROGRAMS |
CA |
3,274,608 |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR REPRESENTING AND IMPLEMENTING QUANTUM PROGRAMS |
CN |
202380093144.3 |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR REPRESENTING AND IMPLEMENTING QUANTUM PROGRAMS |
EP |
23901210.7 |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR REPRESENTING AND IMPLEMENTING QUANTUM PROGRAMS |
JP |
2025-530278 |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR PERFORMING QUANTUM COMPUTATIONS |
SG |
11202503329S |
Pending |
|||||||
|
SYSTEMS AND METHODS FOR REPRESENTING AND IMPLEMENTING QUANTUM PROGRAMS |
HK |
62025115389.1 |
Pending |
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In addition to the above, Horizon also protects its intellectual property and other proprietary rights by entering into confidentiality and invention assignment agreements (or similar agreements) with employees, consultants, collaborators, contractors, and other third parties. Horizon’s trademark registrations include “Horizon Quantum”, “Horizon Quantum Computing” and “Triple Alpha.”
Leadership
Dr Joseph Fitzsimons is the founder and CEO of Horizon. Before launching Horizon in 2018, he was a tenured associate professor at the Singapore University of Technology and Design and a National Research Foundation Fellow. He also served as a principal investigator at the Centre for Quantum Technologies, where his research contributed to both theoretical computer science and physics. Earlier in his career, Dr. Fitzsimons was a fellow of Merton College, Oxford, and a senior research fellow in the Department of Materials at the University of Oxford. During this time, he co-invented universal blind quantum computing which has since become recognized as a key enabling technology for securing cloud-based quantum computing. Dr. Fitzsimons holds a doctorate from the University of Oxford, where his research focused on quantum computing architectures, and a Bachelor of Science in theoretical physics from University College Dublin.
Dr Si-Hui Tan is Horizon’s Chief Science Officer, leading research development and helping to oversee daily operations. With more than 20 years of experience in quantum information science, Dr. Tan has published extensively in leading journals. She was named to the SG100 Women in Tech list in 2021. She holds a BSc in Physics from the California Institute of Technology and a PhD in Physics from Massachusetts Institute of Technology where she pioneered applications of quantum illumination with Prof. Seth Lloyd. Before joining Horizon shortly after its inception, she worked as a research scientist at A*STAR’s Data Storage Institute and the Singapore University of Technology and Design and the Centre for Quantum Technologies.
Gregory Gould is the CFO at Horizon. He brings more than 35 years of experience in finance, technology, and operations, spanning leadership roles in both public and private companies. Mr. Gould was named a Top CFO in Miami by Finance & Investing in 2023 and is currently a Venture Partner at 14 Peaks Capital and an active technology investor. Mr. Gould’s participation in 14 Peaks Capital is voluntary and advisory, and he receives no remuneration for any services he may choose to provide. 14 Peaks Capital does not participate in the quantum computing market, and Horizon does not consider Mr. Gould’s involvement with them to be a conflict of interest with Horizon’s interests or Mr. Gould’s time. He was previously the CFO of InsurTech company Groundspeed Analytics and AI-driven FitTech company FIT:MATCH.ai. Mr. Gould’s earlier leadership roles include Senior Advisor at Corestate Capital and SVP of Strategic Partnerships & Investor Relations at PropTech startup Quarters, where he spearheaded strategic partnerships, operational efficiencies, and business expansion. He began his career at Goldman Sachs, where he was a top-ranked technology analyst covering the FinTech and IT services sectors. He later became a Managing Director and Co-deputy Business Unit Leader of Goldman’s Global Technology Research Group and oversaw the IPOs of Accenture, Mastercard, Sabre, and Sapient among many others. Mr. Gould holds a B.S. in Finance from the Massachusetts Institute of Technology.
Horizon’s interdisciplinary team blends deep scientific expertise with proven leadership in the technology industry. The company’s core scientific leaders — including its CEO and Chief Science Officer — bring decades of research experience in quantum computing and related fields at leading universities and research organizations. This foundation is complemented by seasoned professionals, ensuring that Horizon’s leadership is well-versed in not only groundbreaking research and practical application but also in business operations.
Governmental Regulations
Privacy and data protection regulations
With respect to the personal data collected by us, we are required to comply with Singapore’s PDPA which governs the collection, use and disclosure of individuals’ personal data (i.e. data, whether true or not, about an individual who can be identified from that data; or from that data and other information to which the relevant organization has or is likely to have access). The PDPA seeks to ensure that organizations comply with a baseline standard of protection for personal data of individuals. The PDPA is administered and enforced by the PDPC.
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The PDPA requires, inter alia, organizations to obtain the consent of individuals before collecting, using or disclosing their personal data for purposes that a reasonable person would consider appropriate in the circumstances; have mechanisms in place for individuals to withdraw their consent and reasonable security arrangements in place to prevent unauthorized access, collection, use, disclosure, copying, modification or disposal of personal data.
Any improper use or disclosure of personal data and breaches of security leading to disclosure of personal data may lead to criminal sanctions under the PDPA, reputational damage, and a direct loss of business. It is also important to note that for contraventions of the PDPA, the PDPC is empowered to impose financial penalties of up to S$1 million, or 10% of the organization’s annual turnover in Singapore (for organizations with annual turnover exceeding S$10 million), whichever is higher. The PDPC may publish enforcement decisions, which can have reputational consequences for organizations found to be in breach.
The PDPA is supplemented by subsidiary legislation, such as the Personal Data Protection Regulations 2021, the Personal Data Protection (Do Not Call Registry) Regulations 2013, and the Personal Data Protection (Notification of Data Breaches) Regulations 2021. The PDPC also issues advisory guidelines to assist organizations in interpreting and complying with the PDPA. On 23 September 2014, the PDPC issued one of the key guidelines to the PDPA, the Advisory Guidelines on Key Concepts in the Personal Data Act, which serves to illustrate and further explain the PDPA. This set of guidelines was revised on 16 May 2022 to clarify, amongst others, the definition of personal data, the consent obligation, data accuracy and data breach reporting.
We are also subject to the GDPR and applicable national supplementing laws. The GDPR imposes comprehensive data privacy compliance obligations in relation to our collection, processing, sharing, disclosure, transfer and other use of data relating to an identifiable living individual, “personal data,” including a principal of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit. The GDPR also grants certain privacy rights to individuals and imposes fines for specified breaches, up to the greater of EUR 20 million or 4% of our global annual turnover, and the potential of other penalties for breaches such as regulatory investigations, reputational damage, orders to cease or change our data processing activities, enforcement notices and/or civil claims for damages.
While we endeavor to comply with all applicable laws and regulations relating to privacy, security and data protection, including the GDPR, it is possible that such requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another, in particular as different EU member state regulators may differ as to their interpretation of the GDPR and the approach they may take to breaches, enforcement, complaints or the exercise of rights to access personal data by individuals. Any perceived or actual failure by us to protect confidential data, personal data, any material non-compliance with privacy, security or data protection laws or regulations or any general IT system failure may harm our reputation and credibility, adversely affect our revenues, reduce our ability to attract or retain customers, result in litigation or other actions being brought against us and the imposition of fines and, as a result, could have an adverse effect on our business, results of operations and financial condition.
Facilities
Horizon operates out of two office locations in Singapore and Ireland. Its Singapore office is located at 29 Media Circle, Alice@Mediapolis, #05-19 to 26, Singapore 138565 and is leased from BP-Alice LLP with a total size of 8,383 square feet. Horizon’s 893 square foot Ireland office is located at 24 Fitzwilliam Place, Dublin 2, D02 T296, Dublin, where it has entered an office license agreement with Glandore Business Centres for three office suites.
Human Capital Resources
As of December 31, 2025, Horizon had a 44 person-strong team. Approximately 55% of full-time employees are based in Singapore and approximately 30% of full-time employees are based in Dublin, Ireland. Horizon also engages a small number of independent contractors and staff hired through employer of record service providers (approximately 16%) to supplement its workforce. A majority of Horizon’s employees are engaged in research and development and related functions, and a significant portion of its research and development employees hold advanced engineering and scientific degrees, including many from the world’s top universities.
To date, Horizon has not experienced any work stoppages, and none of its employees are subject to a collective bargaining agreement or represented by a labor union.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF HORIZON
Unless the context otherwise requires, references in this section to “we”, “us”, and “our” generally refer to Horizon.
You should read the following discussion and analysis of Horizon’s financial condition and results of operations together with Horizon’s consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors” or in other parts of this proxy statement/prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Except as otherwise noted, all references to 2024 refer to the year ended December 31, 2024, and all references to 2023 refer to the year ended December 31, 2023.
Overview of Our Business
Horizon is building software infrastructure to make quantum computers accessible to commercial enterprises and hardware providers. By bridging the gap between today’s hardware and tomorrow’s applications, Horizon seeks to equip developers, researchers, and enterprises with the quantum software infrastructure needed to solve real-world problems.
To do this, Horizon is following an ambitious plan to create development tools that can automatically accelerate code written for conventional computers on quantum computers. With this differentiated approach, Horizon is developing methods to generate quantum-accelerated solutions — exploiting quantum effects such as superposition and entanglement — from legacy code and conventional software.
Today, Horizon’s Triple Alpha software is an integrated development environment that gives users access to Horizon’s development, deployment, and execution infrastructure. It empowers developers to create sophisticated, portable, hardware-agnostic quantum programs. Users can code at multiple abstraction levels, compile and optimize programs across many real quantum computers and simulators, and deploy applications as APIs. Horizon has key collaborations with leading hardware providers including Rigetti, Oxford Quantum Circuits Ltd., Alice & Bob, and QuEra Computing Inc.
Triple Alpha is currently in early access with quantum hardware vendors. Horizon has received inbound interest in early access requests from more than 40 major corporations, 80 universities, 10 quantum software companies, and 15 national labs, government agencies and research organizations.
Horizon is still in the early stages of scaling its business. Since its inception, Horizon has incurred operating losses. Its ability to generate revenue sufficient to achieve profitability will depend heavily on the further development and commercialization of quantum computers and their software infrastructure.
Principal Factors Affecting Our Performance
The growth and future success of our business depends on many factors. While these factors present significant opportunities for our business, they also pose risks and challenges, including those discussed below and in the section of this proxy statement/prospectus titled “Risk Factors,” that we must successfully address to achieve growth, improve our results of operations, and generate profits.
Adoption of Quantum Computing. Quantum computing is an emerging technology, and our business model depends heavily on the pace at which quantum computing achieves meaningful adoption. The adoption of quantum computing is heavily influenced by the ability of participants in the quantum industry, including ourselves, to solve technical challenges to reach “quantum advantage,” which is the point at which quantum computers can solve practical problems beyond the capabilities of classical computers. If “quantum advantage” cannot be achieved, takes longer than expected or is limited in scope, then demand for our software infrastructure may be significantly less than expected.
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Performance of Strategic Collaborations. An important part of our anticipated growth depends on our ability to enter into and maintain collaborations with quantum computer hardware vendors and our ability to access and integrate with such vendors’ systems. Our prospective performance may be adversely impacted if we are unable to establish meaningful relationships with such vendors or are delayed in doing so, especially with faster-growing hardware makers.
Competitive Marketplace. The market for our solutions is fragmented, rapidly evolving and highly competitive. We face competition from both traditional, larger software vendors offering developer tools and smaller companies offering point products for features and use cases. Many of our competitors have significantly greater financial resources and expertise in research and development and in bringing products to market and also possess recognizable brands and strong institutional and commercial relationships in comparison to us.
Target Customers. We expect that our potential customers will generally be governmental agencies, large enterprises, universities and other research institutions. Our future success will depend on our ability to effectively sell our products to these categories of customers. Moreover, sales and implementation cycles for such customers tend to be longer and these customers can exert greater purchasing power compared to non-governmental agencies or smaller customers.
R&D. Since quantum computing is a rapidly evolving field, our success depends on our ability to develop and commercialize reliable and cost effective software tools that enable software applications to harness quantum hardware. This requires substantial technical expertise and an ability to adapt to an evolving technology landscape and is, therefore, subject to significant uncertainty. If we are not able to make the necessary technical progress, then our products may not achieve commercial viability, which would impair our growth prospects.
Senior Management. Our future success depends on the continuing efforts of Dr. Joseph Fitzsimons and Dr. Si-Hui Tan. We rely on the knowledge and experience that Dr. Fitzsimons and Dr. Tan provide in quantum science and computing technology. They are the cornerstone of our research and development efforts, which have been, and will continue to be, instrumental in our ability to develop our current and future products and services. The market for such positions is intensely competitive, which could increase our costs to attract and retain talented individuals. In the event Dr. Fitzsimons or Dr. Tan were to become unavailable for any reason, including injury, illness or death, there could be a material adverse impact on our operations.
Recent Developments
The Business Combination
On September 9, 2025, we entered into the Business Combination Agreement with DMY, Holdco, and the Merger Subs pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, the following will occur: (i) the Amalgamation of Horizon and Merger Sub 1, with Horizon surviving as the amalgamated company and as a wholly-owned subsidiary of Holdco; (ii) the Merger of Merger Sub 2 with and into DMY, with DMY surviving the Merger as a wholly-owned subsidiary of Holdco; and (iii) DMY and Horizon will consummate the other transactions contemplated by the Business Combination Agreement. See “Proposal No. 1 — The Business Combination Proposal” for more information.
Financings
As of the date of this proxy statement/prospectus, we have raised an aggregate of $7,884,000 of SAFE financing, as follows: on July 19, 2025, we entered into a SAFE for the purchase price of $3,000,000; between October 7, 2025 and October 9, 2025, we entered into additional SAFEs for an aggregate purchase price of $1,000,000; on November 12, 2025, we entered into a SAFE for the purchase price of $1,384,000; on December 18, 2025, we entered into a SAFE with Harry You DMY’s Chairman, Chief Executive Officer, and Chief Financial Officer, and an affiliate of the Sponsor, for an aggregate purchase price of $500,000; and on December 29, 2025, we entered into a SAFE with a purchase price of $2,000,000. Under the terms of the SAFEs, we are permitted to use up to sixteen percent (16%) of the principal amount to fund our working capital requirements and effectuate share buybacks and cancellations of outstanding shares or then vested options of Horizon. The remaining eighty-four percent (84%) is required to be used exclusively to fund our working capital requirements or expenditures approved by the purchaser of the SAFE.
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Results of Operations
The results of operations presented below should be reviewed in conjunction with our unaudited consolidated financial statements for the six months ended June 30, 2025 and 2024 and audited consolidated financial statements for the years ended December 31, 2024 and 2023 included elsewhere in this proxy statement/prospectus.
Comparison of the six months ended June 30, 2025 and 2024
The following table sets forth our results of operations for the periods presented:
|
Six Months Ended June 30, |
|||||||||||||||
|
2024 |
2025 |
$ Change |
% Change |
||||||||||||
|
SGD |
SGD |
USD |
SGD |
||||||||||||
|
Revenue |
50,000 |
|
50,000 |
|
39,311 |
|
— |
|
0 |
% |
|||||
|
|
|
|
|
|
|||||||||||
|
Operating Expenses: |
|
|
|
|
|
||||||||||
|
Research and development |
1,489,897 |
|
5,885,378 |
|
4,627,233 |
|
4,395,481 |
|
295 |
% |
|||||
|
Selling and marketing |
370,609 |
|
784,802 |
|
617,031 |
|
414,193 |
|
112 |
% |
|||||
|
General and administrative |
1,291,976 |
|
2,835,474 |
|
2,229,321 |
|
1,543,498 |
|
119 |
% |
|||||
|
Depreciation and amortization |
280,802 |
|
462,608 |
|
363,714 |
|
181,806 |
|
65 |
% |
|||||
|
Total operating expenses |
3,433,284 |
|
9,968,262 |
|
7,837,299 |
|
6,534,978 |
|
190 |
% |
|||||
|
Loss from operations |
(3,383,284 |
) |
(9,918,262 |
) |
(7,797,988 |
) |
(6,534,978 |
) |
-193 |
% |
|||||
|
|
|
|
|
|
|||||||||||
|
Other income and (expense): |
|
|
|
|
|
||||||||||
|
Interest expense |
(41,717 |
) |
(6,395 |
) |
(5,028 |
) |
35,322 |
|
85 |
% |
|||||
|
Other income |
44,526 |
|
66,172 |
|
52,026 |
|
21,646 |
|
49 |
% |
|||||
|
Foreign exchange (loss) gain |
384,140 |
|
(405,699 |
) |
(318,971 |
) |
(789,839 |
) |
-206 |
% |
|||||
|
Income tax expense |
— |
|
— |
|
— |
|
— |
|
— |
|
|||||
|
Net loss |
(2,996,335 |
) |
(10,264,184 |
) |
(8,069,961 |
) |
(7,267,849 |
) |
-243 |
% |
|||||
Revenues
We are a development stage company and have not generated any material revenue to date. We intend for our revenues to be predominantly generated from our quantum software development tools. Currently, we provide limited quantum research and development services and recognize our revenues when services are delivered to the customer and all criteria for acceptance have been satisfied and generate nominal revenues in connection with these services. The current sources of revenue are not core to our long-term business model, and we do not anticipate that our current sources to be material drivers of revenue in the future.
Revenues for the six months ended June 30, 2025 were S$0.05 million (US$0.04 million), and S$0.05 million during the six months ended June 30, 2024. This was primarily driven by the completion of revenue contract milestones of the same value under which the Company provided research and development services on quantum algorithms.
Research and development expenses
Research and development expenses consist primarily of personnel related costs, including salaries, share-based compensation, travel and benefits expenses for scientists, software engineers and other technical staff engaged in the design, development and testing of our software and hardware systems. It also includes software and other cloud services subscriptions and third-party costs associated with the operation of our hardware testbed. Research and development expenses increased by S$4.40 million, or 295%, to S$5.89 million (US$4.63 million) for the six months ended June 30, 2025, from S$1.49 million during the six months ended June 30, 2024. The increase was primarily driven by: (a) a S$3.64 million increase in share-based compensation expenses attributable to the vesting of employee share options; (b), a S$0.70 million increase in payroll-related expenses as a result of increased hiring of scientists and engineers; and (c) a S$0.05 million increase in miscellaneous costs from the set up of our hardware testbed and additional cloud service subscription costs.
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Selling and marketing expenses
Sales and marketing expenses consist primarily of personnel related costs, including salaries, share-based compensation, travel and benefits expenses for our marketing and commercial operations teams. It also consists of public relations, trade show and other advertising costs associated with developing collaborations and industry engagement. Selling and marketing expenses increased by S$0.41 million, or 112%, to S$0.78 million (US$0.62 million) for the six months ended June 30, 2025 from S$0.37 million during the six months ended June 30, 2024. The increase was primarily driven by a S$0.19 million increase in share-based compensation expenses attributable to the vesting of employee share options, a S$0.15 million increase in payroll-related expenses as a result of increased hiring, as well as a S$0.07 million increase in staff and vendor expenses associated with greater participation in industry conferences compared to the six months ended June 30, 2024.
General and administrative expenses
General and administrative expenses consist primarily of personnel related costs, including salaries, share-based compensation, travel and benefits expenses for our finance, human resources, operations and administrative teams. It also consists of expenses for professional services and compliance, such as legal, audit, accounting, consulting fees as well as insurance, facilities and other overhead expenses. General and administrative expenses increased by S$1.54 million, or 119%, to S$2.84 million (US$2.23 million) for the six months ended June 30, 2025 from S$1.29 million during the six months ended June 30, 2024. The increase was driven by: (a) an increase of S$0.58 million in share-based compensation expenses attributable to the vesting of employee share options; (b) a S$0.39 million increase in IT, insurance, travel expenses and other miscellaneous resulting from higher staff and operational requirements; (c) a S$0.28 million increase in M&A related legal expenses; and (d) a S$0.17 million increase in payroll-related expenses due to increased hiring.
Depreciation and amortization expenses
Depreciation and amortization expenses represent the allocation of Horizon’s property, equipment and intangible assets over their estimated lives. Depreciation and amortization expenses increased by S$0.18 million, or 65%, to S$0.46 million (US$0.36 million) for the six months ended June 30, 2025 from S$0.28 million during the six months ended June 30, 2024. The increase was primarily driven by an increase of S$0.14 million from depreciation of capitalized leasehold improvements associated with renovation works at our offices and an increase of S$0.02 million from depreciation of additional computer and related equipment purchased to support higher staff headcount.
Interest expense
Interest expense for the six months ended June 30, 2025 decreased only nominally versus the comparative period of the prior year.
Share-based compensation expenses
Horizon accounts for share-based compensation arrangements granted to employees in accordance with ASC 718, “Compensation: Stock Compensation” (“ASC 718”), by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform services in exchange for the award. Equity-based compensation expense is recognized only for awards subject to performance conditions if it is probable that the performance condition will be achieved. Horizon accounts for forfeitures when they occur.
Share-based compensation expenses recognized under research and development, selling and marketing as well as general and administrative expenses increased by S$4.42 million, or a 3597% increase, to S$4.54 million (US$3.57 million) for the six months ended June 30, 2025 from S$0.12 million during the six months ended June 30, 2024. The increase was attributable to new share option grants and related vesting activity during the six months ended June 30, 2025.
Other income
Other income primarily attributable to interest from fixed-rate deposits for the six months ended June 30, 2025 increased only nominally versus the comparative period of the prior year.
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Foreign exchange Gain (Loss)
Foreign exchange losses increased by S$0.79 million, or 206%, to S$0.41 million (US$0.32 million) for the six months ended June 30, 2025 from a gain of S$0.38 million during the six months ended June 30, 2024. This was due to the strengthening of the Singapore dollar against the U.S. Dollar, which adversely impacted the remeasurement of cash and bank balances denominated in U.S. Dollars.
Comparison of the years ended December 31, 2024 and 2023
The following tables set forth our consolidated statement of operations data for the years ended December 31, 2024 and 2023, and the dollar and percentage change between the two years:
|
December 31, |
|||||||||||||||
|
2023 |
2024 |
$ Change |
% Change |
||||||||||||
|
SGD |
SGD |
USD |
SGD |
||||||||||||
|
Revenue |
50,000 |
|
360,000 |
|
263,505 |
|
310,000 |
|
620 |
% |
|||||
|
|
|
|
|
|
|||||||||||
|
Operating Expenses: |
|
|
|
|
|
||||||||||
|
Research and development |
2,239,460 |
|
3,458,218 |
|
2,531,268 |
|
1,218,758 |
|
54 |
% |
|||||
|
Selling and marketing |
732,804 |
|
986,566 |
|
722,124 |
|
253,762 |
|
35 |
% |
|||||
|
General and administrative |
1,821,990 |
|
2,911,370 |
|
2,130,999 |
|
1,089,380 |
|
60 |
% |
|||||
|
Depreciation and amortization |
264,414 |
|
855,249 |
|
626,006 |
|
590,835 |
|
223 |
% |
|||||
|
Total operating expenses |
5,058,668 |
|
8,211,403 |
|
6,010,397 |
|
3,152,735 |
|
62 |
% |
|||||
|
Loss from operations |
(5,008,668 |
) |
(7,851,403 |
) |
(5,746,892 |
) |
(2,842,735 |
) |
-57 |
% |
|||||
|
|
|
|
|
|
|||||||||||
|
Other income and (expense): |
|
|
|
|
|
||||||||||
|
Interest expense |
(2,339 |
) |
(49,457 |
) |
(36,200 |
) |
(47,118 |
) |
-2014 |
% |
|||||
|
Other income |
1,527 |
|
124,085 |
|
90,825 |
|
122,558 |
|
8026 |
% |
|||||
|
Foreign exchange (loss) gain |
(166,037 |
) |
293,601 |
|
214,903 |
|
459,638 |
|
277 |
% |
|||||
|
Income tax expense |
— |
|
— |
|
— |
|
— |
|
— |
|
|||||
|
Net loss |
(5,175,517 |
) |
(7,483,174 |
) |
(5,477,364 |
) |
(2,307,657 |
) |
-45 |
% |
|||||
Comparison of the Years Ended December 31, 2023 and 2024
Revenues
Revenues increased by S$0.31 million, or 620% to S$0.36 million (US$0.26 million) for the year ended December 31, 2024, from S$0.05 million for the year ended December 31, 2023. The increase in revenues was primarily driven by the completion of additional contract milestones under which Horizon provided research and development services on quantum algorithms during the year ended December 31, 2024.
Research and development expenses
Research and development expenses increased by S$1.22 million, or 54%, to S$3.46 million (US$2.53 million) for the year ended December 31, 2024, from S$2.24 million during the year ended December 31, 2023. The increase was primarily driven by a S$1.06 million increase in payroll-related expenses as a result of increased hiring within the research and development teams, as well as a S$0.15 million increase in travel and software costs required to support increased headcount and expanded use of outsourced software development services.
Selling and marketing expenses
Selling and marketing expenses increased by S$0.25 million, or 35%, to S$0.99 million (US$0.72 million) for the year ended December 31, 2024, from S$0.73 million during the year ended December 31, 2023. The increase was primarily driven by a S$0.20 million increase in payroll-related expenses as a result of increased hiring, as well as a S$0.05 million increase in staff and vendor expenses associated with greater participation in industry conferences compared to the prior year.
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General and administrative expenses
General and administrative expenses increased by S$1.09 million, or 60%, to S$2.91 million (US$2.13 million) for the year ended December 31, 2024, from S$1.82 million during the year ended December 31, 2023. The increase was driven by a S$0.51 million increase in payroll-related expenses as a result of increased hiring, a S$0.33 million increase in IT expenses, professional and outsourced services to support compliance and other operational requirements, a S$0.14 million increase in travel-related expenses as a result of increased staff and a S$0.11 million increase in shared office rental expenses incurred by our Irish subsidiary, reflecting a full twelve-month rental period compared to the six months recognized in the prior year period.
Depreciation and amortization expenses
Depreciation and amortization expenses increased by S$0.59 million, or 223%, to S$0.86 million (US$0.63 million) for the year ended December 31, 2024, from S$0.26 million during the year ended December 31, 2023. The increase was driven by higher depreciable assets compared to the prior year, from an increase of S$0.28 million from the depreciation of capitalized leasehold improvements associated with renovation work at our offices, an increase of S$0.17 million in the depreciation of right-of-use assets recognized under lease arrangements associated with the acquisition of new office spaces, and an increase of S$0.15 million from the depreciation of additional computer and related equipment purchased to support higher staff headcount and operational requirements.
Interest expense
Interest expense for the year ended December 31, 2024 increased only nominally versus the prior year.
Share-based compensation expenses
Share-based compensation expenses recognized under research and development, selling and marketing as well as general and administrative expenses decreased by S$0.16 million, or a 50% decline, to S$0.16 million (US$0.12 million) for the year ended December 31, 2024, from S$0.32 million during the year ended December 31, 2023. The decrease was driven by less employee share option vesting activity in the year ended December 31, 2024, resulting in reduced expense recognition.
Other income
Other income increased by S$0.12 million, or 8,026%, to S$0.12 million (US$0.09 million) for the year ended December 31, 2024, from S$0.02 million during the year ended December 31, 2023. The increase was primarily driven by interest income earned on cash and cash equivalent balances placed in fixed deposit bank accounts.
Foreign exchange Gain (Loss)
Foreign exchange gain increased by S$0.46 million, or 277%, to S$0.29 million (US$0.21 million) for the year ended December 31, 2024, from a loss of S$0.17 million during the year ended December 31, 2023. This was primarily attributable to the weakening of the Singapore dollar against the U.S. Dollar, which positively impacted the remeasurement of cash and bank balances denominated in U.S. Dollars.
Liquidity and Capital Resources; Going Concern
Our operations have been financed primarily through net proceeds from the issuance of Series A convertible preference shares. As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of S$0.9 million (US$0.7 million) and S$6.6 million (US$4.9 million), respectively.
Our cash is primarily used in two areas, first to fund operating expenses related to the growth of our business, especially for research and development activities, including personnel related costs and overhead associated with the development and testing of our software and hardware systems. Cash is also used to support sales and marketing activities focused on building new collaborations, maintaining existing ones, funding industry engagement efforts and to support company operations in the areas of compliance, legal, accounting, facilities and other overheads. The other significant area of cash use is capital expenditures related to the acquisition of equipment and related components to build our hardware testbed.
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We incurred net losses of S$10.3 million and S$7.5 million for the six months ended June 30, 2025 and for the years ended December 31, 2024, respectively. As of June 30, 2025, we had an accumulated deficit of S$31.6 million. Expenses are expected to increase in the current fiscal year ended December 31, 2025, primarily due to increased hiring across all functions, and additional overhead required to support increased headcount as well as expenses incurred in bringing the company public. Cash flows of Horizon may not be sufficient to sustain the expansion required, including costs associated with the acquisition of equipment and related components to build our hardware testbed. With our current cash and cash equivalents, our ability to continue as a going concern through the next twelve months is dependent upon our ability to raise sufficient capital to fund our annualized operating and capital expenditure cash requirements of approximately US$12.6 million.
Our future capital requirements will depend on many factors including our ability to begin to recognize revenue and our revenue growth rate, the timing and extent of spending to support further research and development and sales and marketing efforts. In order to finance these opportunities, we will need to raise additional capital. However, we may not be able to raise additional capital on terms acceptable to Horizon or at all. To the extent that Horizon raises additional capital through the sale of equity or convertible debt securities, the ownership interest of its shareholders could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of its shareholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting its ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If Horizon raises funds through collaborations, or other similar arrangements with third parties, it may have to relinquish valuable rights to its quantum computing technology on terms that may not be favorable to Horizon and/or may reduce the value of Horizon’s shares. If we are unable to raise additional capital when desired, we may be required to delay, limit, reduce or terminate our quantum computing development efforts, and our business, results of operations and financial condition would be materially and adversely affected.
The primary objective of our capital management is to ensure that we obtain and maintain a sound capital position in order to support the development of our business and maximize shareholder value. If our Business Combination is successful, it is expected to provide us with access to the public markets and the ability to raise additional capital for growth. However, we cannot assure you that we will be able to raise capital on terms acceptable to Horizon or at all. These and other factors raise substantial doubt about our ability to continue as a going concern. The financial statements included elsewhere in this proxy statement/prospectus do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in our inability to continue as a going concern.
Financings
As of the date of this proxy statement/prospectus, we have raised an aggregate of $7,884,000 of SAFE financing, as follows: on July 19, 2025, we entered into a SAFE for the purchase price of $3,000,000; between October 7, 2025 and October 9, 2025, we entered into additional SAFEs for an aggregate purchase price of $1,000,000; on November 12, 2025, we entered into a SAFE for the purchase price of $1,384,000; on December 18, 2025, we entered into a SAFE with Harry You DMY’s Chairman, Chief Executive Officer, and Chief Financial Officer, and an affiliate of the Sponsor, for an aggregate purchase price of $500,000; and on December 29, 2025, we entered into a SAFE with a purchase price of $2,000,000. Under the terms of the SAFEs, we are permitted to use up to sixteen percent (16%) of the principal amount to fund our working capital requirements and effectuate share buybacks and cancellations of outstanding shares or then vested options of Horizon. The remaining eighty-four percent (84%) is required to be used exclusively to fund our working capital requirements or expenditures approved by the purchaser of the SAFE.
In terms of prior financings, Horizon closed its Horizon Series A Preference Shares fundraise in March 2023 for proceeds of US$18.1 million, Horizon Seed Plus Convertible Preference Shares fundraise in April 2020 for proceeds of US$2.35 million and Horizon Seed Convertible Preference Shares fundraise in December 2018 for proceeds of S$1.15 million.
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Cash Flows
Comparison of the six months ended June 20, 2025 and 2024
The following table summarized our cash flows for the periods presented:
|
Six Months Ended June 30, |
$ Change |
% Change |
|||||||||||||
|
2024 |
2025 |
||||||||||||||
|
SGD |
SGD |
USD |
SGD |
||||||||||||
|
Net cash used in operating activities |
(2,634,226 |
) |
(5,198,008 |
) |
(4,086,805 |
) |
(2,563,782 |
) |
-97 |
% |
|||||
|
Net cash used in investing activities |
(1,759,439 |
) |
(251,703 |
) |
(197,895 |
) |
1,507,736 |
|
86 |
% |
|||||
|
Net cash provided by financing activities |
— |
|
— |
|
— |
|
— |
|
— |
|
|||||
Operating Activities
Net cash used in operating activities during the six months ended June 30, 2025, was S$5.2 million (US$4.1 million), resulting primarily from a net loss of S$10.3 million, adjusted for non-cash charges of S$4.5 million in share-based compensation expense, S$0.5 million in depreciation and amortization, S$0.4 million of unrealized foreign exchange loss and offset by S$0.3 million of changes in working capital. The increase in net cash used in operating activities from the prior year was primarily related to the Company’s increase in hiring of research and development personnel and associated operational support costs.
Net cash used in operating activities during the six months ended June 30, 2024, was S$2.6 million, resulting primarily from a net loss of S$3.0 million, adjusted for non-cash charges of S$0.3 million in depreciation and amortization and S$0.1 million in share-based compensation expense, followed by S$0.3 million of changes in working capital and offset by S$0.4 million in unrealized foreign exchange gain.
Investing Activities
Net cash used in investing activities during the six months ended June 30, 2025, was S$0.3 million (US$0.2 million) representing additions of S$0.2 million of purchases relating to computer and office equipment to support increased staff headcount and operational requirements and additions of S$0.1 million to equipment primarily related to the development of a quantum computing system.
Net cash used in investing activities during the six months ended June 30, 2024, was S$1.8 million representing additions of S$1.2 million to equipment primarily related to the development of a quantum computing system, S$0.5 million attributable to capital expenditures for office renovation works and additions of S$0.1 million of purchases relating to computer and office equipment to support increased staff headcount and operational requirements.
Financing activities
Net cash provided by financing activities during the six months ended June 30, 2025 and 2024, was nil for the period as the Company did not undertake any financing transactions.
Comparison of the Years Ended December 31, 2024 and 2023
The following table summarizes our cash flows for the periods presented:
|
December 31, |
$ Change |
% Change |
|||||||||||||
|
2023 |
2024 |
||||||||||||||
|
SGD |
SGD |
USD |
SGD |
||||||||||||
|
Net cash used in operating activities |
(4,858,717 |
) |
(7,429,105 |
) |
(5,437,788 |
) |
(2,570,388 |
) |
-53 |
% |
|||||
|
Net cash used in investing activities |
(585,472 |
) |
(2,733,902 |
) |
(2,001,099 |
) |
(2,148,430 |
) |
-367 |
% |
|||||
|
Net cash provided by financing activities |
6,639,522 |
|
— |
|
— |
|
(6,639,522 |
) |
-100 |
% |
|||||
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Table of Contents
Operating Activities
Horizon’s cash flows from operating activities are significantly affected by the growth of its business primarily related to research and development, sales and marketing, and general and administrative activities. Horizon’s operating cash flows are also affected by its working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.
Net cash used in operating activities during the year ended December 31, 2024, was S$7.4 million (US$5.4 million), resulting primarily from a net loss of S$7.5 million, adjusted for non-cash charges of S$0.9 million in depreciation and amortization, S$0.2 million in share-based compensation and offset by S$0.7 million of changes in working capital and S$0.3 million of unrealized foreign exchange gain. The increase of S$2.6 million in net cash used in operating activities from the prior year was primarily related to a S$1.9 million increase in personnel expenses, of which S$1.5 million was from increased hiring, primarily within the research and development team as well as a S$0.4 million increase in staff bonuses, other miscellaneous payments and associated operational support costs, including S$0.1 million in facilities expenses, S$0.1 million in travel related expenses as a result of increased staff and greater participation in industry conferences compared to the prior year, and an increase of S$0.1 million in professional and outsourced services to support compliance and other operational requirements.
Net cash used in operating activities during the year ended December 31, 2023, was S$4.9 million, resulting primarily from a net loss of S$5.2 million, adjusted for non-cash charges of S$0.3 million in depreciation and amortization, S$0.3 million in share-based compensation expense, S$0.2 million in unrealized foreign exchange loss and offset by S$0.4 million of changes in working capital.
Investing Activities
Net cash used in investing activities during the year ended December 31, 2024, was S$2.7 million (US$2.0 million) representing additions of S$1.7 million to equipment primarily related to the development of a quantum computing system, additions of S$0.9 million attributable to capital expenditures for office renovation works, and additions of S$0.1 million of purchases relating to computer and office equipment to support increased staff headcount and operational requirements.
Net cash used in investing activities during the year ended December 31, 2023, was S$0.6 million representing additions of S$0.6 million to computer equipment related to operational requirements.
Financing activities
Net cash provided by financing activities during the year ended December 31, 2024, was nil for the period as Horizon did not undertake any financing transactions.
Net cash provided by financing activities during the year ended December 31, 2023, was S$6.6 million, reflecting net proceeds from the issuance of Series A convertible preference shares.
Contractual Obligations
Horizon leases office space in Singapore under two operating lease agreements with remaining lease terms of around 18 months. The lease agreements provide for monthly rental payments and other service charges. See “Note 7 — Right-Of-Use Assets and Lease Liabilities” in Horizon’s consolidated financial statements and notes for the fiscal years ended December 31, 2024 and 2023 included in this proxy statement/prospectus for more information. Horizon also entered a material purchase commitment with Maybell Quantum Industries Inc. to purchase capital equipment related to its hardware testbed. The unpaid contract value of the agreement is approximately US$581 thousand and payment is required upon delivery and acceptance of the equipment and is expected to close in late 2025.
Off-Balance Sheet Arrangements
As of June 30, 2025 and through the date of this proxy statement/prospectus, we do not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
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Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the company. In accounting for share-based compensation, the use of valuation methods for awards granted when the Horizon Ordinary Shares are not publicly traded, the use of estimates in option valuation model inputs such as expected volatility, term of options, risk-free interest rates are subjective and the change in these assumptions can materially affect the amount of share-based compensation expense recognized in the consolidated financial statements.
Revenue Recognition
See “Note 2 — Revenue Recognition” in Horizon’s consolidated financial statements and notes for the fiscal years ended December 31, 2024 and 2023 included in this proxy statement/prospectus.
Leases
See “Note 2 — Leases” in Horizon’s consolidated financial statements and notes for the fiscal years ended December 31, 2024 and 2023 included in this proxy statement/prospectus.
Share-Based Compensation
See “Note 2 — Share-Based Compensation” in Horizon’s consolidated financial statements and notes for the fiscal years ended December 31, 2024 and 2023 included in this proxy statement/prospectus.
Foreign Operations and Foreign Currency Translation
See “Note 2—“Foreign Operations Foreign Currency Translation” in Horizon’s consolidated financial statements and notes for the fiscal years ended December 31, 2024 and 2023 included in this proxy statement/prospectus.
Loss Contingencies
In the future, we may be involved in various legal proceedings, claims, and regulatory, tax, and government inquiries and investigations that arise in the ordinary course of business. Certain of these matters include claims for substantial or indeterminate amounts of damages. We will record a liability when we believe that a loss is probable, and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, we disclose the possible loss in the accompanying notes to our consolidated financial statements. If we determine that a loss is reasonably possible, but the loss or range of loss cannot be reasonably estimated, we will state in the accompanying notes to our consolidated financial statements that an estimate of the loss cannot be made.
Quantitative and Qualitative Disclosures about Market Risk
Foreign Exchange Risk
Horizon conducts operations through its Ireland subsidiary and we incur expenses and record assets and liabilities in local currencies such as the Euro. Accordingly, fluctuations in foreign currency exchange rates relative to the Singapore Dollar may impact our consolidated financial statements. For the year ended December 31, 2024 and 2023, Horizon reported foreign currency translation loss of approximately S$294 thousand and a gain of approximately S$166 thousand, respectively. Horizon expects that its exposure to loss in future earnings, fair values or cash flows resulting from foreign exchange risk will increase as its operations in Ireland grow and as a result of future sales in other global markets, such as North America and Europe. Horizon has not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future.
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Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations, and cash flows is included in Note 2, to Horizon’s notes to our consolidated financial statements included elsewhere in this prospectus for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the dates of the statement of financial position included in this prospectus.
Emerging Growth Company Status
As defined in Section 102(b)(1) of the JOBS Act, Horizon is an emerging growth company (“EGC”). As such, Horizon will be eligible for and intends to rely on certain exemptions and reduced reporting requirements provided by the JOBS Act, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements.
Horizon will remain an EGC until the earliest of (1) the last day of its fiscal year during which it has total annual gross revenues of at least US$1.235 billion; (2) the last day of its fiscal year following the fifth anniversary of the closing of the Business Combination; (3) the date on which Horizon has, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (4) the date on which the Company is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if Horizon has been a public company for at least 12 months and the market value of its Class A Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter.
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MANAGEMENT OF HOLDCO FOLLOWING THE BUSINESS COMBINATION
The following information concerning the management of Holdco is based on the terms of the Business Combination Agreement, applicable law and Nasdaq requirements and current expectations of Horizon, DMY, and Holdco and is subject to change.
Executive Officers and Directors of Holdco After the Business Combination
Pursuant to Section 6.13 of the Business Combination Agreement and Section 1 of the IonQ Side Letter, immediately following the Amalgamation Effective Time, the Holdco Board will be constituted as follows: (i) Harry You will be a member of the Holdco Board, and if determined to be independent by the Holdco Board, will be named as the initial lead independent director upon the Closing; (ii) one member of the Holdco Board will be selected by IonQ, provided that such person will qualify as an independent director under Nasdaq rules, will be unaffiliated with IonQ, and will be subject to Horizon’s, Holdco’s, and DMY’s approval, and (iii) at least a majority of the Holdco Board will qualify as independent directors under Nasdaq rules. Further, Horizon’s officers as of immediately prior to the Amalgamation Effective Time will be the initial officers of Holdco as of immediately after the Amalgamation Effective Time.
The following sets forth certain information, as of January 29, 2026, concerning the persons who are expected to serve as Holdco’s directors and executive officers following the Business Combination. Additional Holdco Board designees are expected to be identified between the date of this Registration Statement and Closing. The parties will disclose the additional designees by filing a Current Report on Form 8-K and a supplement to this proxy statement/prospectus.
|
Name |
Age |
Position |
||
|
Executive Officers |
||||
|
Dr. Joseph F. Fitzsimons |
43 |
Chief Executive Officer and Chairman of the Board of Directors |
||
|
Gregory M. Gould |
57 |
Chief Financial Officer |
||
|
Dr. Si-Hui Tan |
44 |
Chief Science Officer |
||
|
Non-Employee Directors |
||||
|
Harry L. You |
65 |
Director |
Executive Officers
Dr. Joseph Fitzsimons will be the Chief Executive Officer of Holdco following the Business Combination and has been the Chief Executive Officer of Horizon since March 2019, after founding Horizon in January 2018. Dr. Fitzsimons is an academic authority on quantum computing with extensive research and development expertise. Prior to Horizon, from May 2013 to February 2019, Dr. Fitzsimons was a professor at the Singapore University of Technology and Design, achieving the position of a tenured associate professor in 2018. In addition, from November 2010 until February 2019, Dr. Fitzsimons held various position at the Center for Quantum Technologies in Singapore, ultimately becoming a Principal Investigator in 2017, a position Dr. Fitzsimons held for the remainder of his time there. Prior to that, between October 2007 and September 2010, Dr. Fitzsimons simultaneously held positions as a Senior Research Fellow and a Junior Research Fellow within Oxford University’s Department of Materials and Merton College, respectively. Additionally, from 2006 until 2007, Dr. Fitzsimons was a Graduate Teaching Assistant at Oriel College. Dr. Fitzsimons has held multiple visiting positions at academic institutions between 2006 and 2018, included at the University of California, Berkley, University College in Dublin, Ireland and the Institute for Quantum Computing at the University of Waterloo. Dr. Fitzsimons has received several awards and distinctions, most notably from the MIT Technology Review, the Singapore National Research Foundation and the University of Oxford. Since 2008, Dr. Fitzsimons has been awarded ten research grants from a variety of governmental and academic institutions. Dr. Fitzsimons received his doctorate in 2007 from the University of Oxford’s Department of Materials, having completed a doctoral thesis titled Architectures for Quantum Computation under Restricted Controls. Prior to this he was awarded his bachelors of science in theoretical physics from University College Dublin, Ireland, achieving first class honors. Dr. Fitzsimons’ work has been cited over 6,900 times, he is listed as an inventor on three patents related to quantum computing, has authored in excess of 60 publications and is a member of multiple professional societies, including as president of the Southeast Asia Quantum Industry Association and as board member of the Irish Chamber of Commerce in Singapore.
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Gregory Gould will be the Chief Financial Officer of Holdco following the Business Combination and has been the Chief Financial Officer of Horizon since August 2025. Mr. Gould is a seasoned professional with deep investment and operational expertise in the tech sector, from AI, to FinTech, InsurTech, blockchain, retail tech and PropTech. In addition to his role at Horizon, Mr. Gould acts as a strategic advisor to Penchant Holdings, Inc., and as a venture partner with 14 Peaks Capital Advisors LLC, positions which he has held since December 2024 and May 2022, respectively. Mr. Gould’s participation in 14 Peaks Capital is voluntary and advisory, and he receives no remuneration for any services he may choose to provide. 14 Peaks Capital does not participate in the quantum computing market, and Horizon does not consider Mr. Gould’s involvement with them to be a conflict of interest with Horizon’s interests or Mr. Gould’s time. From December 2023 to May 2024, Mr. Gould was the Chief Financial Officer of FitMatch Inc., a leading AI-driven ’FitTech company that lets consumers find correct-fitting clothing. Prior to Fit, from May 2022 to September 2023, Mr. Gould was the Chief Financial Officer of Groundspeed Analytics, Inc., an InsurTech solution provider, where he rebuilt the finance team and successfully raised funding and helped drive a merger with Two Sigma Insurance Quantified, LP (a/ka/ Insurance Quantified). Earlier in his career, from January 2019 to January 2021, Mr. Gould was a Senior Vice President at Quarters Holdings GmbH, a PropTech company. From July 2017 to August 2019, was a Senior Advisor at CORESTATE Capital Holdings S.A. (XTERA: CCAP.DE), an investment manager and co-investor. Finally, Mr. Gould began his career at Goldman Sachs Group, Inc. (“Goldman”), where he became a Managing Direct and Co-Deputy Director of Goldman’s Global Technology Investment Research Group, leading equity and fixed income transactions. In 2023, Mr. Gould was identified as a “Top 25 CFO” of Miami by TheTopCFOs.com (f/k/a Finance & Investing), a publication focusing on business news and corporate actions related to banking, finance, and other topics relevant to public and private markets. Mr. Gould obtained his Bachelor of Science (B.S.) in Finance, Sloan School of Management from Massachusetts Institute of Technology, in 1990.
Dr. Si-Hui Tan will be the Chief Science Officer of Holdco following the Business Combination and has been the Chief Science Officer of Horizon since March 2019. Dr. Tan is an accomplished academic and researcher in the field of quantum computing, with extensive experience in research and development. Prior to Horizon, from October 2013 to February 2019, Dr. Tan was a research Scientist at the Singapore University of Technology and Design, where she specialized in research and development as it pertains to quantum computation. Before her time at the Singapore University of Technology and Design, from December 2010 to October 2013, Dr. Tan was a research scientist at A*Star Data Storage Institute, where her research focused primarily on quantum optics and quantum communications. Dr. Tan has received ten academic honors and awards, most recently, as a 2025 SG Digital Leader and in 2021 she was named as a Singapore 100 Women In Tech. Dr. Tan’s publications have also been cited over 1800 times. Dr. Tan obtained her doctorate in physics from Massachusetts Institute of Technology, and her Bachelor of Science (B.S.) in physics from the California Institute of Technology (Caltech).
Non-Employee Directors
Harry You will serve as a director of Holdco following the Business Combination. Mr. You’s biography appears in the section entitled “Information About DMY — Directors and Executive Officers; Biographies.”
Family Relationships
There are no family relationships among any of Holdco’s directors or executive officers.
Director Independence
As a result of its securities being listed on Nasdaq following consummation of the Business Combination, Holdco will adhere to the rules of Nasdaq in determining whether a director is independent. In connection with the consummation of the Business Combination, the Holdco Board will undertake a review of the independence of the members of the Holdco Board and will determine which directors qualify as “independent” as defined under the applicable Nasdaq rules.
The Nasdaq definition of “independence” includes a series of objective tests, such as the director or director nominee is not, and was not during the last three years, an employee of the Holdco and has not received certain payments from, or engaged in various types of business dealings with, the Holdco. In addition, as further required by the Nasdaq Listing Rules, the Holdco Board will make a subjective determination as to each director nominee’s independence and expects to determine that no relationships exist which, in the opinion of the Holdco Board, would interfere with such
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individual’s exercise of independent judgment in carrying out his or her responsibilities as a director. In making these determinations, the Holdco Board will review and discuss information provided by the directors with regard to each director’s business and personal activities as they may relate to Holdco and its management.
Upon the Closing, the Holdco Board is expected to be comprised of a majority of “independent directors” as defined in the rules of Nasdaq and applicable SEC rules.
Controlled Company
We anticipate that Dr. Fitzsimons, will hold approximately 64.1% of the voting power of Holdco’s voting securities for the election of directors in the No Additional Redemptions Scenario. As a result, Holdco expects to be a controlled company within the meaning of the Nasdaq rules, and, as a result, may qualify for exemptions from certain corporate governance requirements.
Under Nasdaq rules, a controlled company is exempt from certain corporate governance requirements, including:
• the requirement that a majority of the board of directors consist of independent directors;
• the requirement that if a listed company has a nominating and governance committee, it be composed of independent directors with a written charter addressing the committee’s purpose and responsibilities;
• the requirement that a listed company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
• the requirement for an annual performance evaluation of the nominating and governance committee, if applicable, and compensation committee.
Controlled companies must comply with Nasdaq’s other corporate governance standards. These include having and audit committee and the special meetings of independent or non-management directors.
Although we qualify as a “controlled company,” we do not currently expect to rely on these exemptions and intend to fully comply with all corporate governance requirements under the listing standards of Nasdaq. However, if we were to utilize some or all of these exemptions, we would not comply with certain of the corporate governance standards of the Nasdaq, which could adversely affect the protections for other stockholders.
Committees of the Holdco Board
The Holdco Board will establish an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of the Holdco Board are described below. Members serve on these committees until their resignation or until otherwise determined by the Holdco Board. Holdco may establish other committees as it deems necessary or appropriate from time to time.
Audit Committee
Upon the Closing, the Holdco Board will establish an audit committee. The audit committee is expected to consist of three members. The Holdco Board will determine which members of the audit committee qualify as “independent” under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act, which members of the audit committee qualify as an “audit committee financial expert” within the meaning of SEC regulations. Each member of Holdco’s audit committee is expected to be able to read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Holdco Board will examine each audit committee member’s scope of experience and the nature of their employment.
The primary purpose of the audit committee will be to discharge the responsibilities of the Holdco Board with respect to corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee Holdco’s independent registered public accounting firm. Specific responsibilities of the audit committee include:
• helping the Holdco Board oversee corporate accounting and financial reporting processes;
• managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit Holdco’s consolidated financial statements;
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• discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, Holdco’s interim and year-end operating results;
• developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
• reviewing related person transactions; obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes Holdco’s internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and
• approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.
Compensation Committee
Upon the Closing, the Holdco Board will establish a compensation committee. The Holdco Board will determine which members of the compensation committee qualify as “independent” under the Nasdaq listing standards and as “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act.
The primary purpose of the compensation committee will be to discharge the responsibilities of the Holdco Board in overseeing the compensation policies, plans and programs and to review and determine the compensation to be paid to executive officers, directors and other senior management, as appropriate. Specific responsibilities of the compensation committee will include:
• reviewing and approving the compensation of the chief executive officer, other executive officers and senior management;
• reviewing and recommending to the Holdco Board the compensation of directors;
• administering the equity incentive plans and other benefit programs;
• reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for the executive officers and other senior management; and
• reviewing and establishing general policies relating to compensation and benefits of the employees, including the overall compensation philosophy.
Nominating and Corporate Governance Committee
Upon the Closing, the Holdco Board will establish a nominating and corporate governance committee. The Holdco Board will determine which members of the nominating and corporate governance committee qualify as independent under the Nasdaq listing standards.
Specific responsibilities of the nominating and corporate governance committee will include:
• identifying and evaluating candidates, including the nomination of incumbent directors for re-election and nominees recommended by stockholders, to serve on the Holdco Board;
• considering and making recommendations to the Holdco Board regarding the composition and chairmanship of the committees of the Holdco Board;
• developing and making recommendations to the Holdco Board regarding corporate governance guidelines and matters, including in relation to corporate social responsibility; and
• overseeing periodic evaluations of the performance of the Holdco Board, including its individual directors and committees.
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Compensation Committee Interlocks and Insider Participation
None of the intended members of Holdco’s compensation committee has ever been an executive officer or employee of Holdco. None of Holdco’s executive officers currently serve, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that will serve as a member of the Holdco Board or compensation committee.
Code of Ethics
Following the consummation of the Business Combination, Holdco will have a code of ethics that applies to all of its executive officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of ethics will be available on Holdco’s website following the Closing. In addition, Holdco intends to post on its website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the code. The reference to the Holdco website address does not constitute incorporation by reference of the information contained at or available through Holdco’s website, and you should not consider it to be a part of this proxy statement/prospectus.
Limitation on Liability and Indemnification of Directors and Officers
Following the consummation of the Business Combination, the Holdco A&R Constitution will contain provisions requiring that Holdco indemnify its directors, officers, and executives against all costs, charges, losses, expenses, and liabilities incurred by them the execution of their duties or in relation thereto, and to advance expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding for which indemnification would be allowed, all to the extent permissible under Irish law. In addition, Holdco will enter into an indemnification agreement with each of its directors and executive officers that provides for indemnification of that director and/or executive officer against certain claims that arise by reason of their status or service as a director or executive officer. Holdco will purchase directors and officers liability insurance to cover its indemnification obligations to its directors and executive officers as well as to cover directly certain claims made against its directors and executive officers.
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HORIZON EXECUTIVE AND DIRECTOR COMPENSATION
Horizon Executive Officer and Director Compensation
The aggregate cash compensation paid by Horizon to its executive officers and directors who are expected to serve as executive officers and directors of Holdco following the consummation of the Business Combination for the year ended December 31, 2025 was S$0.95 million. This amount includes S$0.07 million set aside or accrued to provide pension, severance, retirement or similar benefits or expenses. 285,300 employee share options, covering 285,300 Horizon Ordinary Shares, were awarded by Horizon to the same individuals during the year ended December 31, 2025. Such options have an exercise price of S$16.07 per share and an expiration date of August 15, 2035.
As a foreign private issuer, we will comply with home country compensation disclosure requirements and certain exemptions thereunder rather than the SEC disclosure requirements applicable to U.S. domestic issuers. Under Singapore law, Horizon is not required to disclose compensation paid to its executive officers and directors on an individual basis and this information has not otherwise been publicly disclosed.
Holdco Executive Officer and Director Compensation Following the Business Combination
Overview
The policies of Holdco with respect to the compensation of its executive officers and directors following the Business Combination will be administered by the Holdco Board in consultation with the compensation committee of the Holdco Board. The compensation decisions regarding Holdco’s executives will be based on Holdco’s need to retain those individuals who continue to perform at or above Holdco’s expectations and to attract individuals with the skills necessary for Holdco to achieve its business plan. Holdco intends to establish an executive compensation program that is competitive with other similarly situated companies in its industry following completion of the Business Combination.
It is anticipated that performance-based and equity-based compensation will be an important foundation in executive compensation packages. Holdco believes that performance-based and equity-based compensation can be an important component of the total executive compensation package for maximizing shareholder value while, at the same time, attracting, motivating and retaining high-quality executives.
Holdco’s executive officers will receive a combination of cash and equity-based compensation. Holdco’s compensation committee will be charged with performing an annual review of Holdco’s cash and equity-based compensation programs to determine whether such programs provide appropriate incentives to Holdco’s executive officers, including whether such incentives are aligned with those provided to similarly situated executive officers in its industry. In addition to the guidance provided by its compensation committee, Holdco may utilize the services of third parties from time to time in connection with the hiring and compensation awarded to executive employees. This could include subscriptions to executive compensation surveys and other databases.
Employment Agreements
In connection with the Business Combination, Holdco expects to enter into employment agreements with certain executive officers, including confidentiality and non-disclosure restrictions and non-competition and non-solicitation restrictions that apply during employment and for certain periods following a termination of employment.
Holdco Incentive Plan
Holdco intends to adopt the Horizon Quantum Holdings Ltd. 2026 Equity Incentive Plan, which is referred to in this proxy statement/prospectus as the “2026 Plan.” The purpose of the 2026 Plan is to enhance the ability of Holdco to attract, retain and motivate persons who make important contributions to Holdco by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Equity awards and equity-linked compensatory opportunities are intended to assist in further aligning the interests of directors, employees, and consultants with those of our shareholders. The Plan Administrator may grant awards to any director, employee or consultant of Holdco or its subsidiaries. Only employees are eligible to receive incentive share options.
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Material Terms of the 2026 Plan
The material terms of the 2026 Plan are summarized below; however, the summary is qualified in its entirety by reference to the full text of the 2026 Plan, which is included as Annex L to this proxy statement/prospectus.
Administration
The 2026 Plan will be administered by the Holdco Board or one more committees or subcommittees of the Holdco Board, which will be comprised, unless otherwise determined by the Holdco Board, solely of not less than two members who will be non-employee directors (a “Committee”), or any officer that has been delegated administrative authority pursuant to the 2026 Plan for the duration such delegation is in effect (collectively, the “Plan Administrator”). The Plan Administrator will have full power to (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent, and under what circumstances awards may be settled or exercised in cash, shares, other securities, other awards or other property, or canceled, forfeited, or suspended, and the method or methods by which awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares, other securities, other awards or other property and other amounts payable with respect to an award shall be made; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in the 2026 Plan and any instrument or agreement relating to, or award granted under, the 2026 Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Plan Administrator shall deem appropriate for the proper administration of the 2026 Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards; (x) to reprice existing awards or to grant awards in connection with or in consideration of the cancellation of an outstanding award with a higher price; and (xi) make any other determination and take any other action that the Plan Administrator deems necessary or desirable for the administration of the 2026 Plan.
Share Reserve
The maximum aggregate number of Holdco Class A Ordinary Shares that may be issued under the 2026 Plan is the sum of (A) ten percent (10%) of the sum of (x) the total number of Holdco Ordinary Shares issued and outstanding immediately after the Closing, plus (y) the total number of Holdco Ordinary Shares issuable upon conversion, exercise, or exchange of convertible, exercisable, or exchangeable securities outstanding immediately after the Closing, plus (B) an increase commencing on January 1, 2026 and continuing annually on each anniversary thereof through and including January 1, 2035, equal to the lesser of (i) five percent (5%) of the shares available for issuance under the 2026 Plan as of the last day of the immediately preceding calendar year and (ii) such smaller number of shares as determined by the Board or the Committee.
Ten percent (10%) of the sum of (x) the total number of Holdco Ordinary Shares issued and outstanding immediately after the Closing, plus (y) the total number of Holdco Ordinary Shares issuable upon conversion, exercise, or exchange of convertible, exercisable, or exchangeable securities outstanding immediately after the Closing may be issued upon the exercise of incentive share options.
Shares issuable under the 2026 Plan may be newly issued or repurchased shares. Upon payment in shares pursuant to the exercise or settlement of an award, the number of shares available for issuance under the 2026 Plan shall be reduced only by the number of shares actually issued in such payment. If a participant pays the exercise price (or purchase price, if applicable) of an award through the tender of shares, or if the shares are tendered or withheld to satisfy any tax withholding obligations, the number of shares so tendered or withheld shall again be available for issuance pursuant to future Awards under the 2026 Plan, although such shares shall not again become available for issuance as incentive share options. Shares shall not be deemed to have been issued pursuant to the 2026 Plan with respect to any portion of an award that is settled in cash. Shares underlying any awards under the 2026 Plan that are settled in cash, forfeited, canceled, repurchased, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding satisfied without the issuance of shares or otherwise terminated (other than by exercise) will be added back to the shares available for issuance under the 2026 Plan, although shares shall not again become available for issuance as incentive share options. Additionally, shares issued as “substitute awards” (as defined in the 2026 Plan) will not count against the 2026 Plan’s share limit.
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The share reserve described herein may be subject to certain adjustments in the event of certain changes in the capitalization of Holdco (see “— Equitable Adjustments” below).
Annual Limitation on Awards to Non-Employee Directors
The 2026 Plan contains a limitation whereby the value of all awards under the 2026 Plan and all other cash compensation paid by Holdco to any non-employee director may not exceed $1,000,000 for the first calendar year a non-employee director is initially appointed to the Board, and $750,000 in any other calendar year.
Types of Awards
The 2026 Plan provides for the grant of share options, share appreciation rights, restricted shares, restricted share units, performance awards, dividend equivalent awards, and other share- or cash-based awards (collectively, “awards”).
Share Options. The 2026 Plan permits the granting of both options intended to qualify as incentive share options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and options that do not so qualify. Options granted under the 2026 Plan will be nonqualified options if they fail to qualify as incentive share options or exceed the annual limit on incentive share options. Incentive share options may only be granted to employees of Holdco and its subsidiaries. Nonqualified options may be granted to any persons eligible to receive awards under the 2026 Plan.
The exercise price of each option will be determined by the Plan Administrator, but such exercise price may not be less than 100% of the fair market value of one Holdco Class A Ordinary Share on the date of grant if the grant could result in adverse tax consequences or, in the case of an incentive share option granted to a 10% or greater shareholder, 110% of such share’s fair market value. The term of each option will be set by the Plan Administrator and may not exceed ten (10) years after the date it is granted to any employee of Holdco or its related corporations (as defined in the Singapore Companies Act) (or five (5) years for an incentive share option granted to a 10% or greater shareholder, or five (5) years after the date any option is granted to any other participant). The Plan Administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options.
Upon exercise of an option, the exercise price must be paid in full either in cash, check or, with approval of the Plan Administrator, by surrender of other shares that meet the conditions established by the Plan Administrator to avoid adverse accounting consequences to Holdco, by broker-assisted cashless exercise, by delivery of a notice of “net exercise” to Holdco, such other consideration and method of payment to the extent permitted by applicable law, or any combination of the foregoing methods of payment.
Share Appreciation Rights. The Plan Administrator may award share appreciation rights subject to such conditions and restrictions as it may determine. Share appreciation rights entitle the recipient to shares or cash, equal to the value of the appreciation in Holdco’s share price over the exercise price, as set by the Plan Administrator and which will be at least equal to the fair market value of one Holdco Class A Ordinary Share on the grant date. The term of each share appreciation right will be set by the Plan Administrator and may not exceed ten years from the date of grant. The Plan Administrator will determine at what time or times each share appreciation right may be exercised, including the ability to accelerate the vesting of such share appreciation rights.
Restricted Shares. A restricted share award is an award of shares that vest in accordance with the terms and conditions established by the Plan Administrator. The Plan Administrator will determine the persons to whom grants of restricted share awards are made, the number of restricted shares to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which awards of restricted shares may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted share awards. Unless otherwise provided in the applicable award agreement, a participant generally will have the rights and privileges of a shareholder as to such restricted shares, including without limitation the right to vote such restricted shares and the right to receive cash dividends, if applicable.
Restricted Share Units. Restricted share units are the right to receive shares at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the Plan Administrator. Restrictions or conditions could include, but are not limited to, the attainment of performance goals, continuous service with Holdco or its subsidiaries, the passage of time or other restrictions or conditions. The Plan Administrator determines
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the persons to whom grants of restricted share units are made, the number of restricted share units to be awarded, the time or times within which awards of restricted share units may be subject to forfeiture, the vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted share unit awards. The value of the restricted share units may be paid in shares, cash, other securities, other property, or a combination of the foregoing, as determined by the Plan Administrator.
The holders of restricted share units will have no voting rights. Prior to settlement or forfeiture, restricted share units awarded under the 2026 Plan may, at the Plan Administrator’s discretion, provide for a right to dividend equivalents.
Performance Awards. The Plan Administrator has the authority to grant share options, share appreciation rights, restricted shares, or restricted share units as a performance award, which means that such awards vest at least in part upon the attainment of one or more specified performance criteria. For each performance period, the Plan Administrator will have the sole authority to select the length of such performance period, the types of performance award to be granted, the performance criteria that will be used to establish the performance goals, and the level(s) of performance which shall result in a performance award being earned. At any time, the Plan Administrator may adjust or modify the calculation of a performance goal for a performance period, to appropriately reflect any circumstance or event that occurs during a performance period and that in the Plan Administrator’s sole discretion, warrants adjustment or modification. Depending on the type of performance award granted, the previously discussed terms and conditions will also apply to a performance award.
Performance criteria for a performance award may be based on the attainment of specific levels of performance of Holdco (and/or one or more subsidiaries, divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation, any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of Holdco’s equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins; (xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii) timely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii) strategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of Holdco and/or one or more subsidiaries as a whole or any business unit(s) of Holdco and/or one or more subsidiaries or any combination thereof, or any of the above performance criteria may be compared to the performance of a selected group of comparison or peer companies, or a published or special index that the Plan Administrator deems appropriate, or as compared to various stock market indices.
Dividend Equivalents. An award of dividend equivalents entitles the holder to be credited with an amount equal to all dividends paid on one share while the holder’s tandem award is outstanding. Dividend equivalents may be paid currently or credited to an account for the participant, settled in cash or shares, and subject to the same restriction on transferability and forfeitability as the award with respect to which the dividend equivalents are granted.
Other Share- or Cash-Based Awards. Other share-based awards may be granted either alone, in addition to, or in tandem with, other awards granted under the 2026 Plan and/or cash awards made outside of the 2026 Plan. The Plan Administrator shall have authority to determine the service providers to whom and the time or times at which other share-based awards shall be made, the amount of such other share-based awards, and all other conditions of the other share-based awards including any dividend and/or voting rights. The Plan Administrator may grant cash awards in such amounts and subject to such performance or other vesting criteria and terms and conditions as the Plan Administrator may determine.
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Repricing
Notwithstanding anything to the contrary in the 2026 Plan, unless a repricing is approved by shareholders, in no case may the Plan Administrator (i) amend an outstanding option or share appreciation right to reduce the exercise price of the award, (ii) cancel, exchange, or surrender an outstanding option or share appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (iii) cancel, exchange, or surrender an outstanding option or share appreciation right in exchange for an option or share appreciation right with an exercise price that is less than the exercise price of the original award.
Tax Withholding
Participants in the 2026 Plan are responsible for the payment of any federal, state, or local taxes that Holdco or its subsidiaries are required by law to withhold upon the exercise of options or share appreciation rights or vesting of other awards. Without limitation, the Plan Administrator may, in its sole discretion, permit a participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares (which are not subject to any pledge or other security interest) owned by the participant having a fair market value equal to such withholding liability, (B) having Holdco withhold from the number of shares otherwise issuable or deliverable pursuant to the exercise or settlement of the award a number of shares with a fair market value equal to such withholding liability, (C) deducting an amount sufficient to satisfy such withholding obligation from any payment of any kind otherwise due to a participant, (D) accepting a payment from the participant in cash, by wire transfer of immediately available funds, or by check made payable to the order of Holdco, or (E) if there is a public market for shares at the time the withholding obligation for a tax obligation is to be satisfied, selling shares issued pursuant to the award creating the withholding obligation. The amount withheld pursuant to any of the foregoing payment forms will be determined by Holdco and may be up to (but not in excess of) the aggregate amount of such obligations based on the maximum statutory withholding rates in the participant’s jurisdiction for all tax obligations that are applicable to such taxable income.
Equitable Adjustments
In the event of a merger, consolidation, recapitalization, share split, reverse share split, reorganization, split-up, spin-off, combination, repurchase or other change in corporate structure affecting the shares, the Plan Administrator will adjust (i) the number and class of shares which may be delivered under the 2026 Plan (or number and kind of other securities or other property); (ii) the number, class and price (including the exercise or strike price of options and share appreciation rights) of shares subject to outstanding awards, (iii) any applicable performance criteria, performance period, and other terms and conditions of outstanding performance awards, and (iv) the 2026 Plan’s numerical limits.
Change in Control
In the event of any change in control (as defined in the 2026 Plan), each outstanding Award shall be assumed or an equivalent award substituted by the acquiring or successor corporation or a parent of the acquiring or successor corporation. Unless determined otherwise by the Administrator, in the event that the successor corporation refuses to assume or substitute an Award, (A) the participant shall fully vest in and have the right to exercise the Award as to all of the shares, including those as to which it would not otherwise be vested or exercisable; (B) all applicable restrictions will lapse; and (C) all performance objectives and other vesting criteria will be deemed achieved at targeted levels. If an Option or SAR is not assumed or substituted in the event of a change in control, the Administrator shall notify the participant in writing or electronically that the Option or SAR shall be exercisable, to the extent vested, for a period of up to fifteen (15) days from the date of such notice, and the Option or SAR shall terminate upon the expiration of such period.
Transferability of Awards
Unless determined otherwise by the Plan Administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, except to a participant’s estate or legal representative, and may be exercised, during the lifetime of the participant, only by the participant.
Term
The 2026 Plan will become effective upon the Closing, and, unless terminated earlier, the 2026 Plan will continue in effect for a term of ten (10) years.
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Amendment and Termination
The Holdco Board may amend, alter, suspend or terminate the 2026 Plan at any time. No amendment or termination of the 2026 Plan will materially impair the rights of any participant, unless mutually agreed otherwise between the participant and Holdco. Approval of the shareholders shall be required for any amendment, where required by applicable law, as well as (i) to increase the number of shares available for issuance under the 2026 Plan and (ii) to change the persons or class of persons eligible to receive awards under the 2026 Plan.
Recoupment Policy
All awards granted under the 2026 Plan, all amounts paid under the 2026 Plan, and all shares issued under the 2026 Plan shall be subject to reduction, recoupment, clawback, or recovery by Holdco in accordance with applicable laws and with company policy.
Form S-8
Holdco intends to file with the SEC a registration statement on Form S-8 covering the shares issuable under the 2026 Plan.
Material United States Federal Income Tax Considerations
The following is a general summary under current law of the material U.S. federal income tax considerations related to awards and certain transactions under the 2026 Plan, based upon the current provisions of the Code and regulations promulgated thereunder. This summary deals with the general federal income tax principles that apply and is provided only for general information. It does not describe all federal tax consequences under the 2026 Plan, nor does it describe state, local, or foreign income tax consequences or federal employment tax consequences. The rules governing the tax treatment of such awards are quite technical, so the following discussion of tax consequences is necessarily general in nature and is not complete. In addition, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. This summary is not intended as tax advice to participants, who should consult their own tax advisors.
The 2026 Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended. Holdco’s ability to realize the benefit of any tax deductions described below depends on Holdco’s generation of taxable income as well as the requirement of reasonableness and the satisfaction of Holdco’s tax reporting obligations.
Incentive Share Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive share option. If shares issued to an optionee pursuant to the exercise of an incentive share option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized in excess of the option exercise price (the amount paid for the Shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) neither Holdco nor its subsidiaries will be entitled to any deduction for federal income tax purposes; provided that such incentive share option otherwise meets all of the technical requirements of an incentive share option. The exercise of an incentive share option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.
If the shares acquired upon the exercise of an incentive share option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the Holdco Class A Ordinary Shares at exercise (or, if less, the amount realized on a sale of such Shares) over the option exercise price thereof, and (ii) Holdco or its subsidiaries will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive share option is paid by tendering shares.
If an incentive share option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a nonqualified option. Generally, an incentive share option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.
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Nonqualified Options. No income is generally realized by the optionee at the time a nonqualified option is granted. Generally, (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the Holdco Class A Ordinary Shares issued on the date of exercise, and Holdco or its subsidiaries receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares have been held. Special rules will apply where all or a portion of the exercise price of the nonqualified option is paid by tendering shares. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value of the Holdco Class A Ordinary Shares over the exercise price of the option.
Share Appreciation Rights, Restricted Shares, Restricted Share Units, Dividend Equivalent Awards and Other Share- and Cash-Based Awards. The current federal income tax consequences of other awards authorized under the 2026 Plan generally follow certain basic patterns: (i) share appreciation rights are taxed and deductible in substantially the same manner as nonqualified options; (ii) nontransferable restricted shares subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value of the Holdco Class A Ordinary Shares over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election); and (iii) restricted share units, dividend equivalents, and other share- or cash-based awards are generally subject to tax at the time of payment. Holdco or its subsidiaries generally should be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the participant at the time the participant recognizes such income.
The participant’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a share appreciation right, restricted shares, restricted share unit, dividend equivalent award, or other share-based award will be the amount paid for such shares plus any ordinary income recognized when the shares were originally delivered, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant.
Performance Awards. The tax consequences of performance awards will generally mirror those of the underlying award type, each of which is discussed above.
Parachute Payments. The vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause all or a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to either Holdco or its subsidiaries, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).
Section 409A. The foregoing description assumes that Section 409A of the Code does not apply to an award under the 2026 Plan. In general, share options and share appreciation rights are exempt from Section 409A if the exercise price per share is at least equal to the fair market value per share of the underlying shares at the time the option or share appreciation right was granted. Restricted share awards are not generally subject to Section 409A. Restricted share units are subject to Section 409A unless they are settled within two and one-half months after the end of the later of (1) the end of Holdco’s fiscal year in which vesting occurs or (2) the end of the calendar year in which vesting occurs. If an award is subject to Section 409A and the provisions for the exercise or settlement of that award do not comply with Section 409A, then the participant would be required to recognize ordinary income whenever a portion of the award vested (regardless of whether it had been exercised or settled). This amount would also be subject to a 20% federal tax and premium interest in addition to the federal income tax at the participant’s usual marginal rate for ordinary income.
Interest of Directors and Executive Officers
All of the individuals who are expected to serve as directors and executive officers of Holdco or Horizon following the completion of the Business Combination are eligible for awards under the 2026 Plan and, thus, have a personal interest in the approval of the 2026 Plan. Nevertheless, Horizon believes that it is important to provide incentives and rewards for superior performance and the retention of executive officers and experienced directors by adopting the 2026 Plan.
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2026 Employee Share Purchase Plan
The board of directors and our stockholders have approved the adoption of the Horizon Quantum Holdings Ltd. 2026 Employee Share Purchase Plan (the “ESPP”), which will be effective as of the date of this prospectus. The following summary describes the material terms of the ESPP.
The ESPP will provide our employees and employees of participating subsidiaries with an opportunity to acquire a proprietary interest in Holdco through the purchase of Holdco Class A Ordinary Shares. The ESPP has two components — one which is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and one which is not intended to so qualify.
Share reserve. The initial maximum aggregate number of shares that may be purchased under the ESPP will be equal to one and one-half percent (1.5%) of the sum of (x) the total number of Holdco Ordinary Shares issued and outstanding immediately after the Closing, plus (y) the total number of Holdco Ordinary Shares issuable upon conversion, exercise, or exchange of convertible, exercisable, or exchangeable securities outstanding immediately after the Closing, which shall increase on January 1 of each of 2026 through 2035, by the lesser of (i) one percent (1%) of the shares available for issuance under the ESPP as of the last day of the immediately preceding calendar year, and (ii) such lesser number of shares as determined by the Holdco Board (collectively, the “ESPP Share Reserve”). ”). Provided, subject to adjustment as discussed below, the share reserve can be no more than 50,000,000 Holdco Ordinary Shares.
Administration. The Holdco Board or a committee appointed by the Holdco Board will administer the ESPP subject to the terms and conditions of the ESPP (the “ESPP Administrator”). Among other things, the ESPP Administrator will have the authority to (i) make rules and regulations for the administration of the ESPP; (ii) interpret the terms and provisions of the ESPP; (iii) make all determinations it deems advisable for the administration of the ESPP; (iv) decide all disputes arising in connection with the ESPP; and (v) otherwise supervise the administration of the ESPP.
Eligibility. Employees eligible to participate in any offering pursuant to the ESPP generally include any employee who is employed by Holdco or its subsidiaries at the beginning of the applicable offering period. However, any employee who owns (or is deemed to own as a result of attribution) 5% or more of the total combined voting power or value of all classes of Holdco’s capital shares, or the capital shares of one of Holdco’s qualifying subsidiaries in the future, or who will own such amount as a result of participation in the ESPP, will not be eligible to participate in the ESPP. The ESPP Administrator may impose additional restrictions on eligibility from time to time as set forth in the ESPP.
Offering Periods; Enrollment. Under the ESPP, eligible employees will be offered the option to purchase Holdco Class A Ordinary Shares at a discount over a series of offering periods. Holdco shall make one or more offerings to employees to subscribe for or purchase shares under the ESPP. Offerings shall begin at such time and on such dates as the ESPP Administrator shall determine, or the first business day thereafter. Each offering commencement date shall begin a six (6)-month plan period (the “Plan Period”) during which payroll deductions shall be made and held for the purchase of shares at the end of the Plan Period. However, the ESPP Administrator may, at its discretion, choose a different Plan Period of not more than twelve (12) months for Offerings. New participants may enroll by submitting an enrollment form prior to the start of an offering period. Once an employee is enrolled, participation will be automatic in subsequent offering periods. An employee’s participation automatically ends upon a termination of employment for any reason, and an employee may withdraw from an offering period at any time without affecting his or her eligibility to participate in future offering periods.
Offerings; payroll deductions. Under the ESPP, eligible employees will be offered the option to purchase Holdco Class A Ordinary Shares at a discount over a series of offering periods by accumulating funds through payroll deductions of between one percent (1%) and fifteen percent (15%) of the employee’s compensation. Unless otherwise determined by the ESPP Administrator, the purchase price for shares purchased under the ESPP will be eighty-five percent (85%) of the lesser of the fair market value of the Holdco Class A Ordinary Shares on (i) the first business day of the applicable offering period and (ii) the date of purchase. However, no participant may purchase more than that number of shares equal to that whole number determined by multiplying $2,083 by the number of full months in the Plan Period divided by the closing price as published in the Wall Street Journal (or another source selected by the ESPP Administrator) on the offering commencement date. The ESPP Administrator, in its discretion, may set a lower maximum amount of shares which may be purchased. In addition, no participant will have the right to
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purchase shares in an amount, when aggregated with purchase rights under all of Holdco’s employee share purchase plans that are also in effect in the same calendar years, that has a fair market value of more than $25,000, determined as of the first day of the applicable offering period, for each calendar year in which that right is outstanding.
Subject to certain limitations, the number of shares that a participant purchases in each offering period is determined by dividing the total amount of payroll deductions withheld from the participant’s compensation during the offering period by the purchase price. In general, if an employee ceases to be a participant in the ESPP, the employee’s option to purchase shares under the ESPP will be automatically terminated, and the amount of the employee’s accumulated payroll deductions or other contributions will be refunded.
Adjustments upon recapitalization. If the number of outstanding Holdco Ordinary Shares is changed by a share dividend, recapitalization, share split, reverse share split, subdivision, combination, reclassification, or similar change in our capital structure without consideration, then the ESPP Administrator will proportionately adjust the number and class of our ordinary shares that are available under the ESPP, the purchase price and number of shares any participant has elected to purchase under the ESPP, as well as the maximum number of shares which may be issued to participants under the ESPP.
Reorganization Events. If we experience a “reorganization event” (as defined in the ESPP), the ESPP Administrator may take any one or more of the following actions regarding options outstanding during an offering on such terms as the ESPP Administrator determines: (i) provide that options shall be assumed, or substantially equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) provide that all outstanding options shall be terminated immediately prior to the consummation of such reorganization event and that all such outstanding options shall become exercisable to the extent of accumulated payroll deductions as of a date specified by the ESPP Administrator, (iii) provide that all outstanding options will be cancelled as of a date prior to the effective date of the Reorganization Event and that all accumulated payroll deductions will be returned to participating employees on such date, (iv) change the last day of the offering period to be the date of the consummation of such Reorganization Event and make or provide for a cash payment to each employee, (v) provide that, in connection with a liquidation or dissolution of Holdco, options will convert into the right to receive liquidation proceeds (net of the option price thereof), and (vi) any combination of the foregoing.
Transferability. Rights under the ESPP are not transferable other than by will or the laws of descent and distribution.
Amendment; termination. The Board may, at any time and from time to time, amend or suspend the ESPP or any portion thereof, except that (a) if the approval of any such amendment by the shareholders of Holdco is required by Section 423 of the Code, such amendment will not be effected without such approval, and (b) in no event may any amendment be made that would cause the ESPP to fail to comply with Section 423 of the Code. The ESPP may be terminated at any time by the Board, and upon such termination, all amounts in the accounts of participating employees will be promptly refunded.
Federal Income Tax Information
The following is a summary of some of the material federal income tax consequences to participants in the ESPP under current federal tax laws. This summary deals with the general tax principles that apply and is provided only for general information. Certain types of taxes, such as state and local income taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of income taxation that may be relevant to a participant in light of his or her personal investment circumstances. This summarized tax information is not tax advice.
The 423 Component of the ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code. The ESPP is not subject to any provisions of the Employee Retirement Income Security Act of 1974.
Assuming the 423 Component qualifies under the Code, no taxable income will be recognized by a participant, and no deductions will be allowable to Holdco, upon either the grant or the exercise of the purchase rights. Taxable income will not be recognized until there is a sale or other disposition of the shares acquired under the ESPP or in the event the participant should die while still owning the purchased shares.
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If the participant sells or otherwise disposes of the purchased shares within two years after the start date of the offering period in which such shares were acquired or within one year after the purchase date of those shares, then the participant will recognize ordinary income in the year of sale or disposition equal to the amount by which the fair market value of the shares on the purchase date exceeded the purchase price paid for those shares, and Holdco will be entitled to an income tax deduction, for the taxable year in which such sale or disposition occurs, equal in amount to such excess.
If the participant sells or disposes of the purchased shares more than two years after the start date of the offering period in which the shares were acquired and more than one year after the purchase date of those shares, then the participant will recognize ordinary income in the year of sale or disposition equal to the lesser of (i) the amount by which the fair market value of the shares on the sale or disposition date exceeded the purchase price paid for those shares or (ii) 15 percent (or such other discount determined by the ESPP Administrator, but not more than 15 percent) of the fair market value of the shares on the start date of that offering period, and any additional gain upon the disposition will be taxed as a long-term capital gain. Holdco will not be entitled to an income tax deduction with respect to such sale or disposition.
If the participant still owns the purchased shares at the time of death, then the participant will recognize ordinary income at such time equal to the lesser of (i) the amount by which the fair market value of the shares on the date of death exceeds the purchase price or (ii) 15 percent (or such other discount determined by the ESPP Administrator, but not more than 15 percent) of the fair market value of the shares on the start date of the offering period in which those shares were acquired.
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BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding (i) the beneficial ownership of DMY Common Stock as of January 28, 2026, which is prior to the consummation of the Business Combination, (ii) the beneficial ownership of Horizon capital stock, on an as-converted to common stock basis, as of December 31, 2025, which is prior to the consummation of the Business Combination, and (iii) the expected beneficial ownership of Holdco Ordinary Shares immediately following consummation of the Business Combination (assuming the No Additional Redemptions Scenario and the 100% Redemptions Scenario as described below) by:
• each of DMY’s current executive officers and directors;
• each of Horizon’s current executive officers and directors;
• each person who will become an executive officer or director of Holdco post-Business Combination;
• all executive officers and directors of DMY as a group pre-Business Combination, all executive officers and directors of Horizon as a group pre-Business Combination, and all executive officers and directors of Holdco as a group post-Business Combination; and
• each person who is the beneficial owner of more than 5% of each class of DMY Common Stock pre-Business Combination, each person who is the beneficial owner of more than 5% of Horizon Ordinary Shares (on an as-converted basis) pre-Business Combination, and each person who is expected to be the beneficial owner of more than 5% of each class of Holdco Ordinary Shares post-Business Combination.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options that are currently exercisable or exercisable within 60 days. In computing the number of shares beneficially owned by a person or entity and the percentage ownership of that person or entity in the table below, all shares subject to option held by such person or entity were deemed outstanding prior to the Business Combination if such securities are currently exercisable, or exercisable within 60 days of January 28, 2026 and were deemed outstanding post-Business Combination if such securities are exercisable within 60 days of the Closing. These shares were not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.
The beneficial ownership of DMY Common Stock pre-Business Combination is based on 3,905,737 shares of DMY Common Stock issued and outstanding as of the date of this proxy statement/prospectus, which includes 2,742,253 DMY Class A Shares and 1,163,484 DMY Class B Shares.
The beneficial ownership of Horizon Ordinary Shares pre-Business Combination is based on 16,023,350 Horizon Ordinary Shares issued and outstanding as of the date of this proxy statement/prospectus, on an as-converted to Horizon Ordinary Shares basis. Such amount does not include shares underlying unexercised Horizon Options or Horizon SAFEs.
The expected beneficial ownership of Holdco Ordinary Shares post-Business Combination assumes two scenarios:
• No Additional Redemptions Scenario: This scenario assumes no redemption of the 2,325,987 Public Shares.
• 100% Redemptions Scenario: This scenario assumes that that holders of all 2,325,987 Public Shares subject to redemption will exercise their redemption rights. A 100% redemptions scenario is possible here because the PIPE Investment is expected to be sufficient to satisfy the Minimum Cash Condition.
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Based on the foregoing assumptions, in the No Additional Redemptions Scenario we estimate that there would be 53,522,558 Holdco Ordinary Shares issued and outstanding immediately following the consummation of the Business Combination, consisting of 33,569,237 Holdco Class A Ordinary Shares and 19,953,321 Holdco Class B Ordinary Shares, and a total outstanding voting power of ordinary shares of 93,429,200, and in the 100% Redemptions Scenario we estimate that there would be 51,196,571 Holdco Ordinary Shares issued and outstanding immediately following the consummation of the Business Combination, consisting of 31,243,250 Holdco Class A Ordinary Shares and 19,953,321 Holdco Class B Ordinary Shares, and a total outstanding voting power of ordinary shares of 91,103,213. If the actual facts are different from the foregoing assumptions, ownership in Holdco and the columns under Post-Business Combination in the table that follows will be different.
295
Table of Contents
|
Pre-Business Combination |
Post-Business Combination(2) |
|||||||||||||||||||||||||||||||||||||||||||||||||
|
Assuming No Additional Redemptions |
Assuming 100% Redemptions |
|||||||||||||||||||||||||||||||||||||||||||||||||
|
Name and Address of Beneficial |
Number |
% of |
Number |
% of |
% of DMY |
Number |
% of |
Number |
% of |
Number |
% of |
% of |
% of |
Number |
% of |
Number |
% of |
% of |
% of |
|||||||||||||||||||||||||||||||
|
DMY Directors and Executive Officers |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
Harry L. You(3) |
— |
0.00 |
% |
1,163,484 |
100.00 |
% |
29.79 |
% |
20,231 |
* |
|
4,097,927 |
11.24 |
% |
— |
0.00 |
% |
7.26 |
% |
4.25 |
% |
4,097,927 |
12.01 |
% |
— |
0.00 |
% |
7.58 |
% |
4.36 |
% |
|||||||||||||||||||
|
Darla Anderson |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
— |
0.00 |
% |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
0.00 |
% |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
0.00 |
% |
|||||||||||||||||||
|
Francesca Luthi |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
— |
0.00 |
% |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
0.00 |
% |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
0.00 |
% |
|||||||||||||||||||
|
Constance Weaver |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
— |
0.00 |
% |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
0.00 |
% |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
0.00 |
% |
|||||||||||||||||||
|
All DMY Directors and Executive Officers as a group (four individuals) |
— |
0.00 |
% |
1,163,484 |
100.00 |
% |
29.79 |
% |
20,231 |
* |
|
4,097,927 |
11.24 |
% |
— |
0.00 |
% |
7.26 |
% |
4.25 |
% |
4,097,927 |
12.01 |
% |
— |
0.00 |
% |
7.58 |
% |
4.36 |
% |
|||||||||||||||||||
|
Horizon Quantum Directors and Executive Officers |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
Joseph Francis Fitzsimons(4) |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
8,108,696 |
50.61 |
% |
— |
0.00 |
% |
19,953,321 |
100.00 |
% |
37.28 |
% |
64.07 |
% |
— |
0.00 |
% |
19,953,321 |
100.00 |
% |
38.97 |
% |
65.71 |
% |
|||||||||||||||||||
|
Gregory Gould(5) |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
17,831 |
* |
|
43,877 |
* |
|
— |
0.00 |
% |
* |
|
* |
|
43,877 |
* |
|
— |
0.00 |
% |
* |
|
* |
|
|||||||||||||||||||
|
Dr. Si-Hui Tan(6) |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
500,000 |
3.03 |
% |
1,230,366 |
3.54 |
% |
— |
0.00 |
% |
2.25 |
% |
1.30 |
% |
1,230,366 |
3.79 |
% |
— |
0.00 |
% |
2.35 |
% |
1.33 |
% |
|||||||||||||||||||
|
Hsien-Hui Tong(7) |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
— |
0.00 |
% |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
0.00 |
% |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
0.00 |
% |
|||||||||||||||||||
|
All Horizon Quantum Directors and Executive Officers as a group (four individuals) |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
8,626,527 |
53.74 |
% |
1,274,243 |
3.66 |
% |
19,953,321 |
100.00 |
% |
38.74 |
% |
64.55 |
% |
1,274,243 |
3.92 |
% |
19,953,321 |
100.00 |
% |
40.46 |
% |
66.18 |
% |
|||||||||||||||||||
|
Holdco Directors and Executive Officers |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
Joseph Francis Fitzsimons(4) |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
8,108,696 |
50.61 |
% |
— |
0.00 |
% |
19,953,321 |
100.00 |
% |
37.28 |
% |
64.07 |
% |
— |
0.00 |
% |
19,953,321 |
100.00 |
% |
38.97 |
% |
65.71 |
% |
|||||||||||||||||||
|
Gregory Gould(5) |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
17,831 |
* |
|
43,877 |
* |
|
— |
0.00 |
% |
* |
|
* |
|
43,877 |
* |
|
— |
0.00 |
% |
* |
|
* |
|
|||||||||||||||||||
|
Dr. Si-Hui Tan(6) |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
500,000 |
3.03 |
% |
1,230,366 |
3.54 |
% |
— |
0.00 |
% |
2.25 |
% |
1.30 |
% |
1,230,366 |
3.79 |
% |
— |
0.00 |
% |
2.35 |
% |
1.33 |
% |
|||||||||||||||||||
|
Harry L. You(3) |
— |
0.00 |
% |
1,163,484 |
100.00 |
% |
29.79 |
% |
20,231 |
* |
|
4,097,927 |
11.24 |
% |
— |
0.00 |
% |
7.26 |
% |
4.25 |
% |
4,097,927 |
12.01 |
% |
— |
0.00 |
% |
7.58 |
% |
4.36 |
% |
|||||||||||||||||||
|
All Holdco Directors and Executive Officers as a group (4 individuals) |
— |
0.00 |
% |
1,163,484 |
100.00% |
|
29.79 |
% |
8,646,758 |
53.87 |
% |
5,372,170 |
14.72 |
% |
19,953,321 |
100.00 |
% |
44.86 |
% |
67.70 |
% |
5,372,170 |
15.72 |
% |
19,953,321 |
100.00 |
% |
46.79 |
% |
69.37 |
% |
|||||||||||||||||||
|
Greater than 5% Shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
dMY Squared Sponsor, |
— |
0.00 |
% |
1,163,484 |
100.00 |
% |
29.79 |
% |
— |
0.00 |
% |
4,048,144 |
11.10 |
% |
— |
0.00 |
% |
7.18 |
% |
4.20 |
% |
4,048,144 |
11.86 |
% |
— |
0.00 |
% |
7.49 |
% |
4.31 |
% |
|||||||||||||||||||
|
Centiva Capital, LP(9) |
199,344 |
7.27 |
% |
— |
0.00 |
% |
5.10 |
% |
— |
0.00 |
% |
199,344 |
* |
|
— |
0.00 |
% |
* |
|
* |
|
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
0.00 |
% |
|||||||||||||||||||
|
Merus Global Investments, LLC(10) |
200,000 |
7.29 |
% |
— |
0.00 |
% |
5.12 |
% |
— |
0.00 |
% |
200,000 |
* |
|
— |
0.00 |
% |
* |
|
* |
|
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
0.00 |
% |
|||||||||||||||||||
|
J. Goldman & Co LP(11) |
150,000 |
5.47 |
% |
— |
0.00 |
% |
3.84 |
% |
— |
0.00 |
% |
150,000 |
* |
|
— |
0.00 |
% |
* |
|
* |
|
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
0.00 |
% |
|||||||||||||||||||
|
National Philanthropic |
231,520 |
8.44 |
% |
— |
0.00 |
% |
5.93 |
% |
— |
0.00 |
% |
231,520 |
* |
|
— |
0.00 |
% |
* |
|
* |
|
231,520 |
* |
|
— |
0.00 |
% |
* |
|
* |
|
|||||||||||||||||||
|
Cambridge in America(13) |
184,746 |
6.74 |
% |
— |
0.00 |
% |
4.73 |
% |
— |
0.00 |
% |
184,746 |
* |
|
— |
0.00 |
% |
* |
|
* |
|
184,746 |
* |
|
— |
0.00 |
% |
* |
|
* |
|
|||||||||||||||||||
|
Singapore Innovate Pte. |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
1,431,927 |
8.89 |
% |
3,523,587 |
10.50 |
% |
— |
0.00 |
% |
6.58 |
% |
3.77 |
% |
3,523,587 |
11.28 |
% |
— |
0.00 |
% |
6.88 |
% |
3.87 |
% |
|||||||||||||||||||
|
Abies Ventures Fund I, |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
805,400 |
5.03 |
% |
1,981,873 |
5.90 |
% |
— |
0.00 |
% |
3.70 |
% |
2.12 |
% |
1,981,873 |
6.34 |
% |
— |
0.00 |
% |
3.87 |
% |
2.18 |
% |
|||||||||||||||||||
|
Peak XV Partners Seed Investment(16) |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
2,653,579 |
16.44 |
% |
6,529,744 |
19.45 |
% |
— |
0.00 |
% |
12.20 |
% |
6.99 |
% |
6,529,744 |
20.90 |
% |
— |
0.00 |
% |
12.75 |
% |
7.17 |
% |
|||||||||||||||||||
|
THL A12 Limited(17) |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
1,714,821 |
10.70 |
% |
4,219,713 |
12.57 |
% |
— |
0.00 |
% |
7.88 |
% |
4.52 |
% |
4,219,713 |
13.51 |
% |
— |
0.00 |
% |
8.24 |
% |
4.63 |
% |
|||||||||||||||||||
|
IonQ, Inc.(18) |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
— |
0.00 |
% |
4,257,978 |
12.68 |
% |
— |
0.00 |
% |
7.96 |
% |
4.56 |
% |
4,257,978 |
13.63 |
% |
— |
0.00 |
% |
8.32 |
% |
4.67 |
% |
|||||||||||||||||||
|
Dell International L.L.C.(19) |
— |
0.00 |
% |
— |
0.00 |
% |
0.00 |
% |
— |
0.00 |
% |
2,128,989 |
6.34 |
% |
— |
0.00 |
% |
3.98 |
% |
2.28 |
% |
2,128,989 |
6.81 |
% |
— |
0.00 |
% |
4.16 |
% |
2.34 |
% |
|||||||||||||||||||
____________
* Less than 1%.
296
Table of Contents
(1) Unless otherwise noted, the principal business address of each of the directors and executive officers of DMY is c/o dMY Squared Technology Group, Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144, and the principal business address of each of the directors and executive officers of Horizon and Holdco is 29 Media Cir. #05-22, Singapore, 138565.
(2) After the Closing, holders of record of Holdco Class A Ordinary Shares will be entitled to one (1) vote per share on all matters on which the Holdco Class A Ordinary Shares are entitled to vote and holders of Holdco Class B Ordinary Shares will be entitled to three (3) votes per share on all matters on which the Holdco Class B Ordinary Shares are entitled to vote.
(3) Before the Closing, securities of DMY represents Class B Shares held by dMY Squared Sponsor, LLC (the “Sponsor”) and securities of Horizon represents Horizon Ordinary Shares issuable upon conversion of a $500,000 SAFE held by Harry You. After the Closing, also includes 2,884,660 Holdco Class A Ordinary Shares issuable upon the cash exercise of 2,884,660 Holdco Warrants which will be exercisable within 60 days of the Closing Date. Harry L. You is the manager of the Sponsor. Mr. You has voting and investment discretion with respect to the DMY Common Stock and Holdco Ordinary Shares held by the Sponsor. Prior to the Closing, Mr. You is the Chairman, Chief Executive Officer and Chief Financial Officer of DMY. After the Closing, Mr. You is expected to be a director of Holdco.
(4) After the Closing, represents 19,953,321 Holdco Class B Ordinary Shares. Joseph Francis Fitzsimons is the founder, Chief Executive Officer, and a director of Horizon and is expected to be the Chief Executive Officer and a director of Holdco after the Closing.
(5) Prior to the Closing, represents 17,831 Horizon Ordinary Shares issuable upon the exercise of vested Horizon Options. After the Closing, represents 44,514 Holdco Class A Ordinary Shares issuable upon the exercise of vested Holdco Options. Does not include 667,715 Holdco Class A Ordinary Shares issuable upon the exercise of Holdco Options which are unvested and will not vest within 60 days of the Closing. Gregory Gould is the Chief Financial Officer of Horizon and is expected to be the Chief Financial Officer of Holdco after the Closing.
(6) Prior to the Closing, represents 500,000 Horizon Ordinary Shares issuable upon the exercise of vested Horizon Options. After the Closing, represents 1,248,210 Holdco Class A Ordinary Shares issuable upon the exercise of vested Holdco Options. Si-Hui Tan is the Chief Science Officer of Horizon.
(7) Mr. Tong is a director of Horizon.
(8) Before the Closing, represents Class B Shares held by the Sponsor. After the Closing, also includes 2,884,660 Holdco Class A Ordinary Shares issuable upon the cash exercise of 2,884,660 Holdco Warrants which will be exercisable within 60 days of the Closing Date. Harry L. You is the manager of the Sponsor. Mr. You has voting and investment discretion with respect to the DMY Common Stock and Holdco Ordinary Shares held by the Sponsor. Prior to the Closing, Mr. You is the Chairman, Chief Executive Officer and Chief Financial Officer of DMY. After the Closing, Mr. You is expected to be a director of Holdco.
(9) According to a Schedule 13G/A filed with the SEC on February 14, 2024 on behalf of Centiva Capital, LP and Centiva Capital GP, LLC. After the Closing, the No Additional Redemptions Scenario assumes that none of the Public Shares held by such persons are redeemed and the 100% Redemptions Scenario assumes all Public Shares held by such persons are redeemed. The address of the business office of Centiva Capital, LP and Centiva Capital GP, LLC is 55 Hudson Yards, Suite 22A, New York, New York 10001.
(10) According to a Schedule 13G filed with the SEC on March 5, 2025 on behalf of Merus Global Investments, LLC. After the Closing, the No Additional Redemptions Scenario assumes that none of the Public Shares held by such persons are redeemed and the 100% Redemptions Scenario assumes all Public Shares held by such persons are redeemed. The address of the business office of Merus Global Investments, LLC is 3 Park Avenue, Suite 2900, New York, NY 10016.
(11) According to a Schedule 13G/A filed with the SEC on November 14, 2025 by: (i) J. Goldman & Co., L.P. (“JGC”) with respect the shares of the Company beneficially owned by J. Goldman Master Fund, L.P. (“JGMF”) and J. Goldman Enhanced Master Fund, L.P. (“JGEMF”); (ii) J. Goldman Capital Management, Inc. (“JGCM”) with respect to shares of the Company beneficially owned by JGMF and JGEMF; and (iii) Mr. Jay G. Goldman with respect to shares of the Company beneficially owned by JGMF and JGEMF. After the Closing, the No Additional Redemptions Scenario assumes that none of the Public Shares held by such persons are redeemed and the 100% Redemptions Scenario assumes all Public Shares held by such persons are redeemed. The address of the principal place of business office of JGC, JGCM and Mr. Goldman is c/o J. Goldman & Co., L.P., 510 Madison Avenue, 26th Floor, New York, NY 10022.
(12) According to a Schedule 13D filed with the SEC on September 19, 2025 by National Philanthropic Trust. The principal business address of National Philanthropic Trust is 165 Township Line Road, Suite 1200, Jenkintown, Pennsylvania 19046.
(13) The principal business address of Cambridge in America is 1120 Avenue of the Americas, Floor 7, New York, NY 10036.
(14) Yong Ying-I, Lim Hua Ern John, Jeremy Asher Kranz, Tan Sok Pin, Lee Kheng Nam, Shi Xu, Phuan Ling Fong and Cindy Khoo Seow Chyng, as directors of Singapore Innovate Pte. Ltd., may be deemed to have voting and dispositive power over the shares held by Singapore Innovate Pte Ltd. The foregoing individuals disclaim beneficial ownership of the shares, except to the extent of any pecuniary interest therein. The address of Singapore Innovate Pte Ltd. is 32 Carpenter Street Singapore 059911.
297
Table of Contents
(15) Abies Ventures Fund I, L.P.’s business address is at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands. Fuyuki Yamaguchi and Sota Nagano are the managing members of Abies Ventures GP I, LLP, the general partner of Abies Ventures Funds I, L.P. and consequently have joint voting control and investment discretion over securities held by Abies Ventures Fund I, L.P.
(16) Voting and dispositive authority over the shares held by Peak XV Partners Seed Investment is shared by the directors of Peak XV Partners Seed Investment, Satyadeo Bissessur and Krishnacoomari Bundhoo. The mailing address for Peak XV Partners Seed Investment is 5th Floor, Ebene Esplanade, 24 Bank Street, Cybercity Ebene, Mauritius.
(17) THL A12 Limited is a wholly owned subsidiary of Tencent Holdings Limited (“Tencent”). The registered address for THL A12 Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. THL A12 Limited is beneficially owned and controlled by Tencent, a Cayman Islands company listed on the Main Board of the Stock Exchange of Hong Kong.
(18) The mailing address of IonQ, Inc. is 3755 Monte Villa Parkway, Bothell, WA 98021.
(19) After the Closing, Dell International L.L.C. (“Dell International”) will own such shares directly. Dell International is a wholly-owned subsidiary of Dell Technologies Inc. (“Dell”). Dell may be deemed to be the indirect beneficial owner of such shares. The mailing address of each of Dell International and Dell is One Dell Way, Round Rock, Texas 78682.
298
Table of Contents
CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS
Horizon
Except as disclosed below, since January 1, 2022, there have been no transactions, nor any currently proposed transactions or loans, to which Horizon was a participant or will be a participant, which are material to Horizon, with any (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, Horizon; (b) Horizon’s associates; (c) individuals owning, directly or indirectly, an interest in the voting power of Horizon that gives them significant influence over Horizon, and close members of any such individual’s family; (d) key management personnel and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.
Post-Business Combination Arrangements
In connection with the Business Combination Agreement, certain agreements were entered into on September 9, 2025 or will be entered into at the closing of the Business Combination. The agreements described in this section, or forms of such agreements as they will be in effect substantially concurrently with the completion of the Business Combination, are filed as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified by reference thereto. These agreements include:
• Horizon Support Agreement (see the section entitled “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Horizon Support Agreement”);
• DMY Support Agreement (see the section entitled “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — DMY Support Agreement”);
• Registration Rights Agreement (see the section entitled “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Registration Rights Agreement”);
• Lock-Up Agreement (see the section entitled “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Lock-Up Agreement”); and
• Employment Agreements with Dr. Joseph Francis Fitzsimons and Gregory Gould (see the section entitled “Management of Holdco After the Business Combination”).
DMY
Founder Shares
On March 16, 2022, the Sponsor purchased an aggregate 2,875,000 Founder Shares for a total price of $25,000, or approximately $0.009 per share. On September 8, 2022, the Sponsor surrendered to us 718,750 Founder Shares for no consideration, resulting in the Sponsor owning 2,156,250 Founder Shares and increasing the approximate price paid per Founder Share to $0.012. On September 29, 2022, the Sponsor surrendered to DMY an additional 431,250 Founder Shares for no consideration, resulting in the Sponsor owning 1,725,000 Founder Shares and increasing the approximate price paid per Founder Share to $0.015. The Sponsor forfeited an additional 145,250 Founder Shares on October 11, 2022, following the underwriter’s partial exercise and partial waiver of its over-allotment option, resulting in the Sponsor holding 1,579,750 Founder Shares. Prior to the initial investment in DMY of $25,000 by the Sponsor, DMY had no assets, tangible or intangible.
On September 15, 2025, the Sponsor distributed 416,266 Founder Shares to one of its members, pro rata, for no consideration. Such shares were then converted on a one-for-one basis into DMY Class A Shares and donated to charity. Such distribution and donation were permitted transfers pursuant to the terms of the Letter Agreement and the Sponsor Support Agreement.
Private Placement Warrants
The Sponsor purchased an aggregate of 2,884,660 DMY Private Warrants at a price of $1.00 per DMY Private Warrant, or $2,884,660 in the aggregate, in a private placement that closed simultaneously with the closing of DMY’s IPO. Each DMY Private Warrant entitles the holder to purchase one DMY Class A Share at $11.50 per share. The DMY
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Private Warrants (including the DMY Class A Shares issuable upon exercise of the DMY Private Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of DMY’s initial business combination.
Overfunding Loan
Substantially concurrently with the closing of the DMY IPO, the Sponsor extended an Initial Overfunding Loan to DMY in an aggregate amount of $900,000, equal to $0.15 per DMY Unit, generating proceeds to DMY of $900,000. On October 11, 2022, simultaneously with the sale of additional DMY Units in the underwriters’ partial exercise of their over-allotment option, the Sponsor extended an additional Overfunding Loan to DMY in an aggregate amount of $47,850, equal to $0.15 per DMY Unit, generating proceeds to DMY of $47,850. As a result, DMY entered into a promissory note, dated October 11, 2022, issued to the Sponsor. The Overfunding Loans will be repaid upon the closing of our initial business combination or converted into DMY Class A Shares at a conversion price of $10.00 per share (or any combination thereof) at the Sponsor’s discretion. The Overfunding Loans were extended in order to ensure that the amount in the Trust Account is $10.15 per Public Share. If DMY does not complete an initial business combination, DMY will not repay the Overfunding Loans from amounts held in the Trust Account, and its proceeds will be distributed to Public Shareholders; however, DMY may repay the Overfunding Loans if there are funds available outside the Trust Account to do so.
Administrative Services Agreement
DMY currently utilizes office space at 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144 from the Sponsor. Subsequent to the closing of the DMY IPO, DMY agreed to pay Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of DMY’s management team. Upon completion of DMY’s initial business combination or its liquidation, DMY will cease paying these monthly fees.
Contributions
In connection with the Contribution and advances the Sponsor may make in the future to DMY for working capital expenses, on January 2, 2024, DMY issued a convertible promissory note to Harry L. You, Chairman, Chief Executive Officer and Chief Financial Officer of DMY and an affiliate of the Sponsor, with a principal amount up to $1.75 million. The Extension Note bears no interest and is repayable on the earlier of: (i) the date on which DMY consummates an initial business combination and (ii) the liquidation date. If DMY does not consummate a business combination before the end of the Combination Period, the Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of DMY’s initial business combination, up to $1,500,000 of the outstanding principal of the Extension Note may be converted into warrants, at a price of $1.00 per warrant, at the option of Mr. You.
Working Capital Loans
In addition, in order to finance transaction costs in connection with an intended initial business, the Sponsor or an affiliate of the Sponsor or certain of DMY’s officers and directors may, but are not obligated to, loan DMY funds as may be required on a non-interest basis. If DMY completes an initial business combination, DMY would repay such loaned amounts. In the event that the initial business combination does not close, DMY may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the DMY Private Warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of DMY’s initial business combination, DMY does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as DMY does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account.
Any of the foregoing payments to the Sponsor, repayments of loans from the Sponsor or repayments of working capital loans prior to DMY’s initial business combination will be made using funds held outside the Trust Account.
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After DMY’s initial business combination, members of DMY’s management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
Agreements Related to the Business Combination
DMY Support Agreement
In connection with the execution of the Business Combination Agreement, on September 9, 2025, the Sponsor, entered into the DMY Support Agreement with DMY, Holdco, and Horizon pursuant to which the Sponsor has agreed (and each other Holder of Founder Shares has agreed) (i) to vote, at any meeting of the shareholders of DMY, and in any action by written consent of the shareholders of DMY, all DMY Class A Shares and DMY Class B Shares in favor of the Business Combination Agreement and each other proposal presented by DMY in this proxy statement/prospectus, and against certain competing proposals or competing transactions, and in favor of any proposal sought by DMY to extend the deadline by which DMY must consummate its initial business combination, (ii) to certain non-solicitation limitations with respect to certain competing transactions, (iii) to irrevocably waive, to the fullest extent permitted by law and the DMY Articles, the anti-dilution provisions of the DMY Articles that would have DMY Class B Shares convert to DMY Class A Shares at a ratio of greater than one-for-one, and (iv) to refrain from selling, assigning or transferring any DMY Common Stock except to certain permitted transferees, until the earliest of (A) the effective time of the SPAC Merger, (B) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (C) the liquidation of DMY, (D) the written agreement of each of the terminating Holders of Founder Shares, DMY and Horizon with respect to terminating the rights and obligations under the DMY Support Agreement of a specific Holder of Founder Shares or a subset of Holders of Founder Shares and (E) the written agreement of all Holders of Founder Shares, DMY and Horizon to terminate the DMY Support Agreement in its entirety. Pursuant to the DMY Support Agreement, the Holders of Founder Shares agreed to comply with their non-redemption obligations as specified in the Insider Letter they entered into with DMY in connection with DMY’s IPO.
No consideration has been or will be paid by DMY, Horizon, or Holdco to the Sponsor and other Holders of Founder Shares in connection with such agreements. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — DMY Support Agreement.”
Horizon Support Agreement
In connection with the execution of the Business Combination Agreement, on September 9, 2025, DMY, Holdco, Horizon, and each of the Horizon Shareholders entered into the Horizon Support Agreement. Pursuant to the Horizon Support Agreement, each Horizon Shareholder (a) agreed to vote (whether pursuant to a duly convened meeting of the Horizon Shareholders or to approve by way of a written resolution of the Horizon Shareholders) all Horizon Shares owned by them in favor of approving the Business Combination Agreement, the Ancillary Agreements to which Horizon is or will be a party and the Business Combination and Horizon Preference Share Conversion, (b) agreed to vote in opposition to any Alternative Transaction and any and all other proposals, actions or agreements for the acquisition of Horizon, that would materially impede the Business Combination, or would result in any material change to the present capitalization of Horizon, any amendment to the Horizon Constitution, or Horizon’s corporate structure or business, among other things, (c) agreed that the Amalgamation, Business Combination, and the entry into the Business Combination Agreement and Ancillary Agreements constitute Affirmative Vote Items, and agreed to consent and approve them for all purposes under the existing Shareholders’ Agreement and the Horizon Constitution, and waive all rights they may have under the Shareholders’ Agreement and the Horizon Constitution in relation to the Business Combination (including to the extent any rights of first refusal, tag-along rights, pre-emptive rights or other transfer restrictions may apply), (d) agreed that the Shareholders’ Agreement shall be automatically terminated and of no further force and effect effective as of, and subject to and conditioned upon, the Closing, (e) agreed not to transfer any of its Horizon Shares except to certain permitted transferees prior to the Closing, in each case, on the terms and subject to the conditions set forth in the Horizon Support Agreements, (f) agreed not to raise any right to dissent, right to demand payment or right of appraisal under applicable law, and (g) in the case of holders of Horizon Preference
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Shares, they have notified Horizon of their election to convert all of the Horizon Preference Shares held by them into Horizon Ordinary Shares on the date that is one business day before the effective time of the Amalgamation. The form of Horizon Support Agreement is attached to the accompanying proxy statement/prospectus as Annex D.
No consideration has been or will be paid by DMY, Horizon, or Holdco to the Horizon Shareholders in connection with such agreements. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Horizon Support Agreement.”
Lock-Up Agreement
In connection with the Closing, pursuant to the Business Combination Agreement, the Lock-Up Securityholders will enter into the Lock-Up Agreement with Holdco, pursuant to which the Lock-Up Shares will be subject to lock-up during the Shares Lock-Up Period and the Holdco Warrants and underlying Holdco Ordinary Shares will be subject to lock-up during the Warrants Lock-Up Period. An aggregate of approximately 41.8 million Lock-up Shares are anticipated to be subject to such transfer restrictions, representing approximately 78.1% of the total issued and outstanding Holdco Ordinary Shares following the Business Combination, assuming the No Additional Redemptions Scenario. An aggregate of 2,884,660 Holdco Warrants, and 2,884,660 Holdco Class A Ordinary Shares issuable upon the exercise of such warrants, are anticipated to be subject to such transfer restrictions, representing approximately 47.7% of the issued and outstanding Holdco Warrants following the Business Combination. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Lock-Up Agreement.”
Registration Rights Agreement
In connection with the Closing, Holdco, the Sponsor and certain former Horizon Shareholders will enter into the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, among other things, Holdco will agree that, within 30 calendar days following the Closing Date, Holdco will file with the SEC (at Holdco’s sole cost and expense) the Resale Registration Statement, and Holdco will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no longer holds any Registrable Securities (as defined therein). Additionally, the PIPE Investors have registration rights pursuant to the terms of the PIPE Subscription Agreement.
We estimate that approximately 51.2 million Holdco Class A Ordinary Shares will be subject to registration rights pursuant to the Registration Rights Agreement and PIPE Subscription Agreements immediately following Closing, representing approximately 95.7% of the total issued and outstanding Holdco Class A Ordinary Shares following the Business Combination, assuming the No Additional Redemptions Scenario. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Registration Rights Agreement.”
Warrant Assumption Agreement
In connection with the Closing, pursuant to the Business Combination Agreement, Holdco, DMY and Continental Stock Transfer & Trust Company will enter into the Warrant Assumption Agreement. Pursuant to the Warrant Assumption Agreement, each DMY Warrant outstanding immediately prior to the effective time of the SPAC Merger will cease to be a warrant exercisable for DMY Class A Shares and will be assumed by Holdco and become a Holdco Warrant exercisable for Holdco Class A Ordinary Shares pursuant to the Warrant Assumption Agreement.
Sponsor Indemnification Agreement
In connection with the Closing, pursuant to the Business Combination Agreement, Holdco, Horizon, and Sponsor will enter into the Sponsor Indemnification Agreement whereby Holdco and Horizon will agree to indemnify, exonerate and hold harmless Sponsor and its affiliates.
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Horizon SAFE Financing
On December 18, 2025, Harry You, DMY’s Chairman, Chief Executive Officer, and Chief Financial Officer, and an affiliate of the Sponsor, entered into a SAFE with Horizon pursuant to which Mr. You invested $500,000 in Horizon. The SAFE between Horizon and Mr. You was identical to the other SAFEs entered into by Horizon and will convert into 49,783 Holdco Class A Ordinary Shares at the Closing, using an Estimated Exchange Ratio of 2.46.
Policies and Procedures for Related Persons Transactions
Effective upon the consummation of the Business Combination, our code of business conduct and ethics will require us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Holdco Board (or the audit committee). Related-party transactions are defined as transactions in which For purposes of Holdco’s code of business conduct and ethics, a “related party” means (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the company, and close members of any such individual’s family; (d) key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the company, including directors and senior management of companies and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.
A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person or a member of his or her family, receives improper personal benefits as a result of his or her position.
Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related-party transaction, including:
• the related person’s relationship to Holdco and interest in the transaction;
• the material facts of the proposed transaction, including the proposed aggregate value of the transaction;
• the impact on a director’s or a director nominee’s independence in the event the related person is a director or director nominee or an immediate family member of the director or director nominee;
• the benefits to Holdco of the proposed transaction;
• if applicable, the availability of other sources of comparable products or services; and
• an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.
Holdco’s audit committee will only approve those transactions that are in, or are not inconsistent with, Holdco’s best interests and those of Holdco’s shareholders, as Holdco’s audit committee determines in good faith. In addition, under Holdco’s code of business conduct and ethics, which will be adopted effective upon the consummation of the Business Combination, its employees, directors and director nominees will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
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COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS
This section of the proxy statement/prospectus describes the material differences between the rights of DMY Shareholders and the rights of Holdco Shareholders upon completion of the Business Combination. DMY is a Massachusetts corporation. The rights of DMY Shareholders are currently governed by the MBCA, Massachusetts law generally and the DMY Articles and DMY Bylaws. Upon completion of the Business Combination, the rights of DMY Shareholders who become shareholders of Holdco will be governed by the Singapore Companies Act and the Holdco A&R Constitution, as they will be in effect as of the Closing. The Singapore Companies Act and Singapore law generally differ in some material respects from laws generally applicable to United States corporations and their stockholders. In addition, the existing organization documents of DMY differ in certain material respects from the Holdco A&R Constitution. As a result, when you become a shareholder of Holdco, your rights will differ in some regards as compared to when you were a shareholder of DMY.
Below are summary charts outlining important similarities and differences in the corporate governance and shareholder rights associated with each of DMY and Holdco according to applicable law and the organizational documents of DMY and Holdco. This section does not include a complete description of all differences between the rights of DMY Shareholders and Holdco Shareholders following completion of the Business Combination, nor does it include a complete description of the specific rights of these shareholders. Furthermore, the identification of some of the differences in the rights of these shareholders as material is not intended to indicate that other differences do not exist.
You are urged to read carefully the relevant provisions of the MBCA and the Singapore Companies Act and the Organizational Documents of each company. This summary is qualified in its entirety by reference to the full text of DMY Articles and the Holdco A&R Constitution, attached to this proxy statement/prospectus as Annex B, as well as the corporate laws of Singapore, including the Singapore Companies Act, to understand how these laws apply to DMY and Holdco.
Comparison of Shareholder Rights Under Applicable Corporate Law
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Stockholder/Shareholder Approval of Business Combinations |
Mergers generally require approval of two-thirds of all outstanding shares entitled generally to vote on the matter unless a greater or lesser percentage is provided for in the articles of organization. Mergers in which the shares to be delivered do not exceed 20% of the acquirer’s stock of the same class or series outstanding immediately before the effectiveness of the merger do not require acquirer stockholder approval. Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s stockholders. Mergers in which the corporation survives or is the acquiring corporation in a share exchange do not require stockholder approval. |
The Singapore Companies Act mandates that specified corporate actions require approval by the shareholders in a general meeting, notably: • notwithstanding anything in the company’s constitution, directors are not permitted to carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless those proposals have been approved by shareholders in a general meeting; • the company may by special resolution resolve that it be wound up voluntarily; • subject to the constitution of each amalgamating company, an amalgamation proposal in accordance with the full amalgamation procedures under the Singapore Companies Act that do not require a court order must be approved by the shareholders of each amalgamating company via special resolution at a general meeting; and |
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• a compromise or arrangement proposed between a company and its shareholders, or any class of shareholders, must, among other things, be approved by a majority representing three-fourths in value of the shareholders or class of shareholders present and voting either in person or by proxy at the meeting ordered by the court; and • notwithstanding anything in the company’s constitution, the directors may not, without the prior approval of shareholders, issue shares, including shares being issued in connection with corporate actions. |
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Stockholder/Shareholder Votes for Routine Matters |
Generally, approval of routine corporate matters that are put to a shareholder vote require the affirmative vote of the majority of shares entitled to vote on the matter. |
Each Holdco Class A Ordinary Share is entitled to one vote per share and each Holdco Class B Ordinary Share is entitled to three votes per share. As provided in the Holdco A&R Constitution, voting at any meeting of shareholders is by way of poll. On a poll, each holder of ordinary shares who is present in person or by proxy or by attorney, or in the case of a corporation, by a representative, has one vote for every Holdco Class A Ordinary Share which he/it holds or represents and three votes for every Holdco Class B Ordinary Share which he/it holds or represents. Proxies need not be shareholders. There are no limitations imposed by the Holdco A&R Constitution on the rights of non-resident or foreign shareholders to hold or exercise voting rights on Holdco’s shares. The Singapore Companies Act provides that a shareholder is entitled to attend any general meeting and speak on any resolution put before the general meeting, and that the shareholder may vote on any resolution before a general meeting if in accordance with the Singapore Companies Act, the share confers on the shareholder a right to vote on that resolution. Unless otherwise required by law or by the Holdco A&R Constitution, voting on resolutions put forth at general meetings is by ordinary resolution, requiring an affirmative vote by shareholders of Holdco who on that date represent a simple majority of votes of all the shareholders of Holdco present in person or represented by proxy at the meeting and entitled to vote on the resolution. |
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An ordinary resolution suffices, for example, for the appointment of directors. A special resolution, which is passed by a an affirmative vote by shareholders of Holdco who on that date represent not less than three-fourths of the votes of all the shareholders of Holdco present in person or represented by proxy at the meeting and entitled to vote on the resolution, is necessary for certain matters under Singapore law, including voluntary winding up, amendments to Holdco’s constitution, a change of Holdco’s corporate name and a reduction in the share capital. A shareholder entitled to attend and vote at a meeting of the company, or at a meeting of any class of shareholders of the company, shall be entitled to appoint another person or persons, whether a shareholder of the company or not, as his proxy to attend and vote instead of the shareholder at the meeting. A proxy appointed to attend and vote instead of the shareholder shall also have the same right as the shareholder to speak at the meeting, but unless the constitution of the company otherwise provides, (i) a proxy shall not be entitled to vote except on a poll, (ii) a shareholder shall not be entitled to appoint more than two proxies to attend and vote at the same meeting and (iii) where a shareholder appoints two proxies the appointment shall be invalid unless the shareholder specifies the proportions of his or her holdings to be represented by each proxy. Notwithstanding the foregoing, a registered shareholder having a share capital who is a relevant intermediary (as defined under the Singapore Companies Act) may appoint more than two proxies in relation to a meeting to exercise all or any of his rights to attend and to speak and vote at the meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by him (which number and class of shares shall be specified). Under the Singapore Companies Act, public companies may issue non-voting shares and shares that confer special, limited or conditional voting rights, such that the holder of a share may vote on a resolution before a general meeting of the company if, in accordance with the provisions of Section 64 of the Singapore Companies Act, the share confers on the holder a right to vote on that resolution. |
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Appraisal Rights |
Generally, a shareholder of a publicly traded corporation does have appraisal rights in connection with a merger, with certain exceptions such as where marketable securities are being exchanged for cash or marketable securities. |
There are no equivalent provisions in Singapore under the Singapore Companies Act. |
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Inspection of Books and Records |
Shareholders may inspect the books and records for a proper purpose, as determined by the board of directors, and obtain a copy of the shareholder records. The request must be made in good faith and the corporation must not have determined that disclosure of such records would adversely affect the corporation. |
Under the Holdco A&R Constitution, the directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of members and no member (not being a director) or other person shall have any right of inspecting any account or book or document of the company except as conferred by statute or ordered by a court of competent jurisdiction or authorized by the directors or by a resolution of the company in general meeting. The directors shall from time to time in accordance with the Singapore Companies Act cause to be prepared and to be laid before the company in general meeting such financial statements, balance sheets, reports, statements and other documents as may be necessary. The company must hold its annual general meeting within six months from the end of its financial year (or such other period as may be permitted by the Singapore Companies Act, (where applicable) the rules and regulations of Nasdaq or the principal stock exchange or securities market on which our shares are then listed or quoted or dealt in, and/or any applicable law). Under the Singapore Companies Act, Holdco is also required to cause minutes of all proceedings of general meetings/resolutions passed by written means to be kept in minute books at the registered office or the principal place of business in Singapore of the company. Such minute books must be open to the inspection of any member of the company without charge and any member of the company is entitled to be furnished a copy of any minutes specified in a request in writing to the company (within 14 days of such request) at a charge not exceeding $1 for every page thereof. |
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Stockholder/Shareholder Lawsuits |
Shareholders may bring derivative actions against directors for breach of fiduciary duty or claims that the price paid in a merger is too low, provided that, unless otherwise consented to by the corporation, the lawsuit is brought in the Business Litigation Session of the Superior Court for Suffolk County, Massachusetts and the United States District Court for the District of Massachusetts sitting in Boston. The Business Litigation Session of the Superior Court is the sole and exclusive forum for derivative actions, claims of breach of fiduciary duty, or claims based on the MBCA, articles or bylaws. |
Standing Only registered shareholders of Holdco reflected in the register of members are recognized under Singapore law as shareholders of Holdco. As a result, only registered shareholders have legal standing to institute shareholder actions against Holdco or otherwise seek to enforce their rights as shareholders. Holders of book-entry interests in Holdco’s shares will be required to exchange their book-entry interests for certificated shares and to be registered as shareholders in Holdco’s register of members in order to institute or enforce any legal proceedings or claims against Holdco, Holdco’s directors or executive officers relating to shareholder rights. Personal Remedies in Cases of Oppression or Injustice A shareholder may apply to the court for an order under Section 216 of the Singapore Companies Act to remedy situations where (i) the company’s affairs are being conducted or other powers of the company’s directors are being exercised in a manner oppressive to, or in disregard of the interests of one or more of the shareholders or holders of debentures of the company, including the applicant; or (ii) the company has done an act, or threatens to do an act, or the shareholders or holders of debentures have passed some resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of the company’s shareholders or holders of debentures, including the applicant. Singapore courts have wide discretion as to the relief they may grant under such application, including, inter alia, directing or prohibiting any act or cancelling or varying any transaction or resolution, providing that the company be wound up or authorizing civil proceedings to be brought in the name of or on behalf of the company by such person or persons and on such terms as the Singapore court directs. Derivative Actions and Arbitrations The Singapore Companies Act has a provision which provides a mechanism enabling shareholders to apply to the court for leave to bring a derivative action or commence an arbitration on behalf of the company. |
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Applications are generally made by shareholders of the company, but courts are given the discretion to allow such persons as they deem proper to apply (e.g., beneficial owner of shares) in the appropriate circumstances. It should be noted that this provision of the Singapore Companies Act is primarily used by minority shareholders to bring an action or arbitration in the name and on behalf of the company or intervene in an action or arbitration to which the company is a party for the purpose of prosecuting, defending or discontinuing the action on behalf of the company. Prior to commencing a derivative action or arbitration, the court must be satisfied that (i) 14 days’ notice has been given to the directors of the company of the party’s intention to commence such derivative action or arbitration if the directors of the company do not bring, diligently prosecute or defend or discontinue the action or arbitration, (ii) the party is acting in good faith and (iii) it appears to be prima facie in the interests of the company that the action be brought, prosecuted, defended or discontinued. |
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Class Actions The concept of class action suits in the U.S., which allows individual shareholders to bring an action seeking to represent a class or classes of shareholders, does not exist in Singapore. However, it is possible as a matter of procedure for a number of shareholders to lead an action and establish liability on behalf of themselves and other shareholders who join in or who are made parties to the action. These shareholders are commonly known as “representative plaintiffs.” |
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Fiduciary Duties of Directors |
Directors must discharge duties: (i) in good faith, (ii) with the care a person in a similar position reasonably believes is appropriate under similar circumstances. (ii) in a manner that the directors reasonably believe to be in the corporation’s best interests (the directors owe these duties to the corporation). Directors may consider the interests of the corporation’s employees, suppliers, creditors and customers, the economy, community and societal considerations, and long-term and short-term interests. |
Under Singapore law, members of the board of directors of a Singapore company owe certain fiduciary duties towards the company, including a duty to act in good faith and in the interests of the company. The directors also have a duty to act honestly and to use reasonable diligence in the discharge of their duties. Such duties are governed by statute and common law. Directors generally owe fiduciary duties to the company, and not to the company’s individual shareholders. A director is not permitted to place himself in a situation where his interests conflict with his duty and breaches of these duties may lead to criminal or civil liabilities. |
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Indemnification of Directors and Officers |
A corporation is generally permitted to indemnify its directors and officers acting in good faith. |
Under Section 172 of the Singapore Companies Act, any provision (whether in the constitution, contract with the company or otherwise) which purports to exempt or provides an indemnity for exempting or indemnifying the officers of a company (including directors) against any liability which by law would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to a company will be void. However, a company is not prohibited from: (a) as provided in Section 172A of the Singapore Companies Act, purchasing and maintaining for an officer of the company insurance against any such liability incurred by him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company; or (b) as provided in Section 172B of the Singapore Companies Act, indemnifying an officer of a company against liability incurred by an officer to a person other than the company, except when the indemnity is against (i) any liability of the officer to pay a fine in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance of any requirement of a regulatory nature (howsoever arising); or (ii) any liability incurred by the officer (A) in defending criminal proceedings in which he or she is convicted; (B) in defending civil proceedings brought by the company or a related company in which judgment is given against him or her; or (C) in connection with an application for relief under Section 76A(13) or Section 391 of the Singapore Companies Act in which the Singapore courts refuses to grant him or her relief. The Holdco A&R Constitution provides that, subject to the provisions of and so far as may be permitted by the Singapore Companies Act and every other legislation for the time being in force concerning companies and affecting the company, every director or other officer of the company shall be entitled to be indemnified by the company against all costs, charges, losses, expenses and liabilities incurred or to be incurred by him in the execution and discharge of his duties or in relation thereto. Without prejudice to the generality of the foregoing, no director or other officer of the company shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense |
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Massachusetts |
Singapore |
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happening to the company through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of the company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his or her office or in relation thereto unless the same shall happen through his or her own negligence, willful default, breach of duty or breach of trust. Under the Singapore Companies Act, “officer” in relation to a corporation includes (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation, (b) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument, and (c) any liquidator of a company appointed in a voluntary winding up, but does not include any receiver who is not also a manager, any receiver and manager appointed by the Singapore court, any liquidator appointed by the Singapore court or by the creditors, or a judicial manager appointed under Part 7 of the Singapore Insolvency, Restructuring and Dissolution Act 2018. In cases where an officer is sued by the company, the Singapore Companies Act gives the court the power to relieve officers either wholly or partially from the consequences of their negligence, default, breach of duty or breach of trust. In order for relief to be obtained, it must be shown that (i) the officer acted reasonably and honestly; and (ii) it is fair, having regard to all the circumstances of the case including those connected with such officer’s appointment, to excuse the officer. However, Singapore case law has indicated that such relief will not be granted to an officer who has benefited as a result of his or her breach of trust. |
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Limited Liability of Directors |
A director is not liable for any action taken as a director, or failure to take any action, so long as he or she acted in good faith, with the care that a person in a like position would reasonably believe appropriate under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. The MBCA permits limiting or eliminating the monetary liability of a director to a corporation or its shareholders, except with regard to breaches of duty of loyalty, acts taken in bad faith, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. |
Under Section 172 of the Singapore Companies Act, any provision (whether in the constitution, contract with the company or otherwise) which purports to exempt or provides an indemnity for exempting or indemnifying the officers of a company (including directors) against any liability which by law would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to a company will be void. However, a company is not prohibited from: (a) as provided in Section 172A of the Singapore Companies Act, purchasing and maintaining for any director insurance against any such liability incurred by him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company; or (b) as provided in Section 172B of the Singapore Companies Act, indemnifying a director against liability incurred by an officer to a person other than the company, except when the indemnity is against (i) any liability of the officer to pay a fine in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance of any requirement of a regulatory nature (howsoever arising); or (ii) any liability incurred by the officer (A) in defending criminal proceedings in which he or she is convicted; (B) in defending civil proceedings brought by the company or a related company in which judgment is given against him or her; or (C) in connection with an application for relief under Section 76A(13) or Section 391 of the Singapore Companies Act in which the Singapore courts refuses to grant him or her relief. The Holdco A&R Constitution provides that, subject to the provisions of and so far as may be permitted by the Singapore Companies Act and every other legislation for the time being in force concerning companies and affecting the company, every director or other officer of the company shall be entitled to be indemnified by the company against all costs, charges, losses, expenses and liabilities incurred or to be incurred by him in the execution and discharge of his duties or in relation thereto. Without prejudice to the generality of the foregoing, no director or |
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other officer of the company shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to the company through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of the company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his or her office or in relation thereto unless the same shall happen through his or her own negligence, willful default, breach of duty or breach of trust. Under the Singapore Companies Act, “officer” in relation to a corporation includes (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation, (b) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument, and (c) any liquidator of a company appointed in a voluntary winding up, but does not include any receiver who is not also a manager, any receiver and manager appointed by the Singapore court, any liquidator appointed by the Singapore court or by the creditors, or a judicial manager appointed under Part 7 of the Singapore Insolvency, Restructuring and Dissolution Act 2018. |
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Comparison of Shareholder Rights Under the Applicable Organizational Documents
When the Business Combination is completed, the rights of Holdco’s shareholders will be governed by Singapore law, including the Singapore Companies Act, rather than by the laws of the Commonwealth of Massachusetts. Certain differences exist between the MBCA and the Singapore Companies Act that will alter certain of the rights of shareholders and affect the powers of the Holdco Board and management following the Merger.
Shareholders should consider the following summary comparison of the DMY Articles, on the one hand, and the Holdco A&R Charter, on the other. This comparison is not intended to be complete and is qualified in its entirety by reference to the DMY Articles and the Holdco A&R Charter.
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Existing DMY Articles |
Holdco A&R Charter |
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Authorized Shares |
41,000,000 shares, consisting of (a) 40,000,000 shares of common stock, including (i) 35,000,000 DMY Class A Shares and (ii) 5,000,000 DMY Class B Shares, and (b) 1,000,000 shares of preferred stock. |
Upon the closing of the Business Combination, Holdco’s share capital shall include two classes of ordinary shares (Holdco Class A Ordinary Shares and Holdco Class B Ordinary Shares) of no par value as there is no concept of authorized share capital under Singapore Law. Upon the closing of the Business Combination, assuming the No Additional Redemptions Scenario, the aggregate share capital of Holdco will be 33,569,327 Holdco Class A Ordinary Shares and 19,953,321 Holdco Class B Ordinary Shares. |
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Voting |
Holders of record of DMY Class A Shares and DMY Class B Shares are entitled to one vote per share held on all matters to be voted on by DMY shareholders; except that any amendment, repeal or alteration of the DMY Articles that would alter or change the powers, preference or relative, participating, option or other or special rights of the DMY Class B Shares require the approval of a majority of the DMY Class B Shares then outstanding. |
Each Holdco Class A Ordinary Share is entitled to one vote per share and each Holdco Class B Ordinary Share is entitled to three votes per share. As provided in the Holdco A&R Constitution and the Singapore Companies Act, voting at any meeting of shareholders is by poll. Proxies need not be shareholders. There are no limitations imposed by the Holdco A&R Constitution on the rights of non-resident or foreign shareholders to hold or exercise voting rights on Holdco’s shares. |
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The Singapore Companies Act provides that a shareholder is entitled to attend any general meeting and speak on any resolution put before the general meeting, and that the shareholder may vote on any resolution before a general meeting if in accordance with the Singapore Companies Act, the share confers on the shareholder a right to vote on that resolution. Unless otherwise required by law or by the Holdco A&R Constitution, voting on resolutions put forth at general meetings is by ordinary resolution, requiring an affirmative vote by shareholders of Holdco who on that date represent a simple majority of votes of all the shareholders of Holdco present in person or represented by proxy at the meeting and entitled to vote on the resolution. |
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Existing DMY Articles |
Holdco A&R Charter |
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An ordinary resolution suffices, for example, for the appointment of directors. A special resolution, which is passed by a an affirmative vote by shareholders of Holdco who on that date represent not less than three-fourths of votes of all the shareholders of Holdco present in person or represented by proxy at the meeting and entitled to vote on the resolution, is necessary for certain matters under Singapore law, including voluntary winding up, amendments to Holdco’s constitution, a change of Holdco’s corporate name and a reduction in the share capital. A shareholder entitled to attend and vote at a meeting of the company, or at a meeting of any class of shareholders of the company, shall be entitled to appoint another person or persons, whether a shareholder of the company or not, as his proxy to attend and vote instead of the shareholder at the meeting. A proxy appointed to attend and vote instead of the shareholder shall also have the same right as the shareholder to speak at the meeting, but unless the constitution of the company otherwise provides, (i) a proxy shall not be entitled to vote except on a poll, (ii) a shareholder shall not be entitled to appoint more than two proxies to attend and vote at the same meeting and (iii) where a shareholder appoints two proxies the appointment shall be invalid unless the shareholder specifies the proportions of his or her holdings to be represented by each proxy. Notwithstanding the foregoing, a registered shareholder having a share capital who is a relevant intermediary (as defined under the Singapore Companies Act) may appoint more than two proxies in relation to a meeting to exercise all or any of his rights to attend and to speak and vote at the meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by him (which number and class of shares shall be specified). |
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Existing DMY Articles |
Holdco A&R Charter |
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Under the Singapore Companies Act, public companies may issue non-voting shares and shares that confer special, limited or conditional voting rights, such that the holder of a share may vote on a resolution before a general meeting of the company if, in accordance with the provisions of Section 64 of the Singapore Companies Act, the share confers on the holder a right to vote on that resolution. |
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Authorize the Company to Make Issuances of Preferred Stock Without Stockholder Consent |
The DMY Articles authorize the DMY Board to provide for the issuance of shares of preferred stock in such class or series as may be determined by the DMY Board without further shareholder approval. |
The Holdco A&R Constitution provides that, subject to the Singapore Companies Act, every other legislation for the time being in force concerning companies and affecting the company and its constitution, the directors may, subject to prior approval of the company in general meeting, allot and issue shares or grant options over or otherwise deal with or dispose of the same to such persons on such terms and conditions and for such consideration (if any) and at such time and subject or not to the payment of any part of the amount (if any) thereof in cash as the directors may think fit. Such approval, if granted, will lapse at the earlier of the conclusion of the next annual general meeting or the expiration of the period within which the next annual general meeting is required by law to be held (i.e., within six months after the end of each fiscal year). However, any approval may be revoked or varied by Holdco in a general meeting. |
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Any such shares may be issued with such preferred, deferred or other special, limited or conditional rights, or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise, or which do not confer voting rights as the directors may think fit. Preference shares may be issued which are or at the option of Holdco are liable to be redeemed, the terms and manner of redemption being determined by the directors. |
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Existing DMY Articles |
Holdco A&R Charter |
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Moreover under the Singapore Companies Act, Holdco may issue preference shares or convert any issued shares into preference shares only if there are set out in the Holdco A&R Constitution the rights of the holders of those shares with respect to repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting and priority of payment of capital and dividends in relation to other shares or other classes of preference shares. |
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Shareholder/Stockholder Written Consent in Lieu of a Meeting |
Any action required or permitted to be taken at any meeting of shareholders may be taken without a meeting by shareholders having not less than the minimum number of votes necessary to take the action at a meeting at which all shareholders entitled to vote on the action are present and voting. Such action shall be evidenced by a consent or consents in writing, setting forth the action so taken, which shall be (i) signed and delivered to the secretary and not revoked by shareholders having the requisite votes, and (ii) filed with the records of the meetings of shareholders. |
Subject to the Singapore Companies Act and every other Singapore statute for the time being in force affecting Holdco, under the Holdco A&R Constitution, whenever Holdco’s share capital is divided into different classes of shares, the special rights attached to any class may be varied or abrogated either with the consent in writing of the holders of three quarters of the voting rights of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst Holdco is a going concern or during or in contemplation of a winding up. To every such separate general meeting, (i) the necessary quorum shall be two persons (unless all the shares of the class are held by one person whereupon the necessary quorum shall be one person) at least holding or representing by proxy or attorney at least one-third of the voting rights of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll, but where the necessary majority for such a special resolution is not obtained at such general meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned within two months of such general meeting shall be as valid and effectual as a special resolution carried at such general meeting; and (ii) where all the issued shares of the class are held by one person, the necessary quorum shall be one person and such holder of shares of the class present in person or by proxy or by attorney may demand a poll. |
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Existing DMY Articles |
Holdco A&R Charter |
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Save for the foregoing, the Holdco A&R Constitution does not provide for shareholders to approve resolutions by written means. |
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Classified Board |
DMY’s board is currently divided into three classes: Class I, Class II and Class III, with each director serving for a term ending on the third annual meeting of shareholders following the annual meeting of shareholders at which such director was elected. |
The Holdco A&R Constitution does not provide for a classified board. |
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Corporate Name |
The exact name of the corporation is “dMY Squared Technology Group, Inc.” |
The Holdco A&R Constitution provides that the name of the corporation is “Horizon Quantum Holdings Ltd.” |
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Perpetual Existence |
The corporation has perpetual existence. |
Holdco has perpetual existence. The Holdco A&R Constitution does not include the provisions under Article IV Section F of the DMY Articles which relate to DMY’s status as a special purpose acquisition company. |
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Takeovers by Interested Stockholders |
Chapter 110F of the Massachusetts General Laws generally provides that, if a person acquires 5% or more of the stock of a Massachusetts corporation without the approval of the board of directors of that corporation, such person may not engage in certain transactions with the corporation for a period of three years following the time that person becomes a 5% shareholder, with certain exceptions. |
Under the Singapore Take-over Code, if, in the course of an offer, or even before the date of the announcement of the offer, the board of the offeree company has reason to believe that a bona fide offer is imminent, the board must not, except pursuant to a contract entered into earlier, take any action, without the approval of shareholders at a general meeting, on the affairs of the offeree company that could effectively result in any bona fide offer being frustrated or the shareholders being denied an opportunity to decide on its merits. |
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Provisions Related to Status as Blank Check Company |
Upon consummation of DMY’s initial business combination, the DMY Articles provide holders of Public Shares with the opportunity to redeem their Public Shares at a per-share price, payable in cash equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net taxes paid or payable, if any), divided by the number of then issued Public Shares. |
Not applicable. The Holdco A&R Constitution does not include the provisions under Article IV Section F of the DMY Articles which relate to DMY’s status as a special purpose acquisition company. |
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Existing DMY Articles |
Holdco A&R Charter |
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If DMY seeks to amend any provision of the DMY Articles that would modify the substance or timing of DMY’s obligation to redeem 100% of the Public Shares or with respect to other material provisions of the Articles relating to shareholders’ rights or pre-initial business combination activity, DMY must provide the Public Shareholders with the opportunity to redeem their Public Shares in connection with such vote. After consummation of the initial business combination, holders of Public Shares are not entitled to redemption rights with respect to their shares. In the event that DMY has not completed its initial business combination within the Combination Period, it shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to DMY to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the DMY Board in accordance with applicable law, dissolve and liquidate, subject in each case to DMY’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law. |
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DESCRIPTION OF HOLDCO SECURITIES
This section of the proxy statement/prospectus includes a description of the material terms of the Holdco A&R Constitution, the Assumed Warrant Agreement, and of applicable Singapore law as they will be in effect upon Closing of the Business Combination. The following description is intended as a summary only and does not constitute legal advice regarding those matters and should not be regarded as such. Unless stated otherwise, this description does not address any (proposed) provisions of Singapore law that have not become effective as per the date of this proxy statement/prospectus. The description is qualified in its entirety by reference to the complete text of the Holdco A&R Constitution, the form of which is attached as Annex B to this proxy statement/prospectus, and the Holdco Assumed Warrant Agreement, the form of which is attached as Annex G to this proxy statement/prospectus. We urge you to read the full text of the Holdco A&R Constitution and Holdco Assumed Warrant Agreement.
General
Upon the consummation of the Business Combination, Holdco’s issued and outstanding share capital will consist of Holdco Class A Ordinary Shares and Holdco Class B Ordinary Shares. As of January 28, 2026, there are no Holdco Class A Ordinary Shares and one Holdco Class B Ordinary Share in Holdco issued and outstanding. Each shareholder shall have one vote for every Holdco Class A Ordinary Share of which he is the holder and three votes for every Holdco Class B Ordinary share of which he is the holder. There is no concept of authorized share capital under Singapore law. Under the Singapore Companies Act, there is no limit to the number of new shares that may be issued, but new shares may be issued only with the prior approval of Holdco’s shareholders in a general meeting.
Holdco Class B Ordinary Shares may be issued only to, and registered in the name of the Horizon Founder, or any Permitted Entity, being defined as (a) corporation in which the Horizon Founder directly, or indirectly through one or more Permitted Entities, owns shares with sufficient voting control in the corporation, or otherwise has legally enforceable rights, such that the Horizon Founder retains sole and exclusive voting control with respect to the Holdco Class B Ordinary Shares held by such corporation; (b) a partnership in which the Horizon Founder directly, or indirectly through one or more Permitted Entities, owns partnership interests with sufficient voting control in the partnership, or otherwise has legally enforceable rights, such that the Horizon Founder retains sole and exclusive voting control with respect to the Holdco Class B Ordinary Shares held by such partnership; or (c) a limited liability company in which the Horizon Founder directly, or indirectly through one or more Permitted Entities, owns membership or limited liability company interests with sufficient voting control in the limited liability company, or otherwise has legally enforceable rights, such that the Horizon Founder retains sole and exclusive voting control with respect to the Holdco Class B Ordinary Shares held by such limited liability company, in each case so long as the transfer of Holdco Class B Ordinary Shares to such entity does not involve any direct or indirect payment of cash, securities, property or other consideration (other than an interest in such entity) to the Horizon Founder.
For the purposes of this section, references to “shareholders” mean those shareholders whose names and number of shares are entered in Holdco’s register of members. Only persons who are registered in Holdco’s register of members are recognized under Singapore law as Holdco’s shareholders. As a result, only registered shareholders have legal standing under Singapore law to institute shareholder actions against Holdco or otherwise seek to enforce their rights as shareholders. Holdco’s branch register of members is maintained by Holdco’s transfer agent.
Objects of Holdco
Under the Singapore Companies Act and the Holdco A&R Constitution, subject to the provisions of the Singapore Companies Act and any other written law and the Holdco A&R Constitution, Holdco has full capacity to carry on or undertake any business or activity, do any act or enter into any transaction, and for the purposes of the foregoing, full rights, powers and privileges.
Ordinary Shares
The Holdco Ordinary Shares have no par value as there is no concept of authorized share capital under Singapore law. All shares presently issued are fully paid. Although Singapore law does not recognize the concept of “non-assessability” with respect to newly issued shares, Holdco notes that any subscriber of Holdco Ordinary Shares who has fully paid up all amounts due with respect to such ordinary shares will not be subject under Singapore law to any personal liability to contribute to Holdco’s assets or liabilities in such subscriber’s capacity solely as a holder of such ordinary shares, except in very limited and exceptional circumstances where Singapore courts may consider
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it fit to “lift the corporate veil.” Holdco believes this interpretation is substantively consistent with the concept of “non-assessability” under most, if not all, U.S. state corporations laws. Holdco cannot, except in the circumstances permitted by the Singapore Companies Act, grant any financial assistance for the acquisition or proposed acquisition of Holdco’s own ordinary shares. Except as described in “— Singapore Code on Take-overs and Mergers” and “— Voting Rights,” there are no limitations in the Holdco’s Constitution or Singapore law on the rights of shareholders not resident in Singapore to hold or vote in respect of Holdco Ordinary Shares.
Voting Rights
Each Holdco Class A Ordinary Share is entitled to one vote per share and each Holdco Class B Ordinary Share is entitled to three votes per share. Voting at any meeting of shareholders is by poll. On a poll, each holder of Holdco Class A Ordinary Shares who is present in person or by proxy or by attorney or in the case of a corporation, by a representative, has one vote for each Holdco Class A Ordinary Share which he holds or represents, while each holder of Holdco Class B Ordinary Shares who is present in person or by proxy or by attorney or in the case of a corporation, by a representative, has three votes for each Class B Ordinary Share which he holds or represents. Proxies need not be shareholders. There are no limitations imposed by the Holdco A&R Constitution on the rights of non-resident or foreign shareholders to hold or exercise voting rights on Holdco’s shares. In addition, there are no provisions in the Holdco A&R Constitution governing the ownership threshold above which shareholder ownership must be disclosed.
Only those shareholders who are registered in Holdco’s register of members will be entitled to vote at any meeting of shareholders in person or by proxy or by attorney or, in the case of a corporation, by a representative. Therefore, since the Holdco ordinary shares are expected to be held through the Depositary Trust Company (“DTC”) or its nominee, DTC or its nominee will grant an omnibus proxy to DTC participants holding Holdco Ordinary Shares in book-entry form through a broker, bank, nominee, or other institution that is a direct or indirect participant of DTC. Such shareholders will have the right to instruct their broker, bank, nominee or other institution holding these ordinary shares on how to vote such ordinary shares by completing the voting instruction form provided by the applicable broker, bank, nominee, or other institution. Holdco’s vote will be voted by the chairman of the meeting according to the results of the votes of the DTC participants (which results will reflect the instructions received from shareholders that own Holdco Ordinary Shares electronically in book-entry form through DTC).
Dividends
Holdco may, by ordinary resolution, declare dividends at a general meeting of Holdco’s shareholders, but no dividend shall be payable except out of Holdco’s profits, and the amount of any such dividend shall not exceed the amount recommended by the Holdco Board. Subject to the Holdco A&R Constitution and in accordance with the Singapore Companies Act, the Holdco Board may, without the approval of Holdco’s shareholders, declare and pay interim dividends, but any final dividends the board declares must be approved by an ordinary resolution at a general meeting of Holdco’s shareholders. Holdco currently has not adopted a dividend policy with respect to future dividends and Holdco does not have any present plan to pay any cash dividends on Holdco Ordinary Shares in the foreseeable future after consummation of the Business Combination.
Capitalization and Other Rights
The Holdco Board may, with the approval of Holdco’s shareholders at a general meeting, capitalize any reserves or profits and distribute them as shares, credited as paid-up, to Holdco’s shareholders in proportion to their shareholdings in accordance with the Holdco A&R Constitution.
Variation of Rights
Subject to the Singapore Companies Act and every other Singapore statute for the time being in force affecting Holdco, under the Holdco A&R Constitution, whenever Holdco’s share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated either with the consent in writing of the holders of three-quarters of the voting rights of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst Holdco is a going concern or during or in contemplation of a winding-up. To every such separate general meeting, (i) the necessary quorum shall be two persons (unless all the shares of the class are held by one person whereupon no quorum is applicable) at least holding or representing by proxy or attorney at least one-third
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of the voting rights of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll, and on a poll shall, in the case of any holder of ordinary shares, have one vote for every share of the class held by him, provided always that where the necessary majority for such a special resolution is not obtained at such general meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned within two months of such general meeting shall be as valid and effectual as a special resolution carried at such general meeting; and (ii) where all the issued shares of the class are held by one person, the necessary quorum shall be one person and such holder of shares of the class present in person or by proxy or by attorney may demand a poll.
Issuances of New Shares
Under the Singapore Companies Act, new shares may be issued only with the prior approval of Holdco’s shareholders in a general meeting. General approval may be sought from Holdco’s shareholders in a general meeting for the issuance of shares. Such approval, if granted, will lapse at the earlier of the conclusion of the next annual general meeting or the expiration of the period within which the next annual general meeting is required by law to be held (i.e., within six months after the end of each fiscal year). However, any approval may be revoked or varied by Holdco in a general meeting.
For the issuance of new shares for the proposed sale to the public, Holdco’s shareholders will provide such general authority to issue new ordinary shares as required by the Singapore Companies Act.
Subject to this and the provisions of the Singapore Companies Act and the Holdco A&R Constitution, Holdco’s board of directors may allot, issue or grant options over or otherwise dispose of new ordinary shares to such persons on such terms and conditions and with the rights and restrictions as they may think fit to impose. Such rights are subject to any condition attached to such issue and the regulations of any stock exchange on which Holdco Ordinary Shares are listed, as well as U.S. federal and blue sky securities laws applicable to such issue.
Conversion of Class B Shares
Under the Holdco A&R Constitution, each Holdco Class B Ordinary Share shall be convertible into one Holdco Class A Ordinary Share (“Conversion Ratio”) at any time at the option of the holder of that Holdco Class B Ordinary Share.
Under the Holdco A&R Constitution, subject to the Singapore Companies Act, on the date of any sale, assignment, transfer, conveyance, pledge, hypothecation or other transfer or disposition of Holdco Class B Ordinary Shares or any legal or beneficial interest in such shares (“Transfer”), whether or not for value, by the initial registered holder thereof, unless provided otherwise in the Holdco A&R Constitution, the Holdco Class B Ordinary Shares held by the holder as registered on the register of members of Holdco shall be automatically converted to Holdco Class A Ordinary Shares at the Conversion Ratio, effective immediately upon such Transfer (“Automatic Conversion Date”), and the person entitled to receive the Holdco Class A Ordinary Shares upon such conversion shall be treated for all purposes as the record holder of such Holdco Class A Ordinary Shares on such date. Notwithstanding anything in the Holdco A&R Constitution, any holder of Holdco Class B Ordinary Shares may charge his, her or its Holdco Class B Ordinary Shares to a chargee pursuant to a bona fide charge of Holdco Class B Ordinary Shares as collateral security for indebtedness due to the chargee so long as the Holdco Class B Ordinary Shares are not transferred to or registered in the name of the chargee. In the event of any charge of the Holdco Class B Ordinary Shares meeting these requirements, the charged shares will not be converted automatically into Holdco Class A Ordinary Shares. If the charged Holdco Class B Ordinary Shares become subject to any foreclosure, realisation or other similar action by the chargee, they will be converted automatically into Holdco Class A Ordinary Shares upon the occurrence of that action.
Subject to compliance with the Singapore Companies Act, each Holdco Class B Ordinary Share shall be automatically converted to Holdco Class A Ordinary Shares at the Conversion Ratio without further action by the Holdco or the holder thereof upon the earliest to occur of the following:
(a) 5:00 p.m., Singapore time, on the first day following the date on which the Horizon Founder is no longer serving as a director or officer of Holdco;
(b) the death or Incapacity of the Horizon Founder; and
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(c) such time as the number of outstanding Holdco Class B Ordinary Shares is less than 50% the total number of outstanding Holdco Class B Ordinary Shares as of immediately following the completion of the amalgamation between the Horizon and Merger Sub 1, as equitably adjusted for share splits, reverse share splits, share dividends, reorganizations, consolidations, exchanges of shares or other like changes or transactions with respect to the Holdco Ordinary shares.
The Conversion Ratio may be adjusted by the directors of Holdco as necessary from time to time in order to account for any subdivision (by share split, subdivision, exchange, capitalization, rights issue, reclassification, recapitalization or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the Holdco Class A Ordinary Shares in issue into a greater or lesser number of shares without there being a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the Holdco Class B Ordinary Shares in issue.
Preference Shares
Under the Singapore Companies Act, different classes of shares in a public company may be issued only if (a) the issue of the class or classes of shares is provided for in the constitution of the public company and (b) the constitution of the public company sets out in respect of each class of shares the rights attached to that class of shares. The Holdco A&R Constitution provides that it may issue shares of a different class with preferred, deferred or other special, limited or conditional rights, or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise, or which do not confer voting rights as the Holdco Board may determine from time to time provided that it is approved by ordinary resolution, or if required by the statutes, special resolution at a general meeting of its shareholder.
Holdco may, subject to the Singapore Companies Act and the prior approval in a general meeting of its shareholders, issue preference shares that are, at its option, subject to redemption provided that such preference shares may not be redeemed out of the capital of Holdco unless:
• all the directors have made a solvency statement in relation to such redemption; and
• Holdco has lodged a copy of the solvency statement with the Accounting and Corporate Regulatory Authority of Singapore.
Further, the shares must be fully paid-up before they are redeemed.
The issuance of preference shares could have the effect of decreasing the trading price of Holdco Ordinary Shares, restricting dividends on Holdco Ordinary Shares, diluting the voting power of Holdco Ordinary Shares, impairing the liquidation rights of Holdco Ordinary Shares, or delaying or preventing a change in control of Holdco.
Calls on Shares
Under the Holdco A&R Constitution, the Holdco Board may from time to time, as they think fit, make calls upon the shareholders in respect of any moneys unpaid on their shares or on any class of their shares and not by the conditions of the issue and allotment thereof made payable at fixed times; and each shareholder shall (subject to his having been given at least 14 days’ notice specifying the time or times and place of payment) pay to Holdco at the time or times and place so specified the amount called on his shares. A call may be made payable by instalments. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be revoked or postponed as the directors may determine.
Register of Members
Only persons who are registered in Holdco’s register of members are recognized under Singapore law as Holdco’s shareholders with legal standing under Singapore law to institute shareholder actions against Holdco or otherwise seek to enforce their rights as shareholders. Holdco will not, except as required by applicable law, recognize any equitable, contingent, future or partial interest in any ordinary share or other rights for any ordinary share other than the absolute right thereto of the registered holder of that ordinary share. Holdco may close its register of members for any time or times, provided that its register of members may not be closed for more than 30 days in the aggregate in any calendar year and prior notice of closure, stating the period and purpose(s) for which the closure is made, is given to the shareholders. Holdco typically will close its register of members to determine shareholders’ entitlement to receive dividends and other distributions.
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The Holdco Ordinary Shares to be issued to DMY Shareholders and Horizon Shareholders in connection with the Business Combination are expected to be held through DTC. Accordingly, DTC or its nominee, Cede & Co., will be the shareholder of record registered in Holdco’s register of members. The holders of Holdco Ordinary Shares held in book-entry interests through DTC or its nominee may become registered shareholders by exchanging their interest in Holdco Ordinary Shares for certificated ordinary shares and being registered in Holdco’s register of members in respect of such ordinary shares. The procedures by which a holder of book-entry interests held through DTC or its nominee may exchange such interests for certificated ordinary shares are determined by DTC and Holdco’s transfer agent, in accordance with their internal policies and guidelines regulating the withdrawal and exchange of book-entry interests for certificated ordinary shares, and following such an exchange, Holdco’s transfer agent will perform the procedures to register the ordinary shares in the register.
Under the Singapore Companies Act, if (a) the name of any person is without sufficient cause entered in or omitted from the register of members; or (b) default is made or unnecessary delay takes place in entering in the register of members the fact of any person having ceased to be a member, the person aggrieved or any member of the public company or the company itself, may apply to the Singapore courts for rectification of the register of members. The Singapore courts may refuse the application or may order rectification of the register of members and payment by the company of any damages sustained by any party to the application. The Singapore courts will not entertain any application for the rectification of a register of members in respect of an entry which was made in the register of members more than 30 years before the date of the application.
Singapore Code on Take-overs and Mergers
The Singapore Take-Over Code regulates, among other things, the acquisition of voting shares of Singapore-incorporated public companies with net tangible assets of S$5.0 million or more. Any person acquiring, whether by a series of transactions over a period of time or not, either on his or her own or together with parties acting in concert with such person, 30% or more of the voting rights in Holdco or any person holding, either on his or her own or together with parties acting in concert with such person, between 30% and 50% (both amounts inclusive) of the voting rights in Holdco, and if such person (or parties acting in concert with him) acquires, either on his or her own or together with parties acting in concert with such person, additional voting shares representing more than 1% of the voting rights in Holdco in any six-month period, must, except with the consent of the SIC, extend a mandatory take-over offer for all the remaining voting shares in accordance with the provisions of the Singapore Take-Over Code. Responsibility for ensuring compliance with the Singapore Take-Over Code rests with parties (including company directors) to a take-over or merger and their advisors.
Under the Singapore Take-Over Code, “parties acting in concert” comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), cooperate, through the acquisition by any of them of shares in a company, to obtain or consolidate effective control of that company. Certain persons are presumed (unless the presumption is rebutted) to be acting in concert with each other. They are as follows:
• a company and its parent company, subsidiaries or fellow subsidiaries (together, the related companies), the associated companies of any of the company and its related companies, companies whose associated companies include any of these foregoing companies and any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the foregoing for the purchase of voting rights;
• a company with any of its directors (together with their close relatives, related trusts and companies controlled by any of the directors, their close relatives and related trusts);
• a company with any of its pension funds and employee share schemes;
• a person with any investment company, unit trust or other fund whose investment such person manages on a discretionary basis but only in respect of the investment account which such person manages;
• a financial or other professional adviser, including a stockbroker, with its customers in respect of the shareholdings of the adviser and persons controlling, controlled by or under the same control as the adviser;
• directors of a company (together with their close relatives, related trusts and companies controlled by any of such directors, their close relatives and related trusts) which is subject to an offer or where the directors have reason to believe a bona fide offer for the company may be imminent;
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• partners; and
• an individual and (i) such person’s close relatives, (ii) such person’s related trusts, (iii) any person who is accustomed to act in accordance with such person’s instructions, (iv) companies controlled by the individual, such person’s close relatives, such person’s related trusts or any person who is accustomed to act in accordance with such person’s instructions and (v) any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the foregoing for the purchase of voting rights.
Subject to certain exceptions, a mandatory offer must be in cash or be accompanied by a cash alternative at not less than the highest price paid by the offeror or parties acting in concert with the offeror for voting rights of the offeree company during the offer period and within the six months prior to its commencement.
Under the Singapore Take-Over Code, where effective control of a company is acquired or consolidated by a person, or persons acting in concert, a general offer to all other shareholders is normally required. In the case where Holdco has more than one class of equity share capital, a comparable take-over offer must be made for each class of shares in accordance with the Singapore Take-Over Code and the SIC should be consulted in advance in such cases. In addition, an offeror must treat all shareholders of the same class in an offeree company equally. A fundamental requirement is that shareholders in the company subject to the take-over offer must be given sufficient information, advice and time to enable them to reach an informed decision on the offer. These legal requirements may impede or delay a takeover of Holdco by a third-party.
Holdco has submitted an application to the SIC for a waiver from the Singapore Take-Over Code so that the Singapore Take-Over Code will not apply to Holdco for so long as Holdco is not listed on a securities exchange in Singapore. Holdco will make an appropriate announcement when the result of the application is known.
Election and Re-election of Directors
Holdco may, by ordinary resolution, remove any director before the expiration of his or her period of office, notwithstanding anything in the Holdco A&R Constitution or in any agreement between Holdco and such director. Holdco may also, by an ordinary resolution, appoint another person in place of a director removed from office pursuant to the foregoing.
The Holdco A&R Constitution provides that its shareholders by ordinary resolution, or its board of directors shall have the power, at any time and from time to time, to appoint any person to be a director either to fill a casual vacancy or as an additional director, provided that the total number of directors shall not at any time be lower than the minimum number or exceed the maximum number (if any) fixed by the Holdco A&R Constitution.
General Meetings of Holdco’s Shareholders
Under the Singapore Companies Act, Holdco is required to hold an annual general meeting of shareholders within six months from the end of its fiscal year. The directors may convene an extraordinary general meeting whenever they think fit and they must do so upon the requisition of shareholders representing not less than 10% of the total number of paid-up shares as of the date of deposit of the requisition carrying the right to vote at a general meeting. In addition, two or more shareholders holding not less than 10% of Holdco’s total number of issued shares (excluding treasury shares) may call a meeting of Holdco’s shareholders.
The Singapore Companies Act provides that a shareholder is entitled to attend any general meeting and speak and vote on any resolution put before the general meeting. Unless otherwise required by law or by Holdco’s constitution, voting on resolutions put forth at general meetings is by ordinary resolution, passed by a simple majority of the voting rights of the shareholders present in person or represented by proxy at the meeting and entitled to vote on the resolution. An ordinary resolution suffices, for example, for the appointment of directors. A special resolution, which is passed by not less than three-fourths of the voting rights of the shareholders present in person or represented by proxy at the meeting and entitled to vote on the resolution, is necessary for certain matters under Singapore law, including voluntary winding-up, amendments to Holdco’s constitution, a change of Holdco’s corporate name and a reduction in the share capital.
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Holdco must give at least 21 days’ notice in writing for every general meeting convened for the purpose of passing a special resolution. General meetings convened for the purpose of passing ordinary resolutions generally require at least 14 days’ notice in writing.
Minority Rights
The rights of minority shareholders of Singapore companies are protected under Section 216 of the Singapore Companies Act, which gives the Singapore courts a general power to make any order, upon application by any shareholder of a company, as they think fit to remedy any of the following situations:
• the affairs of a company are being conducted or the powers of the board of directors are being exercised in a manner oppressive to, or in disregard of the interests of, one or more of the shareholders, including the applicant; or
• a company takes an action, or threatens to take an action, or the shareholders pass a resolution, or propose to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of the shareholders, including the applicant.
Singapore courts have a wide discretion as to the remedies they may grant and the remedies listed in the Singapore Companies Act itself are not exclusive. If the Singapore courts are of the opinion that, upon an application under Section 216 of the Singapore Companies Act, either of the grounds set out above is established, the Singapore courts may, with a view to bringing to an end or remedying the matters complained of, make such order as it thinks fit and, without prejudice to the generality of the foregoing, the order may:
• direct or prohibit any act or cancel or modify any transaction or resolution;
• regulate the conduct of the affairs of the company in the future;
• authorize civil proceedings to be brought in the name of, or on behalf of, the company by a person or persons and on such terms as the court may direct;
• provide for the purchase of shares of the company by the other shareholders of the company or by the company itself and, in the case of a purchase of shares by the company, a corresponding reduction of its share capital; or
• provide that the company be wound up.
In addition, Section 216A of the Singapore Companies Act allows a complainant (including a minority shareholder) to apply to the Singapore courts for leave to bring an action in a court proceeding or arbitration in the name and on behalf of the company or intervene in an action in a court proceeding or arbitration to which a company is a party for the purpose of prosecuting, defending or discontinuing the action or arbitration on behalf of a company.
Liquidation or Other Return of Capital
On a winding-up or other return of capital, subject to any special rights attaching to any other class of shares, holders of ordinary shares will be entitled to participate in any surplus assets in proportion to their shareholdings.
Limitation of Liability of Directors and Officers
Under Section 172 of the Singapore Companies Act, any provision (whether in the constitution, a contract with the company or otherwise) that purports to exempt or provides an indemnity for officers of a company (including directors) to any extent from or against any liability that would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. However, a company is not prohibited from: (a) in the case of providing an indemnity (to any extent) for an officer of a company (including directors) against any liability that would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to the company, purchasing and maintaining for any director and officer of the company insurance against any such liability; or (b) indemnifying the individual against liability incurred by him or her to a person other than the company except when the indemnity is against any liability (i) of the officer of the company to pay a fine in criminal proceedings, (ii) of the officer of the company to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirements of a regulatory nature
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(howsoever arising), (iii) incurred by the officer of the company in defending criminal proceedings in which he or she is convicted, (iv) incurred by the officer of the company in defending civil proceedings brought by the company or a related company in which judgment is given against him or her, or (v) incurred by the individual in connection with an application for relief under Section 76A(13) or Section 391 of the Singapore Companies Act in which the court refuses to grant him or her relief.
Subject to the Singapore Companies Act and every other Singapore statute for the time being in force and affecting Holdco, Holdco’s constitution provides that each of its directors and other officers shall be entitled to be indemnified by Holdco against all costs, charges, losses, expenses and liabilities incurred or to be incurred by him in the execution and discharge of his duties or in relation thereto.
Subject to the Singapore Companies Act and every other Singapore statute for the time being in force and affecting Holdco, Holdco may indemnify its directors and officers against costs, charges, fees and other expenses that may be incurred by any of them in defending any proceedings (whether civil or criminal) relating to anything done or omitted or alleged to be done or omitted by such person acting in his or her capacity as a director, officer or employee of Holdco, in which judgment is given in his or her favor, or in which he or she is acquitted or in which the courts have granted relief pursuant to the provisions of the Singapore Companies Act or other applicable statutes, provided that such indemnity shall not extend to any liability which by law would otherwise attach to him or her in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to Holdco, or which would otherwise result in such indemnity being void under applicable Singapore laws.
No director or officer of Holdco shall be liable for any acts, omissions, neglects, defaults or other conduct of any other director or officer, and to the extent permitted by Singapore law, Holdco shall contribute to the amount paid or payable by a director or officer in such proportion as is appropriate to reflect the relative fault of such director or officer, taking into consideration any other relevant equitable considerations, including acts of other directors or officers and Holdco, and the relative fault of such parties in respect thereof.
In addition, subject to the Singapore Companies Act and every other Singapore statute for the time being in force and affecting Holdco, no director (including managing director) or other officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense incurred by Holdco, through the insufficiency or deficiency of title to any property acquired by order of the directors for Holdco or for the insufficiency or deficiency of any security upon which any of Holdco’s moneys are invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects are deposited, or any other loss, damage or misfortune which happens in the execution of his or her duties, unless the same happens through his or her own negligence, default, breach of duty or breach of trust.
Holdco Warrants
Public Warrants
Each whole warrant entitles the registered holder to purchase Holdco Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion the Business Combination, provided in each case that we have an effective registration statement under the Securities Act covering the Holdco Class A Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Holdco Class A Ordinary Shares. This means that, once the warrants become exercisable, only a whole warrant may be exercised at any given time by a warrant holder. The warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any Holdco Class A Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Holdco Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue Holdco Class A Ordinary Shares upon exercise of a warrant unless
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the Holdco Class A Ordinary Shares issuable upon such warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant.
We have agreed that as soon as practicable, but in no event later than fifteen business days after the closing of the Business Combination, we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Holdco Class A Ordinary Shares issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Holdco Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the sixtieth business day after the closing of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if Holdco Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Holdco Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Holdco Class A Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Holdco Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Holdco Class A Ordinary Shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.
Redemption of warrants when the price per Holdco Class A Ordinary Share equals or exceeds $18.00. Once the warrants become exercisable, we may redeem the outstanding warrants:
• in whole and not in part;
• at a price of $0.01 per warrant;
• upon a minimum of 30 days; prior written notice of redemption to each warrant holder; and
• if, and only if, the last reported sales price of the Holdco Class A Ordinary Shares or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders.
We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Holdco Class A Ordinary Shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Holdco Class A Ordinary Shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Holdco Class A Ordinary Shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) as well as the $11.50 warrant exercise price after the redemption notice is issued.
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Redemption of warrants when the price per Holdco Class A Ordinary Share equals or exceeds $10.00. Once the warrants become exercisable, we may redeem the outstanding warrants:
• in whole and not in part;
• at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of Holdco Class A Ordinary Shares except as otherwise described below;
• upon a minimum of 30 days; prior written notice of redemption to each warrant holder; and
• if, and only if, the last reported sales price of the Holdco Class A Ordinary Shares or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders.
Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of Holdco Class A Ordinary Shares that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of Holdco Class A Ordinary Shares on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of Holdco Class A Ordinary Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.
The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.
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|
Redemption Date (period to |
≤10.00 |
11.00 |
12.00 |
13.00 |
14.00 |
15.00 |
16.00 |
17.00 |
≥18.00 |
|||||||||
|
60 months |
0.261 |
0.281 |
0.297 |
0.311 |
0.324 |
0.337 |
0.348 |
0.358 |
0.361 |
|||||||||
|
57 months |
0.257 |
0.277 |
0.294 |
0.310 |
0.324 |
0.337 |
0.348 |
0.358 |
0.361 |
|||||||||
|
54 months |
0.252 |
0.272 |
0.291 |
0.307 |
0.322 |
0.335 |
0.347 |
0.357 |
0.361 |
|||||||||
|
51 months |
0.246 |
0.268 |
0.287 |
0.304 |
0.320 |
0.333 |
0.346 |
0.357 |
0.361 |
|||||||||
|
48 months |
0.241 |
0.263 |
0.283 |
0.301 |
0.317 |
0.332 |
0.344 |
0.356 |
0.361 |
|||||||||
|
45 months |
0.235 |
0.258 |
0.279 |
0.298 |
0.315 |
0.330 |
0.343 |
0.356 |
0.361 |
|||||||||
|
42 months |
0.228 |
0.252 |
0.274 |
0.294 |
0.312 |
0.328 |
0.342 |
0.355 |
0.361 |
|||||||||
|
39 months |
0.221 |
0.246 |
0.269 |
0.290 |
0.309 |
0.325 |
0.340 |
0.354 |
0.361 |
|||||||||
|
36 months |
0.213 |
0.239 |
0.263 |
0.285 |
0.305 |
0.323 |
0.339 |
0.353 |
0.361 |
|||||||||
|
33 months |
0.205 |
0.232 |
0.257 |
0.280 |
0.301 |
0.320 |
0.337 |
0.352 |
0.361 |
|||||||||
|
30 months |
0.196 |
0.224 |
0.250 |
0.274 |
0.297 |
0.316 |
0.335 |
0.351 |
0.361 |
|||||||||
|
27 months |
0.185 |
0.214 |
0.242 |
0.268 |
0.291 |
0.313 |
0.332 |
0.350 |
0.361 |
|||||||||
|
24 months |
0.173 |
0.204 |
0.233 |
0.260 |
0.285 |
0.308 |
0.329 |
0.348 |
0.361 |
|||||||||
|
21 months |
0.161 |
0.193 |
0.223 |
0.252 |
0.279 |
0.304 |
0.326 |
0.347 |
0.361 |
|||||||||
|
18 months |
0.146 |
0.179 |
0.211 |
0.242 |
0.271 |
0.298 |
0.322 |
0.345 |
0.361 |
|||||||||
|
15 months |
0.130 |
0.164 |
0.197 |
0.230 |
0.262 |
0.291 |
0.317 |
0.342 |
0.361 |
|||||||||
|
12 months |
0.111 |
0.146 |
0.181 |
0.216 |
0.250 |
0.282 |
0.312 |
0.339 |
0.361 |
|||||||||
|
9 months |
0.090 |
0.125 |
0.162 |
0.199 |
0.237 |
0.272 |
0.305 |
0.336 |
0.361 |
|||||||||
|
6 months |
0.065 |
0.099 |
0.137 |
0.178 |
0.219 |
0.259 |
0.296 |
0.331 |
0.361 |
|||||||||
|
3 months |
0.034 |
0.065 |
0.104 |
0.150 |
0.197 |
0.243 |
0.286 |
0.326 |
0.361 |
|||||||||
|
0 months |
— |
— |
0.042 |
0.115 |
0.179 |
0.233 |
0.281 |
0.323 |
0.361 |
The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of Holdco Class A Ordinary Shares to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of Holdco Class A Ordinary Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Holdco Class A Ordinary Shares for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of Holdco Class A Ordinary Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Holdco Class A Ordinary Shares for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Holdco Class A Ordinary Shares per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Holdco Class A Ordinary Shares.
This redemption feature is structured to allow for warrants to be redeemed when the Holdco Class A Ordinary Shares are trading at or above $10.00 per share, which may be at a time when the trading price of Holdco Class A Ordinary Shares is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of warrants when the price per Holdco Class A Ordinary Share equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of September 29, 2022. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed and we will be required to pay the redemption price to warrant
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holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.
As stated above, we can redeem the warrants when the Holdco Class A Ordinary Shares are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the Holdco Class A Ordinary Shares are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Holdco Class A Ordinary Shares than they would have received if they had chosen to wait to exercise their warrants for Holdco Class A Ordinary Shares if and when such Holdco Class A Ordinary Shares were trading at a price higher than the exercise price of $11.50.
No fractional Holdco Class A Ordinary Shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Holdco Class A Ordinary Shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Holdco Class A Ordinary Shares pursuant to the warrant agreement, the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the Holdco Class A Ordinary Shares, Holdco (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon exercise of the warrants.
The redemption rights set forth above under “— Redemption of warrants when the price per Holdco Class A Ordinary Share equals or exceeds $18.00” and “— Redemption of warrants when the price per Holdco Class A Ordinary Share equals or exceeds $10.00” do not apply to the Holdco Private Warrants if, at the time of the redemption, such warrants are held by the Sponsor or certain permitted transferees. If the Holdco Private Warrants are transferred (other than to a permitted transferee), then we may redeem the Holdco Private Warrants on the same terms as the Holdco Public Warrants.
Maximum Percentage
A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Holdco Class A Ordinary Shares outstanding immediately after giving effect to such exercise.
Anti-Dilution Adjustments
If the number of outstanding Holdco Class A Ordinary Shares is increased by a capitalization or share dividend payable in Holdco Class A Ordinary Shares, or by a split-up of ordinary shares or other similar event, then, on the effective date of such capitalization or share dividend, split-up or similar event, the number of Holdco Class A Ordinary Shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Holdco Class A Ordinary Shares at a price less than the “historical fair market value” (as defined below) will be deemed a share dividend of a number of Holdco Class A Ordinary Shares equal to the product of (i) the number of Holdco Class A Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Holdco Class A Ordinary Shares) and (ii) one minus the quotient of (x) the price per Holdco Class A Ordinary Share paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for Holdco Class A Ordinary Shares, in determining the price payable for Holdco Class A Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of Holdco Class A Ordinary Shares as reported during the 10 trading day period ending on the trading day prior to the first date on which the Holdco Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
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In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the Holdco Class A Ordinary Shares on account of such Holdco Class A Ordinary Shares (or other securities into which the warrants are convertible), other than (a) as described above, or (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Holdco Class A Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of Holdco Class A Ordinary Shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Holdco Class A Ordinary Share in respect of such event.
If the number of outstanding Holdco Class A Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Holdco Class A Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Holdco Class A Ordinary Shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Holdco Class A Ordinary Shares.
Whenever the number of Holdco Class A Ordinary Shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Holdco Class A Ordinary Shares purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will be the number of Holdco Class A Ordinary Shares so purchasable immediately thereafter.
In case of any reclassification or reorganization of the outstanding Holdco Class A Ordinary Shares (other than those described above or that solely affects the par value of such Holdco Class A Ordinary Shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding Holdco Class A Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Holdco Class A Ordinary Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Holdco Class A Ordinary Shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Holdco Class A Ordinary Shares in such a transaction is payable in the form of Holdco Class A Ordinary Shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.
The warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, and that all other modifications or amendments will require the vote or written consent of the holders of at least 50% of the then outstanding Holdco Public Warrants, and, solely with respect to any amendment to the terms of the Holdco Private Warrants, a majority of the then outstanding Holdco Private Warrants. You should review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement of which this proxy statement/prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.
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The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive Holdco Class A Ordinary Shares. After the issuance of Holdco Class A Ordinary Shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.
No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Holdco Class A Ordinary Shares to be issued to the warrant holder.
Holdco Private Warrants
Except as described below, the Holdco Private Warrants have terms and provisions that are identical to those of the Holdco Public Warrants. The Holdco Private Warrants (including the Holdco Class A Ordinary Shares issuable upon exercise of the Holdco Private Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination (except pursuant to limited exceptions to our officers and directors and other persons or entities affiliated with the initial purchasers of the Holdco Private Warrants) and they will not be redeemable by us so long as they are held by our Sponsor or its permitted transferees (except as otherwise set forth herein). Our Sponsor, or its permitted transferees, has the option to exercise the Holdco Private Warrants on a cashless basis. If the Holdco Private Warrants are held by holders other than our Sponsor or its permitted transferees, the Holdco Private Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Holdco Public Warrants.
If holders of the Holdco Private Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of Holdco Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Holdco Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “Sponsor fair market value” (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. For these purposes, the “Sponsor fair market value” shall mean the average reported closing price of the Holdco Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by our Sponsor and its permitted transferees is because it is not known at this time whether they will be affiliated with us following the Business Combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike Public Shareholders who could exercise their warrants and sell the Holdco Class A Ordinary Shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.
Working Capital Warrants
In connection with the Extension, DMY issued an Extension Note to Harry You with a principal amount of $1.75 million on January 2, 2024. Up to $1,500,000 of such Extension Note may be convertible into Holdco Warrants at a price of $1.00 per warrant at the option of Mr. You. Such warrants would be identical to the Holdco Private Warrants.
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Our Transfer Agent and Warrant Agent
The transfer agent for the Holdco Class A Ordinary Shares and warrant agent for the Holdco Warrants is Continental Stock Transfer & Trust Company. Holdco will agree to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity.
Listing of Securities
Holdco has applied for listing, to be effective at Closing, of the Holdco Class A Ordinary Shares and Holdco Warrants on Nasdaq under the symbols “HQ” and “HQW”, respectively, upon the closing of the Business Combination.
It is a condition to Horizon’s and DMY’s obligations to consummate the Business Combination, and a condition to the PIPE Investors’ obligations to consummate the PIPE Investment, that the Holdco Class A Ordinary Shares are approved for listing on Nasdaq, subject only to official notice of issuance. DMY and Horizon believe that Holdco will satisfy the initial listing requirements of Nasdaq at the Closing, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination may not be consummated unless such condition is waived by Horizon and DMY, and the PIPE Investment may not be consummated unless such condition is waived by the PIPE Investors. The Stock Exchange listing condition may be waived by Horizon and DMY, with respect to the Business Combination, and by the PIPE Investors, with respect to the PIPE Investment, at any time prior to the Closing, including after the deadline for submitting redemption requests or the Special Meeting. If Horizon and DMY, on the one hand, and/or the PIPE Investors, on the other hand, waive such condition, DMY intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the Special Meeting. It is important for you to consider that, at the time of the deadline for submitting redemption requests or the Special Meeting, Holdco may not have received from Nasdaq either confirmation of the listing of the Holdco Class A Ordinary Shares and Holdco Warrants or confirmation that approval will be obtained prior to the consummation of the Business Combination, and you will not be notified prior to the deadline for submitting redemption requests or the Special Meeting if Holdco has not yet received such approval or confirmation. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without knowing whether the Holdco Class A Ordinary Shares and Holdco Warrants will be listed on Nasdaq or another securities exchange and, further, it is possible that such listing may never be achieved and the Business Combination could still be consummated if such condition is waived.
Registration Rights
At the Closing, Holdco will enter into the Registration Rights Agreement, pursuant to which, among other things, the Sponsor and certain Horizon Shareholders will have specified rights to require Holdco to register all or a portion of their Holdco Class A Ordinary Shares and Holdco Warrants under the Securities Act and provide customary demand as well as piggyback registration rights. See the section entitled “The Business Combination — Ancillary Agreements.” The PIPE Investors also have registration rights pursuant to the terms of the Subscription Agreements. For information regarding registration rights of certain securities of Holdco, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Registration Rights Agreement.”
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PLAN OF DISTRIBUTION OF HOLDCO PUBLIC WARRANTS AND UNDERLYING HOLDCO CLASS A ORDINARY SHARES
This proxy statement/prospectus registers the issuance by Holdco of the Holdco Public Warrants to the holders of DMY Public Warrants pursuant to the Business Combination Agreement. It also registers the issuance by Holdco of the Holdco Class A Ordinary Shares issuable upon the exercise of such Holdco Public Warrants. Holdco will not receive any proceeds from any such offer or sale by the holders, but will receive proceeds to the extent that the Holdco Public Warrants are exercised for cash.
Once issued, holders of Holdco Public Warrants may, from time to time, sell, transfer, distribute, or otherwise dispose of any or all of the Holdco Public Warrants and/or the underlying Holdco Class A Ordinary Shares on any stock exchange, market, or trading facility on which the Holdco Warrants or Holdco Class A Ordinary Shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. Such holders will act independently of us in making decisions with respect to the timing, manner, and size of each sale.
Such holders may use any one or more of the following methods when disposing of their securities or interests therein:
• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
• one or more underwritten offerings;
• block trades in which the broker-dealer will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
• purchases by a broker-dealer as principal and resale by the broker-dealer for its accounts;
• an exchange distribution in accordance with the rules of the applicable exchange;
• privately negotiated transactions;
• distributions to their members, partners, or stockholders;
• short sales effected after the date of the registration statement of which this prospectus forms a part is declared effective by the SEC;
• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
• in market transactions, including transactions on a national securities exchange or quotations service or over-the-counter market;
• directly to one or more purchasers;
• through agents;
• broker-dealers who may agree with the selling securityholders to sell a specified number of such securities at a stipulated price per share or warrant; or
• a combination of any such methods of sale.
In addition, a holder of Holdco Public Warrants or underlying Holdco Class A Ordinary Shares that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.
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To the extent required, the Holdco Public Warrants and/or underlying Holdco Class A Ordinary Shares to be sold, the names of the selling holders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In connection with the sale of Holdco Public Warrants and/or underlying Holdco Class A Ordinary Shares, the holder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Holdco Public Warrants and/or underlying Holdco Class A Ordinary Shares in the course of hedging the positions they assume. The holders may also sell the Holdco Public Warrants and/or underlying Holdco Class A Ordinary Shares short and deliver these securities to close out their short positions, or loan or pledge the Holdco Public Warrants and/or underlying Holdco Class A Ordinary Shares to broker-dealers that in turn may sell these shares. The holders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
In offering the securities covered by this prospectus, holders of Holdco Public Warrants and underlying Holdco Class A Ordinary Shares and any underwriters, broker-dealers or agents who execute sales for them may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. Any discounts, commissions, concessions or profit they earn on any resale of those securities may be underwriting discounts and commissions under the Securities Act. To the extent applicable, we will make copies of this proxy statement/prospectus (as it may be supplemented or amended from time to time) available to such holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.
In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the holders of the Holdco Public Warrants and underlying Holdco Class A Ordinary Shares and their affiliates. The holders of Holdco Public Warrants and underlying Holdco Class A Ordinary Shares may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
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APPRAISAL RIGHTS
Neither DMY shareholders nor DMY warrant holders have appraisal rights in connection with the business combination.
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FUTURE SHAREHOLDER PROPOSALS AND NOMINATIONS
In addition to any other requirements under applicable law and the Holdco A&R Constitution, Holdco must give at least 21 clear days’ notice in writing for every general meeting convened for the purpose of passing a special resolution. General meetings convened for the purpose of passing ordinary resolutions generally require at least 14 clear days’ notice in writing. The notice of general meeting must specify the place the day and the hour of meeting and in case of special business the general nature of that business, and shall be given to such persons as are entitled to receive such notices from the company. All business other than routine business to be transacted shall be considered special business and any notice of meeting called to consider special business shall specify the general nature of the special business, and if any resolution is to be proposed as a special resolution or as requiring special notice, the notice shall contain a statement to that effect and shall be accompanied by a statement regarding the effect of any proposed resolution on Holdco in respect of such special business.
The Holdco A&R Constitution provides that its shareholders by ordinary resolution may appoint any person to be a director either to fill a casual vacancy or as an additional director, provided that the total number of directors shall not at any time be lower than the minimum number or exceed the maximum number (if any) fixed by or in accordance with the Holdco A&R Constitution, as the case may be. In accordance with the Holdco A&R Constitution, the Holdco Board may also at any time and from time to time appoint any person to be a director either to fill a casual vacancy or as an additional director, but any person so appointed by the Holdco Board shall hold office only until Holdco’s next annual general meeting and shall then be eligible for re-election at such meeting. In the case of a public company, the Singapore Companies Act further provides that the appointment of directors at a general meeting must generally be voted on individually. A motion for the appointment of two or more persons as directors by a single resolution shall not be made unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it. A resolution passed in pursuance of a motion made in contravention of this shall be void, whether or not its being so moved was objected to at the time.
According to the Singapore Companies Act, directors of a public company may be removed before expiration of their term of office with or without cause by ordinary resolution (i.e., a resolution requiring the affirmative vote of a simple majority of votes of those shareholders present and voting in person or by proxy) notwithstanding anything in its constitution or in any agreement between the public company and such directors. Notice of the intention to move such a resolution has to be given to the company not less than 28 days before the meeting at which it is moved. The company shall then give notice of such resolution to its shareholders at the same time and in the same manner as it gives notice of the meeting, or if that is not practicable, not less than 14 days before the meeting. Where any director removed in this manner was appointed to represent the interests of any particular class of shareholders or debenture holders, the resolution to remove such director will not take effect until such director’s successor has been appointed. The Holdco A&R Constitution similarly provides that, subject to the provisions of the constitution and any requirements of the Singapore Companies Act, Holdco may by ordinary resolution of which special notice has been given, remove any director before the expiration of his period in office and appoint another person in place of the director so removed.
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SHAREHOLDER COMMUNICATIONS
Shareholders and interested parties may communicate with the DMY Board, any committee chairperson or the non-management directors as a group by writing to the DMY Board or committee chairperson in care of DMY Squared Technology Group, Inc., 80 North Town Center Drive, Suite 100, Las Vegas, NV 89144. Following the Closing, such communications should be sent to Horizon Quantum Holdings Ltd., 29 Media Cir. #05-22, Singapore, 138565. Each communication will be forwarded, depending on the subject matter, to the Holdco Board, the appropriate committee chairperson or the Holdco Secretary.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS
Pursuant to the rules of the SEC, DMY and services that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of each of DMY’s annual report to shareholders and DMY’s proxy statement. Upon written or oral request, DMY will deliver a separate copy of the annual report to shareholders and/or proxy statement to any shareholder at a shared address to which a single copy of each document was delivered and who wishes to receive separate copies of such documents. Shareholders receiving multiple copies of such documents may likewise request that DMY deliver single copies of such documents in the future. Shareholders receiving multiple copies of such documents may request that DMY deliver single copies of such documents in the future. Shareholders may notify DMY of their requests by writing DMY at its principal executive offices at 80 North Town Center Drive, Suite 100, Las Vegas, NV 89144.
LEGAL MATTERS
Rajah & Tann Singapore LLP will pass upon the validity of the ordinary shares of Holdco to be issued in connection with the Business Combination, and Ellenoff Grossman & Schole LLP will pass upon the validity of the warrants of Holdco to be issued in connection with the Business Combination.
OTHER MATTERS
As of the date of this proxy statement/prospectus, the DMY Board does not know of any matters that will be presented for consideration at the Special Meeting other than as described in this proxy statement/prospectus. If any other matters properly come before the Special Meeting, or any adjournment or postponement thereof, and are voted upon, the enclosed proxy will be deemed to confer discretionary authority on the individuals that it names as proxies to vote the shares represented by the proxy as to any of these matters.
EXPERTS
The financial statements of dMY Squared Technology Group, Inc. as of December 31, 2024 and 2023 and the related statements of operations, changes in shareholders’ deficit and cash flows for the years then ended, have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set forth in their report thereon (which contains an emphasis of a matter relating to corporate and income tax withdrawals from the Trust Account as described in Note 1 to the financial statements, an emphasis of a matter relating to restatement of unaudited interim condensed financial statements as discussed in Note 2 to the financial statements, and an explanatory paragraph relating to substantial doubt about the ability of DMY to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in this proxy statement/prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The financial statements of Horizon Quantum Computing Pte. Ltd. as of December 31, 2024 and 2023, and for each of the two years in the period ended December 31, 2024, included in this proxy statement/prospectus, have been audited by PKF Littlejohn LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.
The financial statements of Horizon Quantum Holdings Pte. Ltd. (formerly known as Rose Holdco Pte. Ltd.) as of August 31, 2025, included in this proxy statement/prospectus, have been audited by PKF Littlejohn LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.
339
Table of Contents
HOUSEHOLDING INFORMATION
Unless DMY has received contrary instructions, DMY may send a single copy of this proxy statement/prospectus to any household at which two or more shareholders reside if DMY believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce DMY’s expenses. However, if shareholders prefer to receive multiple sets of DMY’s disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of DMY’s disclosure documents, the shareholders should follow these instructions:
• if the shares are registered in the name of the shareholder, the shareholder should contact DMY at the following address:
dMY Squared Technology Group, Inc.
80 North Town Center Drive, Suite 100
Las Vegas, NV 89144
• if a broker, bank or nominee holds the shares, the shareholder should contact the broker, bank or nominee directly.
340
Table of Contents
WHERE CAN YOU FIND MORE INFORMATION
Horizon Quantum Holdings Pte. Ltd. has filed a registration statement on Form F-4 to register the issuance of securities described elsewhere in this proxy statement/prospectus. This proxy statement/prospectus is a part of that registration statement.
DMY files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on DMY at the SEC website containing reports, proxy statements and other information at: http://www.sec.gov.
Information and statements contained in this proxy statement/prospectus or any Annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other Annex filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.
All information contained in this proxy statement/prospectus relating to DMY has been supplied by DMY, and all such information relating to Horizon, Holdco, or the Merger Subs has been supplied by Horizon, respectively. Information provided by one another does not constitute any representation, estimate or projection of the other.
(1) This document is a (i) prospectus of Holdco with respect to the Holdco Ordinary Shares and Holdco Warrants to be issued to DMY Shareholders and Horizon Shareholders if the Business Combination described herein is consummated, and (ii) a proxy statement of DMY for the Special Meeting. DMY, Horizon, and Holdco have not authorized anyone to give any information or make any representation about the Business Combination, DMY, Horizon or Holdco that is different from, or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.
(2) If you would like additional copies of this proxy statement/prospectus, or if you have questions about the business combination, you should contact in writing:
dMY Squared Technology Group, Inc.
80 North Town Center Drive, Suite 100
Las Vegas, NV 89144
You may also obtain these documents by requesting them in writing or by telephone from DMY’s proxy solicitor at the following address and telephone number:
Sodali & Co.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: DMYY.info@investor.morrowsodali.com
If you are a shareholder of DMY and would like to request documents, please do so no later than five business days before the Special Meeting in order to receive them before the Special Meeting. If you request any documents from DMY, DMY will mail them to you by first class mail, or another equally prompt means. Information and statements contained in this proxy statement/prospectus or any Annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other Annex filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, which includes exhibits incorporated by reference from other documents that are not included with this proxy statement/prospectus.
341
Table of Contents
ENFORCEABILITY OF CIVIL LIABILITIES
Holdco is incorporated under the laws of the Republic of Singapore, and certain of its officers and directors are residents outside the U.S. In addition, a significant portion of its operations and business is conducted, and a substantial portion of its assets are located, outside the U.S.
Although Holdco is incorporated outside the U.S., it has agreed to accept service of process in the U.S. through Puglisi & Associates, its agent designated for that purpose, located at 850 Library Avenue, Suite 204, Newark, DE 19711. Nevertheless, since a substantial portion of the assets owned by Holdco are located outside the U.S., any judgment obtained in the U.S. against Holdco may not be collectible within the U.S.
An investor may or may not be able to commence an original action against Holdco or its directors or officers, or any person, before the courts outside the U.S. to enforce liabilities under U.S. federal securities laws, depending on the nature of the action.
There is no treaty between the U.S. and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the U.S. based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore. In making a determination as to enforceability of a foreign judgment, the Singapore courts need to be satisfied that the foreign judgment was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a fixed sum of money. In general, a foreign judgment would be enforceable in Singapore unless procured by fraud, or if the proceedings in which such judgments were obtained were not conducted in accordance with principles of natural justice, or if the enforcement thereof would be contrary to the public policy of Singapore, or if the judgment would conflict with earlier judgments from Singapore or earlier foreign judgments recognized in Singapore, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws.
Civil liability provisions of the federal and state securities law of the U.S. permit the award of punitive damages against Holdco and its directors and officers. The Singapore courts do not allow the enforcement of foreign judgments which amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. It is uncertain as to whether a judgment of the courts of the U.S. awarding such punitive damages would be regarded by the Singapore courts as being pursuant to foreign, penal, revenue or other public laws. Such determination has yet to be conclusively made by a Singapore court in a reported decision.
In addition, holders of book entry interests in Holdco Ordinary Shares will be required to be registered as shareholders in its register of members in order to have standing to bring a shareholder suit and, if successful, to enforce a foreign judgment against Holdco, its directors or its executive officers in the Singapore courts, subject to applicable Singapore laws. A holder of book entry interests in Holdco Ordinary Shares may become Holdco’s registered shareholder by exchanging its interest in Holdco Ordinary Shares for certificated ordinary shares and being registered in Holdco’s register of members. The administrative process of becoming a registered shareholder could result in delays prejudicial to any legal proceeding or enforcement action.
342
Table of Contents
INDEX TO FINANCIAL STATEMENTS
DMY SQUARED TECHNOLOGY GROUP, INC. — UNAUDITED CONDENSED FINANCIAL STATEMENTS
|
Page |
||
|
Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 |
F-2 |
|
|
Unaudited Condensed Statements of Operations for the three and nine months ended |
F-3 |
|
|
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the nine months ended September 30, 2025 and 2024 |
F-4 to F-5 |
|
|
Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 |
F-6 |
|
|
Notes to Unaudited Condensed Financial Statements |
F-7 to F-27 |
DMY SQUARED TECHNOLOGY GROUP, INC. — AUDITED FINANCIAL STATEMENTS
|
Page |
||
|
Report of Independent Registered Public Accounting Firm (PCAOB ID 100) |
F-28 |
|
|
Financial Statements as of December 31, 2024 and 2023 and for the years then ended: |
||
|
Balance Sheets |
F-30 |
|
|
Statements of Operations |
F-31 |
|
|
Statements of Changes in Shareholders’ Deficit |
F-32 |
|
|
Statements of Cash Flows |
F-33 |
|
|
Notes to Financial Statements |
F-34 to F-55 |
HORIZON QUANTUM COMPUTING PTE. LTD. — UNAUDITED CONDENSED FINANCIAL STATEMENTS
|
Page |
||
|
Unaudited Financial Statements: |
||
|
Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 |
F-56 |
|
|
Consolidated Statements of Operations as of June 30, 2025 and 2024 |
F-57 |
|
|
Consolidated Statements of Changes in Stockholder’s Equity as of June 30, 2025 and 2024 |
F-59 |
|
|
Consolidated Statements of Cash Flows as of June 30, 2025 and 2024 |
F-60 |
|
|
Notes to Financial Statements |
F-61 to F-72 |
HORIZON QUANTUM COMPUTING PTE. LTD. — AUDITED FINANCIAL STATEMENTS
|
Page |
||
|
Report of Independent Registered Public Accounting Firm |
F-73 |
|
|
Consolidated Balance Sheets as of December 31, 2024 and 2023 |
F-74 |
|
|
Consolidated Statements of Operations as of December 31, 2024 and 2023 |
F-75 |
|
|
Consolidated Statements of Changes in Stockholder’s Equity as of December 31, 2024 and 2023 |
F-77 |
|
|
Consolidated Statements of Cash Flows as of December 31, 2024 and 2023 |
F-78 |
|
|
Notes to Financial Statements |
F-79 to F-90 |
HORIZON QUANTUM HOLDINGS PTE. LTD. (FORMERLY KNOWN AS ROSE HOLDCO PTE. LTD.) — AUDITED FINANCIAL STATEMENTS
|
Page |
||
|
Report of Independent Registered Public Accounting Firm |
F-91 |
|
|
Balance Sheet as of August 31, 2025 |
F-92 |
|
|
Statements of Operations for the period August 26, 2025 (inception) to August 31, 2025 |
F-93 |
|
|
Statements of Changes in Stockholder’s Deficit for the period August 26, 2025 (inception) to August 31, 2025 |
F-94 |
|
|
Statements of Cash Flows as of August 31, 2025 |
F-95 |
|
|
Notes to Financial Statements |
F-96 to F-98 |
F-1
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
CONDENSED BALANCE SHEETS
|
September 30, |
December 31, |
|||||||
|
(unaudited) |
||||||||
|
Assets: |
|
|
|
|
||||
|
Current assets: |
|
|
|
|
||||
|
Cash |
$ |
349 |
|
$ |
309,399 |
|
||
|
Prepaid expenses |
|
75,850 |
|
|
133,023 |
|
||
|
Total current assets |
|
76,199 |
|
|
442,422 |
|
||
|
Cash and Investments held in Trust Account |
|
27,106,899 |
|
|
25,587,986 |
|
||
|
Total Assets |
$ |
27,183,098 |
|
$ |
26,030,408 |
|
||
|
|
|
|
|
|||||
|
Liabilities and Shareholders’ Deficit: |
|
|
|
|
||||
|
Current liabilities: |
|
|
|
|
||||
|
Accounts payable |
$ |
509,072 |
|
$ |
486,018 |
|
||
|
Accrued expenses |
|
3,335,336 |
|
|
777,616 |
|
||
|
Convertible note – related parties |
|
1,091,667 |
|
|
641,667 |
|
||
|
Advances from related parties |
|
1,484,454 |
|
|
389,871 |
|
||
|
Excise tax payable |
|
548,016 |
|
|
— |
|
||
|
Corporate tax payable |
|
— |
|
|
180,115 |
|
||
|
Income tax payable |
|
— |
|
|
303,913 |
|
||
|
Total current liabilities |
|
6,968,545 |
|
|
2,779,200 |
|
||
|
Overfunding loans |
|
947,850 |
|
|
947,850 |
|
||
|
Derivative warrant liabilities |
|
10,698,170 |
|
|
1,450,600 |
|
||
|
Deferred underwriting commissions |
|
2,211,650 |
|
|
2,211,650 |
|
||
|
Total Liabilities |
|
20,826,215 |
|
|
7,389,300 |
|
||
|
|
|
|
|
|||||
|
Commitments and Contingencies |
|
|
|
|
||||
|
Class A common stock, $0.0001 par value; 35,000,000 shares authorized; 2,338,586 shares subject to possible redemption at approximately $11.55 and $10.90 per share as of September 30, 2025 and December 31, 2024, respectively |
|
27,006,899 |
|
|
25,487,987 |
|
||
|
|
|
|
|
|||||
|
Shareholders’ Deficit: |
|
|
|
|
||||
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2025 and December 31, 2024 |
|
— |
|
|
— |
|
||
|
Class A common stock, $0.0001 par value; 35,000,000 shares authorized; no non-redeemable shares issued or outstanding as of September 30, 2025 and December 31, 2024 |
|
— |
|
|
— |
|
||
|
Class B common stock, $0.0001 par value; 5,000,000 shares authorized; 1,579,750 shares issued and outstanding as of September 30, 2025 and December 31, 2024 |
|
158 |
|
|
158 |
|
||
|
Additional paid-in capital |
|
— |
|
|
— |
|
||
|
Accumulated deficit |
|
(20,650,174 |
) |
|
(6,847,037 |
) |
||
|
Total shareholders’ deficit |
|
(20,650,016 |
) |
|
(6,846,879 |
) |
||
|
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Shareholders’ Deficit |
$ |
27,183,098 |
|
$ |
26,030,408 |
|
||
The accompanying notes are an integral part of these unaudited condensed financial statements.
F-2
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
|
For the three months ended |
For the nine months ended |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
General and administrative expenses |
$ |
1,961,956 |
|
$ |
184,903 |
|
$ |
3,232,917 |
|
$ |
792,683 |
|
||||
|
Corporate tax expenses (benefits) |
|
25,900 |
|
|
102,870 |
|
|
22,630 |
|
|
370,081 |
|
||||
|
Loss from operations |
|
(1,987,856 |
) |
|
(287,773 |
) |
|
(3,255,547 |
) |
|
(1,162,764 |
) |
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Other income (expenses): |
|
|
|
|
|
|
|
|
||||||||
|
Interest income on operating account |
|
— |
|
|
104 |
|
|
96 |
|
|
351 |
|
||||
|
Investment income from cash and investments held in Trust Account |
|
276,031 |
|
|
334,799 |
|
|
808,843 |
|
|
1,004,720 |
|
||||
|
Change in fair value of derivative warrant liabilities |
|
846,180 |
|
|
241,770 |
|
|
(9,247,570 |
) |
|
241,770 |
|
||||
|
Total other income (expenses) |
|
1,122,211 |
|
|
576,673 |
|
|
(8,438,631 |
) |
|
1,246,841 |
|
||||
|
Net loss before provision for income |
|
(865,645 |
) |
|
288,900 |
|
|
(11,694,178 |
) |
|
84,077 |
|
||||
|
Provision for income taxes |
|
65,490 |
|
|
143,420 |
|
|
168,123 |
|
|
428,112 |
|
||||
|
Net loss |
$ |
(931,135 |
) |
$ |
145,480 |
|
$ |
(11,862,301 |
) |
$ |
(344,035 |
) |
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Weighted average shares outstanding of Class A common stock, basic and diluted |
|
2,338,586 |
|
|
2,338,586 |
|
|
2,338,586 |
|
|
2,382,167 |
|
||||
|
Basic and diluted net loss per share, Class A common stock |
$ |
(0.24 |
) |
$ |
0.04 |
|
$ |
(3.03 |
) |
$ |
(0.09 |
) |
||||
|
Weighted average shares outstanding of Class B common stock, basic and diluted |
|
1,579,750 |
|
|
1,579,750 |
|
|
1,579,750 |
|
|
1,579,750 |
|
||||
|
Basic and diluted net loss per share, Class B common stock |
$ |
(0.24 |
) |
$ |
0.04 |
|
$ |
(3.03 |
) |
$ |
(0.09 |
) |
||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
F-3
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
|
For the three and nine months ended |
||||||||||||||||
|
Class B |
Additional |
Accumulated |
Total |
|||||||||||||
|
Shares |
Amount |
|||||||||||||||
|
Balance – December 31, 2024 |
1,579,750 |
$ |
158 |
$ |
— |
$ |
(6,847,037 |
) |
$ |
(6,846,879 |
) |
|||||
|
Increase in redemption value of Class A common stock subject to redemption due to extension |
— |
|
— |
|
— |
|
(150,000 |
) |
|
(150,000 |
) |
|||||
|
Excise tax payable attributable to redemption of Class A common stock |
— |
|
— |
|
— |
|
(421,924 |
) |
|
(421,924 |
) |
|||||
|
Remeasurement for Class A common stock subject to redemption |
— |
|
— |
|
— |
|
(524,498 |
) |
|
(524,498 |
) |
|||||
|
Net loss |
— |
|
— |
|
— |
|
(4,556,231 |
) |
|
(4,556,231 |
) |
|||||
|
Balance – March 31, 2025 (unaudited) |
1,579,750 |
|
158 |
|
— |
|
(12,499,690 |
) |
|
(12,499,532 |
) |
|||||
|
Increase in redemption value of Class A common stock subject to redemption due to extension |
— |
|
— |
|
— |
|
(150,000 |
) |
|
(150,000 |
) |
|||||
|
Remeasurement for Class A common stock subject to redemption |
— |
|
— |
|
— |
|
(268,384 |
) |
|
(268,384 |
) |
|||||
|
Net loss |
— |
|
— |
|
— |
|
(6,374,935 |
) |
|
(6,374,935 |
) |
|||||
|
Balance – June 30, 2025 (unaudited) |
1,579,750 |
|
158 |
|
— |
|
(19,293,009 |
) |
|
(19,292,851 |
) |
|||||
|
Increase in redemption value of Class A common stock subject to redemption due to extension |
— |
|
— |
|
— |
|
(150,000 |
) |
|
(150,000 |
) |
|||||
|
Remeasurement for Class A common stock subject to redemption |
— |
|
— |
|
— |
|
(276,030 |
) |
|
(276,030 |
) |
|||||
|
Net loss |
— |
|
— |
|
— |
|
(931,135 |
) |
|
(931,135 |
) |
|||||
|
Balance – September 30, 2025 (unaudited) |
1,579,750 |
$ |
158 |
$ |
— |
$ |
(20,650,174 |
) |
$ |
(20,650,016 |
) |
|||||
F-4
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT — (Continued)
|
For the three and nine months ended |
||||||||||||||||
|
Class B |
Additional |
Accumulated |
Total |
|||||||||||||
|
Shares |
Amount |
|||||||||||||||
|
Balance – December 31, 2023 |
1,579,750 |
$ |
158 |
$ |
— |
$ |
(5,079,176 |
) |
$ |
(5,079,018 |
) |
|||||
|
Increase in redemption value of Class A common stock subject to redemption due to extension |
— |
|
— |
|
— |
|
(191,667 |
) |
|
(191,667 |
) |
|||||
|
Remeasurement for Class A common stock subject to redemption |
— |
|
— |
|
— |
|
(209,038 |
) |
|
(209,038 |
) |
|||||
|
Net loss |
— |
|
— |
|
— |
|
(168,454 |
) |
|
(168,454 |
) |
|||||
|
Balance – March 31, 2024 (unaudited) |
1,579,750 |
|
158 |
|
— |
|
(5,648,335 |
) |
|
(5,648,177 |
) |
|||||
|
Increase in redemption value of Class A common stock subject to redemption due to extension |
— |
|
— |
|
— |
|
(150,000 |
) |
|
(150,000 |
) |
|||||
|
Remeasurement for Class A common stock subject to redemption |
— |
|
— |
|
— |
|
526,474 |
|
|
526,474 |
|
|||||
|
Net loss |
— |
|
— |
|
— |
|
(321,061 |
) |
|
(321,061 |
) |
|||||
|
Balance – June 30, 2024 (unaudited) |
1,579,750 |
|
158 |
|
— |
|
(5,592,922 |
) |
|
(5,592,764 |
) |
|||||
|
Increase in redemption value of Class A common stock subject to redemption due to extension |
— |
|
— |
|
— |
|
(150,000 |
) |
|
(150,000 |
) |
|||||
|
Remeasurement for Class A common stock subject to redemption |
— |
|
— |
|
— |
|
(334,799 |
) |
|
(334,799 |
) |
|||||
|
Net income |
— |
|
— |
|
— |
|
145,480 |
|
|
145,480 |
|
|||||
|
Balance – September 30, 2024 (unaudited) |
1,579,750 |
$ |
158 |
$ |
— |
$ |
(5,932,241 |
) |
$ |
(5,932,083 |
) |
|||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
F-5
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
|
For the nine months ended |
||||||||
|
2025 |
2024 |
|||||||
|
Cash Flows from Operating Activities: |
|
|
|
|
||||
|
Net loss |
$ |
(11,862,301 |
) |
$ |
(344,035 |
) |
||
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
||||
|
Investment income from cash and investments held in Trust Account |
|
(808,843 |
) |
|
(1,004,720 |
) |
||
|
Change in fair value of derivative warrant liabilities |
|
9,247,570 |
|
|
(241,770 |
) |
||
|
General and administrative expenses advanced by related party |
|
328,086 |
|
|
204,122 |
|
||
|
Changes in operating assets and liabilities: |
|
|
|
|
||||
|
Prepaid expenses |
|
57,173 |
|
|
134,375 |
|
||
|
Accounts payable |
|
64,731 |
|
|
(142,880 |
) |
||
|
Accrued expenses |
|
2,557,720 |
|
|
159,062 |
|
||
|
Corporate tax payable |
|
(180,115 |
) |
|
(3,927 |
) |
||
|
Excise tax payable |
|
126,092 |
|
|
— |
|
||
|
Income tax payable |
|
(303,913 |
) |
|
(80,771 |
) |
||
|
Net cash used in operating activities |
|
(773,800 |
) |
|
(1,320,544 |
) |
||
|
|
|
|
|
|||||
|
Cash Flows from Investing Activities: |
|
|
|
|
||||
|
Cash deposited in Trust Account for extension |
|
(450,000 |
) |
|
(491,667 |
) |
||
|
Cash re-contributed to the Trust Account for excess tax withdrawals |
|
(260,070 |
) |
|
— |
|
||
|
Withdrawal from Trust Account to pay for taxes |
|
— |
|
|
1,872,655 |
|
||
|
Withdrawal from Trust Account to pay for redemption |
|
— |
|
|
42,020,432 |
|
||
|
Net cash (used in) provided by investing activities |
|
(710,070 |
) |
|
43,401,420 |
|
||
|
|
|
|
|
|||||
|
Cash Flows from Financing Activities: |
|
|
|
|
||||
|
Advances from related parties |
|
724,820 |
|
|
— |
|
||
|
Repayment of advances to related party |
|
— |
|
|
(167,442 |
) |
||
|
Proceeds received from related parties under convertible note |
|
450,000 |
|
|
491,667 |
|
||
|
Redemption of Class A common stock |
|
— |
|
|
(42,020,432 |
) |
||
|
Net cash provided by (used in) financing activities |
|
1,174,820 |
|
|
(41,696,207 |
) |
||
|
|
|
|
|
|||||
|
Net change in cash |
|
(309,050 |
) |
|
384,669 |
|
||
|
|
|
|
|
|||||
|
Cash – Beginning of the period |
|
309,399 |
|
|
9 |
|
||
|
Cash – End of the period |
$ |
349 |
|
$ |
384,678 |
|
||
|
|
|
|
|
|||||
|
Supplemental disclosure of noncash activities: |
|
|
|
|
||||
|
Accounts payable paid by related party |
$ |
41,677 |
|
$ |
6,000 |
|
||
|
Excise tax payable attributable to redemption of Class A common stock |
$ |
421,924 |
|
$ |
— |
|
||
|
Increase in redemption value of Class A common stock subject to redemption due to extension |
$ |
450,000 |
|
$ |
491,667 |
|
||
|
|
|
|
|
|||||
|
Supplemental cash flow information: |
|
|
|
|
||||
|
Cash paid for federal income taxes |
$ |
537,526 |
|
$ |
508,883 |
|
||
The accompanying notes are an integral part of these unaudited condensed financial statements.
F-6
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 1 — Description of Organization and Business Operations
dMY Squared Technology Group, Inc. (the “Company” or “dMY”) is a blank check company incorporated in Massachusetts. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of September 30, 2025, the Company had not commenced any operations. All activity for the period from February 15, 2022 (inception) through September 30, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The Company’s sponsor is dMY Squared Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2022. On October 4, 2022, the Company consummated its Initial Public Offering of 6,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Class A Shares” or the “Public Shares”), at $10.00 per unit, generating gross proceeds of $60.0 million, and incurring offering costs of approximately $3.7 million, of which $2.1 million and approximately $26,000 were for deferred underwriting commissions (see Note 5) and offering costs allocated to derivative warrant liabilities, respectively. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 additional Units (the “Over-Allotment Units”), generating gross proceeds of approximately $3.2 million (the “Partial Over-Allotment”). The underwriter waived the remainder of its over-allotment option. The Company incurred additional offering costs of approximately $156,000 in connection with the Partial Over-Allotment (of which approximately $112,000 was for deferred underwriting fees).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,840,000 warrants (the “Initial Private Placement Warrants”), at a price of $1.00 per Initial Private Placement Warrant to the Sponsor, generating proceeds of approximately $2.8 million (see Note 4). On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 44,660 private placement warrants at $1.00 per private placement warrant (the “Additional Private Placement Warrants”, and together with the Initial Private Placement Warrants, the “Private Placement Warrants”), generating additional gross proceeds of approximately $45,000.
In addition, concurrently with the closing of the Initial Public Offering, the Sponsor extended an overfunding loan to the Company in an amount of $900,000 at no interest (the “Initial Overfunding Loan”) to deposit in the Trust Account (as defined below). On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended a further overfunding loan to the Company in an aggregate amount of $47,850 (the “Additional Overfunding Loan”, and together with the Initial Overfunding Loan, the “Overfunding Loans”) to deposit in the Trust Account.
Upon the closing of the Initial Public Offering, the Partial Over-Allotment, the Private Placement and the Overfunding Loans, approximately $64.1 million ($10.15 per Unit) of the net proceeds of the sale of the Units, the Over-Allotment Units, and the Private Placement Warrants and the proceeds from the Overfunding Loans were initially placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee. According to the terms of the Investment Management Trust Agreement, dated October 4, 2022, between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), the funds held in the Trust Account were initially invested in United States government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination, (ii) the redemption of Public Shares properly submitted in connection with a shareholder vote
F-7
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 1 — Description of Organization and Business Operations (cont.)
to amend the Amended and Restated Articles of Organization (the “Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (iii) return of the funds held in the Trust Account to holders of Public Shares (the “Public Shareholders”) as part of the redemption of the Public Shares if the Company does not complete an initial Business Combination during the Combination Period. On September 25, 2024, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to transfer its Trust Account out of investment in securities into an interest-bearing bank deposit account in order to mitigate the risk of being deemed an unregistered investment company, and the account was transferred in March 2025.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the funds held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company provides Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders’ meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.15 per Public Share).
The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5).
These Public Shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company’s Charter initially required the Company to not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.
In January 2024, the shareholders approved the proposal to amend the Charter and eliminate such Redemption Limitation (as defined below). If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders agreed to vote their Founder Shares (as
F-8
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 1 — Description of Organization and Business Operations (cont.)
defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Company’s Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Sponsor and the Company’s officers agreed not to propose an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below), or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The Company’s Charter initially provided 15 months from the closing of the Initial Public Offering, or January 4, 2024 (the “Prior Outside Date”), to consummate an initial Business Combination. The Charter also permitted the Company, by resolution of the board of directors, to extend the period of time to consummate a Business Combination twice by an additional 3-month period (for a total of 21 months to complete a Business Combination), subject to the Sponsor depositing into the Trust Account $631,900 in the aggregate for each extension (the “Prior Contributions”). The Sponsor did not intend to deposit such Prior Contributions into the Trust Account. Accordingly, following January 4, 2024, the Company would have been forced to liquidate.
The Company’s board determined that, in order for the Company to have additional time to complete a Business Combination in a more cost effective manner, it would be in the best interests of the Company and its shareholders to extend the Prior Outside Date to allow for a period of additional time to consummate the Business Combination. On January 2, 2024, the Company held a special meeting of its shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders approved an amendment of the Charter to extend (the “Extension”) the date by which the Company has to consummate a Business Combination from January 4, 2024 to January 29, 2024 (the “Extended Date”) and thereafter for one calendar month each time, until up to December 29, 2025 (each, an “Additional Extended Date”, each monthly extension, an “Extension Period”, and such period in its entirety, from the Initial Public Offering until the final Additional Extended Date, the “Combination Period”), only if the Sponsor or its designee would deposit (the “Contribution”) into the Trust Account as a loan, (i) on or before January 4, 2024, with respect to the initial extension to the Extended Date, an amount of $41,667, and (ii) one business day following the public announcement by the Company disclosing that the board of directors has determined to implement an additional monthly extension, with respect to each such Extension Period, an amount of $50,000. In connection with the shareholder approval of the Extension, an aggregate of 3,980,414 Public Shares were redeemed, and the Company paid approximately $42.0 million accordingly on January 4, 2024.
At the Special Meeting, the Company’s shareholders also approved proposals to (1) amend the Charter to provide for the right of a holder of Class B Shares (as defined below) to convert their Class B Shares into Class A Shares on a one-for-one basis at any time and from time to time at the election of the holder; (2) amend the Charter to eliminate from the Charter (i) the limitation that the Company may not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a Business Combination unless it has net tangible assets of at least $5,000,001 (collectively, the “Redemption Limitation”); (3) amend the Charter to permit the board of directors, in its sole discretion, to elect to wind up operations on an earlier date than the Extended Date or Additional Extended Date, as applicable, as determined by the board of directors and included in a public announcement (the “Liquidation Amendment”); and (4) amend the Investment Management Trust Agreement between the Company and Continental Stock Transfer and Trust Company to reflect the Extension and the Liquidation Amendment.
F-9
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 1 — Description of Organization and Business Operations (cont.)
In connection with the Contribution and advances the Sponsor or its affiliates may make in the future to the Company for working capital expenses, on January 2, 2024, the Company issued a convertible promissory note to Harry L. You, Chairman, Chief Executive Officer and Chief Financial Officer and an affiliate of the Sponsor (the “Payee”), with a principal amount up to $1.75 million (the “Convertible Note”). The Convertible Note bears no interest and is repayable on the earlier of (i) the date on which the Company consummates an initial Business Combination and (ii) the liquidation date. If the Company does not consummate a Business Combination before the end of the Combination Period, the Convertible Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of the initial Business Combination, up to $1,500,000 of the outstanding principal of the Convertible Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the Payee. Since January 2, 2024, the board of directors has elected to extend the liquidation date to November 29, 2025. Accordingly, the Company has drawn down from the Convertible Note and deposited $1,141,667 into the Trust Account in connection with such extensions.
If the Company is unable to complete the Business Combination before the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law.
If the initial shareholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.15. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
F-10
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 1 — Description of Organization and Business Operations (cont.)
Tax Withdrawals from Trust Account
In January 2024 and April 2024, the Company withdrew a total of approximately $1.9 million of funds from the Trust Account for purposes of payment of tax liabilities and tax estimates, and such funds were deposited into the Company’s operating account. Funds representing interest earned on the amounts held in the Trust Account are permitted to be withdrawn from the Trust Account for the payment of taxes under the Company’s Charter and the terms of the Trust Agreement. On April 17, 2024, the Company paid approximately $0.89 million for 2023 taxes, leaving approximately $0.97 million remaining to be used for upcoming tax estimates. The Company used approximately $0.69 million of the balance of the withdrawn funds for the payment of general operating expenses. Management determined that the use of funds was not in accordance with the Trust Agreement, and, in March 2025, the Sponsor advanced approximately $0.73 million to the Company representing the amount of such operating expenses plus approximately $0.04 million in respect of interest that would have been earned on the remaining amount of approximately $0.97 million for the period from the original withdrawals to the date of the advance. The Company paid an aggregate of approximately $0.75 million for tax obligations on March 21, 2025. On March 25, 2025, the Company re-contributed to the Trust Account approximately $0.22 million of the remaining amounts not used for payment of taxes plus approximately $0.04 million in respect of interest that would have been earned had such funds remained in the Trust Account.
Excise Tax
On August 16, 2022, the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRA”) was signed into federal law. The IR Act provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including certain redemptions) of stock by publicly traded domestic (i.e. U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations (each, a “Covered Corporation”) occurring on or after January 1, 2023 (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. For purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year, subject to certain exceptions.
The U.S. Department of Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided interim guidance addressing the application of the Excise Tax, including with respect to some transactions in which SPACs typically engage. In the notice, the Treasury appears to have intended to exempt from the Excise Tax any distributions by a Covered Corporation in the same year it completely liquidates, which may include those that occur in connection with redemptions. On April 9, 2024, the Treasury and the Internal Revenue Service (the “IRS”) issued two sets of proposed regulations, providing guidance on the application of the Excise Tax and on the reporting and payment of the Excise Tax. The Proposed Regulations generally adopt the guidance provided in Notice 2023-2. On June 28, 2024, the Treasury and IRS finalized certain of the proposed regulations (those relating to procedures for reporting and paying the Excise Tax). The remaining regulations (largely relating to the computation of the Excise Tax) remain in proposed form, but taxpayers may rely on them until final regulations are issued.
Under the proposed regulations, redemptions of the Company’s Public Shares in January 2024 in connection with the Special Meeting as described above, are expected to be subject to the Excise Tax, which was due with the Company’s Form 720 filing by April 30, 2025. Failure to timely pay the obligation in full would subject the Company to additional interest and penalties. The Company submitted its 2024 excise tax return in September 2025. As of the date these unaudited condensed financial statements were issued, the filing remains under processing by the Internal Revenue Service, and payment of the related excise tax will be completed following IRS acceptance. The Company accrued approximately $126,000 in penalties and late fees in connection with the excise tax in the accompanying unaudited condensed balance sheet.
F-11
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 1 — Description of Organization and Business Operations (cont.)
During the three months ended June 30, 2025, the Company recorded an excise tax expense related to the January 2024 redemption of Public Shares of approximately $420,000. The liability is recorded as a charge to accumulated deficit in accordance with ASC 480-10-S99-3A, “Classification and Measurement of Redeemable Securities”. As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 3, 2025, the applicability of the Excise Tax to such redemptions was uncertain at year-end due to pending regulatory guidance and other factors. In 2025, based on additional guidance and analysis, management concluded that recognition of the obligation was appropriate.
Transfer of Listing
Pursuant to NYSE American LLC (the “NYSE American”) Rules Section 119(b), the Company was required to complete its initial Business Combination within 36 months of the effective date of its Initial Public Offering registration statement, which date was September 29, 2025. Because the Company did not complete its initial Business Combination by such date, the trading of the Company’s Class A common stock, Public Warrants, and Units was suspended at the closing of business on September 29, 2025, and the Company’s securities were removed from listing and registration on NYSE American exchange.
The Company began trading its Class A common stock and Public Warrants on the OTCQB Market and its Units on the OTCID Market, each operated by The OTC Market Systems (the “OTC Market”), under the symbols “DMYY”, “DMYYW”, and “DMYYU”, respectively, effective at the open of trading on September 30, 2025.
Proposed Business Combination with Horizon
On September 9, 2025, the Company, Rose Holdco Pte. Ltd. (Company Registration No. 202537774K), a Singapore private company limited by shares (“Holdco”), Rose Acquisition Pte. Ltd. (Company Registration No. 202537790M), a Singapore private company limited by shares and wholly-owned subsidiary of Holdco (“Merger Sub 1”), Horizon Merger Sub 2, Inc., a Massachusetts corporation and wholly-owned subsidiary of Holdco (“Merger Sub 2”), and Horizon Quantum Computing Pte. Ltd. (Company Registration No. 201802755E), a Singapore private company limited by shares (“Horizon”), entered into a Business Combination Agreement (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, (i) Holdco will convert from a Singapore private company to a Singapore public company and will be renamed “Horizon Quantum Holdings Ltd.”, (ii) Horizon and Merger Sub 1 will amalgamate, with Horizon surviving as a wholly-owned subsidiary of Holdco (the “Amalgamation”) and (iii) Merger Sub 2 will merge with and into dMY (the “SPAC Merger”, and together with the Amalgamation and the other transactions contemplated by the Business Combination Agreement, the “Proposed Business Combination”) with dMY surviving as a wholly-owned subsidiary of Holdco. The consummation of the Proposed Business Combination will result in dMY’s and Horizon’s securityholders becoming securityholders of Holdco, which will become a public company.
The Business Combination Agreement and the Proposed Business Combination were unanimously approved by the boards of directors of each of dMY and Horizon. The closing of the Proposed Business Combination is subject to the receipt of the required approvals by dMY’s and Horizon’s shareholders and the satisfaction of other customary closing conditions, including the requirement to meet a minimum cash condition of $45 million plus transaction expenses.
In connection with the Proposed Business Combination, concurrently with the execution of the Business Combination Agreement, dMY, the Sponsor, Holdco and Horizon entered into a voting support agreement. Concurrently with the execution of the Business Combination Agreement, dMY and Holdco entered into voting support agreements with Horizon and all shareholders of Horizon.
F-12
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 1 — Description of Organization and Business Operations (cont.)
The Business Combination Agreement and related agreements are further described in the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2025. Other than as specifically discussed, this Quarterly Report does not assume the closing of the Proposed Business Combination or the transactions contemplated by the Business Combination Agreement.
Going Concern Consideration
As of September 30, 2025, the Company had minimal cash and working capital deficit of approximately $6.9 million. Further, the Company has incurred and expected to continue to incur significant costs in pursuit of its acquisition plans.
Prior to the consummation of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4) and a loan under the Note (as defined in Note 4) in the amount of approximately $145,000. The Company fully repaid the Note balance on October 4, 2022. The Note was no longer available to the Company after the closing of its Initial Public Offering. Subsequent to the closing of the Initial Public Offering and the Partial Over-Allotment, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account and advances from related parties (approximately $1.5 million in advances outstanding as of September 30, 2025).
In addition, in order to provide the Contribution and to finance transaction costs in connection with a Business Combination, the Company issued the Convertible Note to the Payee with a principal amount up to $1.75 million on January 2, 2024 as discussed above. As of September 30, 2025, the Company had an outstanding amount of $1,091,667 under the Convertible Note. Subsequent to September 30, 2025, the Company borrowed an additional amount of $50,000, increasing the total amount outstanding under the Convertible Note to $1,141,667. All proceeds received under the Convertible Note were contributed into the Trust Account in connection with extensions of the Combination Period to November 29, 2025.
In connection with the management’s assessment of going concern considerations in accordance with FASB Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements — Going Concern,” the Company’s management has determined that the liquidity condition, mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about its ability to continue as a going concern through the earlier of the liquidation date or the completion of the initial Business Combination. There is no assurance that the Company’s plans to consummate the Proposed Business Combination with Horizon or any other Business Combination will be successful or successful within the Combination Period. The unaudited condensed financial statements included in this Quarterly Report on Form 10-Q do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
Various macroeconomic, geopolitical and regulatory uncertainties and challenges pose risks to economic conditions in the U.S. and globally, including, among others, any resurgence in inflation; changes to trade, immigration, energy and other policies resulting from the new U.S. administration; changes in interest rate policies; the Russia-Ukraine war; conflicts in the Middle East; and economic conditions and tensions involving China.
These and other risks could negatively impact economic growth rates and unemployment levels in the U.S. and other countries and result in volatility and disruptions in financial markets. Such risks could also adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
F-13
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 1 — Description of Organization and Business Operations (cont.)
The proposed regulations in connection with the IR Act have not been finalized, and whether and to what extent the Company would be subject to the Excise Tax on a redemption of Public Shares or other stock issued by the Company will depend on various factors, and the amount of such tax could be subject to changes. Funds in the Trust Account, including any interest earned thereon, will not be used to pay for any Excise Tax liabilities with respect to any redemptions that occur prior to or in connection with a Business Combination or liquidation of the Company. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, Article 8 of Regulation S-X. Certain disclosures normally included in financial statements have been condensed or omitted from these unaudited condensed financial statements as they are not required for interim financial statements under GAAP and the rules of the SEC. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation of the financial position, operating results and cash flows for the periods presented have been included. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any future period.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report Form 10-K as of December 31, 2024, as filed with the SEC on April 3, 2025, which contains the Company’s audited financial statements and notes thereto.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
F-14
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 2 — Summary of Significant Accounting Policies (cont.)
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2025 and December 31, 2024.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which regularly exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Cash and Investments Held in Trust Account
The Company’s portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On September 25, 2024, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to transfer its Trust Account out of investment in securities into an interest-bearing bank deposit account in order to mitigate the risk of being deemed an unregistered investment company, and the account was transferred in March 2025. As of September 30, 2025, the trust balance was held in cash. As of December 31, 2024 the trust balance was held in US Treasury Bills.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities other than for the Overfunding Loan to the Sponsor, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, either because of the short-term nature of the instruments or because the instrument is recognized at fair value.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
F-15
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 2 — Summary of Significant Accounting Policies (cont.)
• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Warrant Liabilities
The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and will adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value will be recognized in the unaudited condensed statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using the Black-Scholes model and the Monte Carlo simulation model, respectively. Beginning in December 2022, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Private Placement Warrants was subsequently determined using the Monte Carlo simulation method with Level 3 inputs. The determination of the fair value of the derivative warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly (see Note 8).
Convertible Note Payable — Related Parties
The option to convert the Convertible Note issued to the Payee on January 2, 2024 (see Note 4) into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value, with subsequent changes in fair value recognized in the Company’s unaudited condensed statements of operations each reporting period until the Convertible Note is repaid or converted. As of the funding date and September 30, 2025, the fair value of the embedded conversion option had a de minimis value.
Use of Estimates
The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared
F-16
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 2 — Summary of Significant Accounting Policies (cont.)
to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A Shares were charged against the carrying value of Class A Shares upon the completion of the Initial Public Offering.
Public Shares Subject to Possible Redemption
As discussed in Note 1, all of the Public Shares sold as part of the Units in the Initial Public Offering contain a redemption feature. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the securities to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Therefore, the carrying value of all Public Shares has been classified outside of permanent equity. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Public Shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
For the three and nine months ended September 30, 2025 and 2024, the amounts of Public Shares reflected in the unaudited condensed financial statements are reconciled in the following table:
|
Class A common stock subject to possible redemption – December 31, 2024 |
$ |
25,487,987 |
|
|
Plus: |
|
||
|
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension |
|
150,000 |
|
|
Remeasurement for Class A common stock subject to redemption |
|
524,498 |
|
|
Class A common stock subject to possible redemption – March 31, 2025 (unaudited) |
$ |
26,162,485 |
|
|
Plus: |
|
||
|
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension |
|
150,000 |
|
|
Remeasurement for Class A common stock subject to redemption |
|
268,384 |
|
|
Class A common stock subject to possible redemption – June 30, 2025 (unaudited) |
$ |
26,580,869 |
|
|
Plus: |
|
||
|
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension |
|
150,000 |
|
|
Remeasurement for Class A common stock subject to redemption |
|
276,030 |
|
|
Class A common stock subject to possible redemption – September 30, 2025 (unaudited) |
$ |
27,006,899 |
|
Class A common stock subject to possible redemption – December 31, 2023 |
$ |
66,559,968 |
|
|
|
Plus: |
|
|
||
|
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension |
|
191,667 |
|
|
|
Less: |
|
|
||
|
Redemption of Class A common stock subject to possible redemption |
|
(42,020,432 |
) |
|
|
Remeasurement for Class A common stock subject to redemption |
|
(644,499 |
) |
|
|
Class A common stock subject to possible redemption – March 31, 2024 (unaudited and restated) |
|
24,086,704 |
|
|
|
Plus: |
|
|
||
|
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension |
|
150,000 |
|
F-17
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 2 — Summary of Significant Accounting Policies (cont.)
|
Less: |
|
|
||
|
Remeasurement for Class A common stock subject to redemption |
|
(227,247 |
) |
|
|
Class A common stock subject to possible redemption – June 30, 2024 (unaudited and restated) |
|
24,009,457 |
|
|
|
Plus: |
|
|
||
|
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension |
|
150,000 |
|
|
|
Less: |
|
|
||
|
Remeasurement for Class A common stock subject to redemption |
|
88,509 |
|
|
|
Class A common stock subject to possible redemption – September 30, 2024 (unaudited and restated) |
$ |
24,247,966 |
|
Net Loss per Common Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Shares and Class B Shares (or Public Shares and Founder Shares (as defined in Note 4)). Income and losses are shared pro rata between the two classes of shares. Net loss per share of common stock is calculated by dividing the net loss by the weighted average number of common stock outstanding for the respective period. The Company has not considered the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 6,044,160 shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Public Shares is excluded from earnings per share as the redemption value approximates fair value.
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock for the three and nine months ended September 30, 2025 and 2024:
|
For the three months ended September 30, |
||||||||||||||
|
2025 |
2024 |
|||||||||||||
|
Class A |
Class B |
Class A |
Class B |
|||||||||||
|
Basic and diluted net loss per common share: |
|
|
|
|
|
|
||||||||
|
Numerator: |
|
|
|
|
|
|
||||||||
|
Allocation of net loss |
$ |
(555,731 |
) |
$ |
(375,404 |
) |
$ |
86,827 |
$ |
58,653 |
||||
|
|
|
|
|
|
|
|||||||||
|
Denominator: |
|
|
|
|
|
|
||||||||
|
Basic and diluted weighted average common shares outstanding |
|
2,338,586 |
|
|
1,579,750 |
|
|
2,338,586 |
|
1,579,750 |
||||
|
Basic and diluted net loss per common share |
$ |
(0.24 |
) |
$ |
(0.24 |
) |
$ |
0.04 |
$ |
0.04 |
||||
F-18
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 2 — Summary of Significant Accounting Policies (cont.)
|
For the nine months ended September 30, |
||||||||||||||||
|
2025 |
2024 |
|||||||||||||||
|
Class A |
Class B |
Class A |
Class B |
|||||||||||||
|
Basic and diluted net loss per common share: |
|
|
|
|
|
|
|
|
||||||||
|
Numerator: |
|
|
|
|
|
|
|
|
||||||||
|
Allocation of net loss |
$ |
(7,079,794 |
) |
$ |
(4,782,507 |
) |
$ |
(206,857 |
) |
$ |
(137,178 |
) |
||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Denominator: |
|
|
|
|
|
|
|
|
||||||||
|
Basic and diluted weighted average common shares outstanding |
|
2,338,586 |
|
|
1,579,750 |
|
|
2,382,167 |
|
|
1,579,750 |
|
||||
|
Basic and diluted net loss per common share |
$ |
(3.03 |
) |
$ |
(3.03 |
) |
$ |
(0.09 |
) |
$ |
(0.09 |
) |
||||
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2025 and December 31, 2024, the Company had gross deferred tax assets of approximately $1.6 million and $949,000, respectively, which were presented net of a full valuation allowance.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2025 and December 31, 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09 (Topic 740), “Improvements to Income Tax Disclosures”. The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as an expansion of other income tax disclosures. The ASU is effective on a prospective basis for annual reporting periods beginning after December 15, 2024. The Company plans to adopt ASU 2023-09 in its Annual Report on Form 10-K for the year ending December 31, 2025, and is currently evaluating the impact of adopting this ASU on its consolidated financial statements and related disclosures.
F-19
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 2 — Summary of Significant Accounting Policies (cont.)
Issued in November 2024, ASU 2024-03, “Disaggregation of Income Statement Expenses” (Subtopic 220-40), requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. While early adoption is permitted, the Company does not plan to adopt this standard early. This ASU will likely result in additional disclosures being included in the Company’s unaudited condensed financial statements once adopted. The Company is currently evaluating the provisions of this ASU.
Note 3 — Initial Public Offering
On October 4, 2022, the Company consummated its Initial Public Offering of 6,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $60.0 million, and incurring offering costs of approximately $3.7 million, of which $2.1 million and approximately $26,000 was for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. The Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 900,000 additional Units, at $10.00 per Unit, to cover over-allotments. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 additional Units, generating gross proceeds of approximately $3.2 million. The underwriter waived the remainder of its over-allotment option. The Company incurred additional offering costs of approximately $156,000 in connection with the Partial Over-Allotment (of which approximately $112,000 was for deferred underwriting fees). Each Unit consists of one Public Share and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Public Share at a price of $11.50 per share, subject to adjustment (see Note 6).
Note 4 — Related Party Transactions
Founder Shares
On March 16, 2022, the Sponsor purchased 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares” or the “Class B Shares”), for an aggregate purchase price of $25,000, pursuant to a securities subscription agreement dated March 3, 2022 by and between the Company and the Sponsor (as amended by a subscriber forfeiture and amendment No. 1 to the securities subscription agreement dated September 8, 2022 and a subscriber forfeiture and amendment No. 2 to the securities subscription agreement dated September 29, 2022). On September 8, 2022 and September 29, 2022, the Sponsor surrendered to the Company 718,750 and 431,250 Founder Shares, respectively, in each case for no consideration, resulting in the Sponsor owning 1,725,000 Founder Shares. The initial shareholders agreed to forfeit up to 225,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter partially exercised its over-allotment option on October 11, 2022 and waived the remainder of its over-allotment option. Accordingly, the Sponsor forfeited 145,250 Founder Shares on October 11, 2022.
The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A Shares for cash, securities or other property. Notwithstanding the foregoing,
F-20
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 4 — Related Party Transactions (cont.)
the Founder Shares will be released from the lockup if the closing price of the Company’s Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,840,000 Initial Private Placement Warrants, at a price of $1.00 per Initial Private Placement Warrant, generating proceeds of approximately $2.8 million. On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of 44,660 Additional Private Placement Warrants at $1.00 per Additional Private Placement Warrant, generating additional gross proceeds of approximately $45,000.
Each Private Placement Warrant is exercisable for one Class A Share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, there will be no redemption rights or liquidating distributions with respect to the Private Placement Warrants. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees.
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Related Party Loans
Promissory Note and Advances from Related Parties
On March 3, 2022, the Sponsor agreed to loan the Company an aggregate amount of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the date on which the Company consummated the Initial Public Offering. The Company borrowed approximately $145,000 under the Note and subsequently fully repaid the Note balance on October 4, 2022. The Note was no longer available to the Company after the closing of its Initial Public Offering.
The Company’s Sponsor and its affiliates have paid for certain expenses on behalf of the Company. As of September 30, 2025 and December 31, 2024, the Company had an outstanding advances balance from such parties of approximately $1.5 million and $390,000, respectively. Subsequent to September 30, 2025, the Sponsor paid an aggregate of $51,000 for additional expenses on behalf of the Company.
Overfunding Loans
Simultaneously with the closing of the Initial Public Offering, the Sponsor extended the Overfunding Loan to the Company in an aggregate amount of $900,000. On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended the Additional Overfunding Loan to the Company in an amount of $47,850, for an aggregate outstanding principal amount of $947,850 to be deposited in the Trust Account. Upon the closing of the initial Business Combination, the Overfunding Loans will be repaid or converted into Class A Shares at a conversion price of $10.00 per share (or a combination of both), at the Sponsor’s discretion. If the Company does not complete an initial Business Combination, it will not repay the Overfunding Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Public Shareholders; however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account to do so.
F-21
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 4 — Related Party Transactions (cont.)
Convertible Promissory Note
In connection with the Contribution and advances the Sponsor may make in the future to the Company for working capital expenses, on January 2, 2024, the Company issued a Convertible Note to Harry L. You, Chairman, Chief Executive Officer and Chief Financial Officer and an affiliate of the Sponsor with a principal amount up to $1.75 million. The Convertible Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the Company’s liquidation. If the Company does not consummate an initial Business Combination by the end of the Combination Period, the Convertible Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of the Company’s initial Business Combination, up to $1,500,000 of the outstanding principal of the Convertible Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the Payee. Such warrants will have terms identical to the Private Placement Warrants.
As of September 30, 2025, the Company had an outstanding amount of $1,091,667 under the Convertible Note. Subsequent to September 30, 2025, the Company borrowed an additional amount of $50,000, increasing the total amount outstanding under the Convertible Note to $1,141,667. All proceeds received under the Convertible Note were contributed into the Trust Account in connection with extensions of the Combination Period to November 29, 2025.
The option to convert the Convertible Note into warrants qualifies as an embedded derivative under FASB ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in the Company’s unaudited condensed statements of operations each reporting period until the Convertible Note is repaid or converted. As of the funding date and September 30, 2025, the fair value of the embedded conversion option had a de minimis value.
Administrative Services Agreement
On October 4, 2022, the Company entered into an agreement pursuant to which it agreed to pay the Sponsor $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company recorded $30,000 and $90,000 in connection with such fees during each of the three and nine months ended September 30, 2025 and 2024 in the accompanying unaudited condensed statements of operations. The Company recorded an outstanding balance of $280,000 and $190,000 as of September 30, 2025 and December 31, 2024, respectively, in connection with such fees in accrued expenses in the accompanying condensed balance sheets.
The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.
Note 5 — Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and the Contributions (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and the Contributions and upon conversion of the Founder Shares and the Overfunding Loans), will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
F-22
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 5 — Commitments and Contingencies (cont.)
Underwriting Agreement
The underwriter was entitled to an underwriting discount of $0.14 per Unit, or approximately $0.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $2.1 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
The underwriter was entitled to an additional fee of approximately $45,000, which was paid upon closing of the Partial Over-Allotment, and approximately $112,000 in deferred underwriting commissions in connection with the consummation of the Partial Over-Allotment.
Note 6 — Derivative Warrant Liabilities
As of September 30, 2025 and December 31, 2024, the Company had an aggregate of 6,044,160 warrants outstanding, comprised of 3,159,500 Public Warrants and 2,884,660 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A Shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A Shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A Shares until the warrants expire or are redeemed. If a registration statement covering the Class A Shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants have an exercise price of $11.50 per share, subject to adjustment, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share
F-23
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 6 — Derivative Warrant Liabilities (cont.)
redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A Shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
Redemption of Public Warrants when the price per Public Share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash:
• in whole and not in part;
• at a price of $0.01 per Public Warrant;
• upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and
• if, and only if, the closing price of the Public Shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Redemption of Public Warrants when the price per share of Public Shares equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants:
• in whole and not in part;
• at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Public Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Public Shares; and
• if, and only if, the closing price of Public Shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders.
The “fair market value” of Public Shares shall mean the volume weighted average price of Public Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the Public Warrants be exercisable in connection with this redemption feature for more than 0.361 Public Shares per Public Warrant (subject to adjustment).
If the Company is unable to complete a Business Combination within the Combination and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.
F-24
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 7 — Shareholders’ Deficit
Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2025 and December 31, 2024, there were no shares of preferred stock issued or outstanding.
Class A Common Stock — The Company is authorized to issue 35,000,000 Class A Shares with a par value of $0.0001 per share. As of September 30, 2025 and December 31, 2024, there were 2,338,586 Class A Shares issued and outstanding, all of which were subject to possible redemption and were classified outside of permanent equity on the accompanying condensed balance sheets.
Class B Common Stock — The Company is authorized to issue 5,000,000 Class B Shares with a par value of $0.0001 per share. As of September 30, 2025 and December 31, 2024, there were 1,579,750 Class B Shares issued and outstanding.
Common shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class B Shares will have the right to elect all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of Class B Shares and holders of Class A Shares will vote together as a single class, except as required by applicable law or stock exchange rule.
The Company’s Charter, as amended in connection with the Special Meeting held on January 2, 2024, provides for the right of a holder of Class B Shares to convert their Class B Shares into Class A Shares, at any time and from time to time at the election of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A Shares outstanding after such conversion (after giving effect to any redemptions of shares of Public Shares by Public Shareholders), including the total number of Class A Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Shares or equity-linked securities or rights exercisable for or convertible into Class A Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans and Contributions and any Class A Shares issued to the Sponsor upon conversion of the Overfunding Loans. In no event will the conversion of Class B Shares occur on a less than one-for-one basis.
Note 8 — Fair Value Measurements
The following tables present information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024, by level within the fair value hierarchy:
September 30, 2025
|
Description |
Quoted Prices |
Significant |
Significant |
||||||
|
Liabilities: |
|
|
|
||||||
|
Derivative warrant liabilities – Public Warrants |
$ |
— |
$ |
5,592,320 |
$ |
— |
|||
|
Derivative warrant liabilities – Private Warrants |
$ |
— |
$ |
— |
$ |
5,105,850 |
|||
F-25
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 8 — Fair Value Measurements (cont.)
December 31, 2024
|
Description |
Quoted Prices |
Significant |
Significant |
||||||
|
Assets: |
|
|
|
||||||
|
Investments held in Trust Account – U.S. Treasury Bill(1) |
$ |
25,587,986 |
$ |
— |
$ |
— |
|||
|
Liabilities: |
|
|
|
||||||
|
Derivative warrant liabilities – Public Warrants |
$ |
— |
$ |
758,280 |
$ |
— |
|||
|
Derivative warrant liabilities – Private Warrants |
$ |
— |
$ |
— |
$ |
692,320 |
|||
____________
(1) The cash balance within the Trust Account includes $617 as of December 31, 2024.
Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2022 when the Public Warrants were separately listed and traded. As of September 30, 2025 and December 31, 2024, the fair value measurement for Public Warrants was transferred to Level 2 measurement due to low trading volume. Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
The fair value of the Public Warrants and the Private Placement Warrants was initially measured using Black-Scholes option pricing model and Monte Carlo simulation method, respectively. Beginning in December 2022, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Private Placement Warrants was determined using a Monte Carlo simulation method with Level 3 inputs as of September 30, 2025 and December 31, 2024. Inherent in a Black-Scholes option pricing model and a Monte Carlo simulation method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates of September 30, 2025 and December 31, 2024:
|
As of |
As of |
|||||||
|
Exercise price |
$ |
11.50 |
|
$ |
11.50 |
|
||
|
Stock price |
$ |
12.30 |
|
$ |
10.66 |
|
||
|
Volatility |
|
3.3 |
% |
|
3.3 |
% |
||
|
Risk-free rate |
|
3.7 |
% |
|
4.3 |
% |
||
|
Expected terms (years) |
|
5.17 |
|
|
5.25 |
|
||
|
Dividend yield |
|
0.0 |
% |
|
0.0 |
% |
||
F-26
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 8 — Fair Value Measurements (cont.)
The changes in the Level 3 fair value of the derivative warrant liabilities for the three and nine months ended September 30, 2025 and 2024 are summarized as follows:
Note 9 — Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s Chief Financial Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
|
For the three months ended |
For the nine months ended |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Investment income from cash and investments held in Trust Account |
$ |
276,031 |
|
$ |
334,799 |
|
$ |
808,843 |
|
$ |
1,004,720 |
|
||||
|
General and administrative expenses |
|
(1,961,956 |
) |
|
(184,903 |
) |
|
(3,232,917 |
) |
|
(792,683 |
) |
||||
|
Tax expenses |
|
(91,390 |
) |
|
(246,290 |
) |
|
(190,753 |
) |
|
(798,193 |
) |
||||
|
Other income (expenses) |
|
846,180 |
|
|
104 |
|
|
(9,247,474 |
) |
|
351 |
|
||||
|
Net loss |
$ |
(931,135 |
) |
$ |
145,480 |
|
$ |
(11,862,301 |
) |
$ |
(344,035 |
) |
||||
The CODM reviews investment income from cash and investments in Trust Account to measure and monitor shareholders value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the unaudited condensed financial statements, except as noted below.
Subsequent to September 30, 2025, the Company borrowed an additional amount of $50,000 under the Convertible Note, increasing the total amount outstanding to $1,141,667, and contributed the full proceeds into the Trust Account in connection with an extension of the Combination Period to November 29, 2025.
In addition, subsequent to September 30, 2025, the Sponsor paid an aggregate of $51,000 for additional expenses on behalf of the Company.
F-27
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
dMY Squared Technology Group, Inc.:
Opinion on the Financial Statements
We have audited the accompanying balance sheets of dMY Squared Technology Group, Inc. (the “Company”) as of December 31, 2024 and 2023, the related statements of operations, changes in shareholders’ deficit and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023 in conformity with accounting principles generally accepted in the United States of America.
Emphasis of a Matter — Corporate and Income Tax Withdrawals from Trust Account
As discussed in Note 1 to the financial statements, the Company withdrew $1.9 million of interest income earned in the Trust Account for payment of the Company’s corporate and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account. Through December 31, 2024, the Company did not use such funds to pay its tax obligations and instead deposited the funds in the Company’s unrestricted general account, and they were used for the payment of general operating expenses. The use of funds was not in accordance with the Trust Agreement.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to complete a business combination by April 29, 2025, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and liquidity condition and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Emphasis of a Matter — Restatement of Unaudited Interim Condensed Financial Statements
As discussed in Note 2 to the financial statements, the unaudited interim condensed financial statements as of and for the three months ended March 31, 2024, as of and for the three and six months ended June 30, 2024, and as of and for the three and nine months ended September 30, 2024 have been restated to correct certain misstatements.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
F-28
Table of Contents
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2022.
New York, New York
April 2, 2025
PCAOB ID Number 100
F-29
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
BALANCE SHEETS
|
December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Assets: |
|
|
|
|
||||
|
Current assets: |
|
|
|
|
||||
|
Cash |
$ |
309,399 |
|
$ |
9 |
|
||
|
Prepaid expenses |
|
133,023 |
|
|
155,625 |
|
||
|
Total current assets |
|
442,422 |
|
|
155,634 |
|
||
|
Investments held in Trust Account |
|
25,587,986 |
|
|
67,545,266 |
|
||
|
Total Assets |
$ |
26,030,408 |
|
$ |
67,700,900 |
|
||
|
Liabilities and Shareholders’ Deficit: |
|
|
|
|
||||
|
Current liabilities: |
|
|
|
|
||||
|
Accounts payable |
$ |
486,018 |
|
$ |
505,955 |
|
||
|
Accrued expenses |
|
777,616 |
|
|
577,446 |
|
||
|
Convertible note – related parties |
|
641,667 |
|
|
— |
|
||
|
Advances from related parties |
|
389,871 |
|
|
185,121 |
|
||
|
Corporate tax payable |
|
180,115 |
|
|
374,267 |
|
||
|
Income tax payable |
|
303,913 |
|
|
511,031 |
|
||
|
Total current liabilities |
|
2,779,200 |
|
|
2,153,820 |
|
||
|
Overfunding loans |
|
947,850 |
|
|
947,850 |
|
||
|
Derivative warrant liabilities |
|
1,450,600 |
|
|
906,630 |
|
||
|
Deferred underwriting commissions |
|
2,211,650 |
|
|
2,211,650 |
|
||
|
Total Liabilities |
|
7,389,300 |
|
|
6,219,950 |
|
||
|
Commitments and Contingencies |
|
|
|
|
||||
|
Class A common stock, $0.0001 par value; 35,000,000 shares authorized; 2,338,586 and 6,319,000 shares subject to possible redemption at approximately $10.90 and $10.53 per share as of December 31, 2024 and 2023, respectively |
|
25,487,987 |
|
|
66,559,968 |
|
||
|
Shareholders’ Deficit: |
|
|
|
|
||||
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no ne issued or outstanding as of December 31, 2024 and 2023 |
|
— |
|
|
— |
|
||
|
Class A common stock, $0.0001 par value; 35,000,000 shares authorized; no non-redeemable shares issued or outstanding as of December 31, 2024 and 2023 |
|
— |
|
|
— |
|
||
|
Class B common stock, $0.0001 par value; 5,000,000 shares authorized; 1,579,750 shares issued and outstanding as of December 31, 2024 and 2023 |
|
158 |
|
|
158 |
|
||
|
Additional paid-in capital |
|
— |
|
|
— |
|
||
|
Accumulated deficit |
|
(6,847,037 |
) |
|
(5,079,176 |
) |
||
|
Total shareholders’ deficit |
|
(6,846,879 |
) |
|
(5,079,018 |
) |
||
|
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Shareholders’ Deficit |
$ |
26,030,408 |
|
$ |
67,700,900 |
|
||
The accompanying notes are an integral part of these financial statements.
F-30
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
STATEMENTS OF OPERATIONS
|
For the years ended |
||||||||
|
2024 |
2023 |
|||||||
|
General and administrative expenses |
$ |
1,088,400 |
|
$ |
1,472,490 |
|
||
|
Corporate tax expenses |
|
47,164 |
|
|
413,612 |
|
||
|
Loss from operations |
|
(1,135,564 |
) |
|
(1,886,102 |
) |
||
|
Other income (expenses): |
|
|
|
|
||||
|
Interest income on operating account |
|
441 |
|
|
46 |
|
||
|
Investment income from investments held in Trust Account |
|
1,294,140 |
|
|
3,145,323 |
|
||
|
Change in fair value of derivative warrant liabilities |
|
(543,970 |
) |
|
1,571,480 |
|
||
|
Total other income |
|
750,611 |
|
|
4,716,849 |
|
||
|
Net income before provision for income taxes |
|
(384,953 |
) |
|
2,830,747 |
|
||
|
Provision for income taxes |
|
434,457 |
|
|
533,816 |
|
||
|
Net income (loss) |
$ |
(819,410 |
) |
$ |
2,296,931 |
|
||
|
Weighted average shares outstanding of Class A common stock, basic and diluted |
|
2,371,212 |
|
|
6,319,000 |
|
||
|
Basic and diluted net income (loss) per share, Class A common stock |
$ |
(0.21 |
) |
$ |
0.29 |
|
||
|
Weighted average shares outstanding of Class B common stock, basic and diluted |
|
1,579,750 |
|
|
1,579,750 |
|
||
|
Basic and diluted net income (loss) per share, Class B common stock |
$ |
(0.21 |
) |
$ |
0.29 |
|
||
The accompanying notes are an integral part of these financial statements.
F-31
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
|
For the year ended December 31, 2024 |
||||||||||||||||
|
Class B |
Additional |
Accumulated |
Total |
|||||||||||||
|
Shares |
Amount |
|||||||||||||||
|
Balance – December 31, 2023 |
1,579,750 |
$ |
158 |
$ |
— |
$ |
(5,079,176 |
) |
$ |
(5,079,018 |
) |
|||||
|
Increase in redemption value of Class A common stock subject to redemption due to extension |
— |
|
— |
|
— |
|
(641,667 |
) |
|
(641,667 |
) |
|||||
|
Remeasurement for Class A common stock subject to redemption |
— |
|
— |
|
— |
|
(306,784 |
) |
|
(306,784 |
) |
|||||
|
Net loss |
— |
|
— |
|
— |
|
(819,410 |
) |
|
(819,410 |
) |
|||||
|
Balance – December 31, 2024 |
1,579,750 |
$ |
158 |
$ |
— |
$ |
(6,847,037 |
) |
$ |
(6,846,879 |
) |
|||||
|
For the year ended December 31, 2023 |
||||||||||||||||
|
Class B |
Additional |
Accumulated |
Total |
|||||||||||||
|
Shares |
Amount |
|||||||||||||||
|
Balance – December 31, 2022 |
1,579,750 |
$ |
158 |
$ |
— |
$ |
(5,178,213 |
) |
$ |
(5,178,055 |
) |
|||||
|
Remeasurement for Class A common stock to redemption amount |
— |
|
— |
|
— |
|
(2,197,894 |
) |
|
(2,197,894 |
) |
|||||
|
Net income |
— |
|
— |
|
— |
|
2,296,931 |
|
|
2,296,931 |
|
|||||
|
Balance – December 31, 2023 |
1,579,750 |
$ |
158 |
$ |
— |
$ |
(5,079,176 |
) |
$ |
(5,079,018 |
) |
|||||
The accompanying notes are an integral part of these financial statements.
F-32
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
STATEMENTS OF CASH FLOWS
|
For the years ended |
||||||||
|
2024 |
2023 |
|||||||
|
Cash Flows from Operating Activities: |
|
|
|
|
||||
|
Net (loss) income |
$ |
(819,410 |
) |
$ |
2,296,931 |
|
||
|
Adjustments to reconcile net (loss) income to net cash used in operating activities: |
|
|
|
|
||||
|
Investment income from investments held in Trust Account |
|
(1,294,140 |
) |
|
(3,145,323 |
) |
||
|
Change in fair value of derivative warrant liabilities |
|
543,970 |
|
|
(1,571,480 |
) |
||
|
General and administrative expenses paid by related party under promissory note |
|
366,192 |
|
|
— |
|
||
|
Changes in operating assets and liabilities: |
|
|
|
|
||||
|
Prepaid expenses |
|
22,602 |
|
|
409,847 |
|
||
|
Accounts payable |
|
(13,937 |
) |
|
369,438 |
|
||
|
Accrued expenses |
|
200,170 |
|
|
303,827 |
|
||
|
Advances from related parties |
|
— |
|
|
92,989 |
|
||
|
Corporate tax payable |
|
(194,152 |
) |
|
218,612 |
|
||
|
Income tax payable |
|
(207,118 |
) |
|
424,817 |
|
||
|
Net cash used in operating activities |
|
(1,395,823 |
) |
|
(600,342 |
) |
||
|
Cash Flows from Investing Activities: |
|
|
|
|
||||
|
Cash deposited in Trust Account for extension |
|
(641,667 |
) |
|
— |
|
||
|
Withdrawal from Trust Account to pay for taxes |
|
1,872,655 |
|
|
304,000 |
|
||
|
Withdrawal from Trust Account to pay for redemption |
|
42,020,432 |
|
|
— |
|
||
|
Net cash provided by investing activities |
|
43,251,420 |
|
|
304,000 |
|
||
|
Cash Flows from Financing Activities: |
|
|
|
|
||||
|
Advances from related parties |
|
— |
|
|
57,812 |
|
||
|
Repayment of advances to related party |
|
(167,442 |
) |
|
— |
|
||
|
Proceeds received from related parties under convertible note |
|
641,667 |
|
|
— |
|
||
|
Redemption of Class A common stock |
|
(42,020,432 |
) |
|
— |
|
||
|
Net cash (used in) provided by financing activities |
|
(41,546,207 |
) |
|
57,812 |
|
||
|
Net change in cash |
|
309,390 |
|
|
(238,530 |
) |
||
|
Cash – Beginning of the year |
|
9 |
|
|
238,539 |
|
||
|
Cash – End of the year |
$ |
309,399 |
|
$ |
9 |
|
||
|
Supplemental disclosure of noncash activities: |
|
|
|
|
||||
|
Accounts payable paid by related party |
$ |
6,000 |
|
$ |
34,320 |
|
||
|
Increase in redemption value of Class A common stock subject to redemption due to extension |
$ |
641,667 |
|
$ |
— |
|
||
|
Remeasurement for Class A common stock subject to redemption |
$ |
306,784 |
|
$ |
— |
|
||
|
Supplemental cash flow information: |
|
|
|
|
||||
|
Cash paid for federal income taxes |
$ |
508,883 |
|
$ |
304,000 |
|
||
The accompanying notes are an integral part of these financial statements
F-33
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 1 — Description of Organization and Business Operations
dMY Squared Technology Group, Inc. (the “Company”) is a blank check company incorporated in Massachusetts. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of December 31, 2024, the Company had not commenced any operations. All activity for the period from February 15, 2022 (inception) through December 31, 2024 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The Company’s sponsor is dMY Squared Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2022. On October 4, 2022, the Company consummated its Initial Public Offering of 6,000,000 units (the “units” and, with respect to the Class A common stock included in the units offered, the “Class A Shares” or the “Public Shares”), at $10.00 per unit, generating gross proceeds of $60.0 million, and incurring offering costs of approximately $3.7 million, of which $2.1 million and approximately $26,000 were for deferred underwriting commissions (see Note 6) and offering costs allocated to derivative warrant liabilities, respectively. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 additional units (the “Over-Allotment Units”), generating gross proceeds of approximately $3.2 million (the “Partial Over-Allotment”). The underwriter waived the remainder of its over-allotment option. The Company incurred additional offering costs of approximately $156,000 in connection with the Partial Over-Allotment (of which approximately $112,000 was for deferred underwriting fees).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,840,000 warrants (the “Initial Private Placement Warrants”), at a price of $1.00 per Initial Private Placement Warrant to the Sponsor, generating proceeds of approximately $2.8 million (see Note 5). On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 44,660 private placement warrants at $1.00 per private placement warrant (the “Additional Private Placement Warrants”, and together with the Initial Private Placement Warrants, the “Private Placement Warrants”), generating additional gross proceeds of approximately $45,000.
In addition, concurrently with the closing of the Initial Public Offering, the Sponsor extended an overfunding loan to the Company in an amount of $900,000 at no interest (the “Initial Overfunding Loan”) to deposit in the Trust Account (as defined below). On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended a further overfunding loan to the Company in an aggregate amount of $47,850 (the “Additional Overfunding Loan”, and together with the Initial Overfunding Loan, the “Overfunding Loans”) to deposit in the Trust Account.
Upon the closing of the Initial Public Offering, the Partial Over-Allotment, the Private Placement and the Overfunding Loans, approximately $64.1 million ($10.15 per unit) of the net proceeds of the sale of the units and the Private Placement Warrants and the proceeds from the Overfunding Loans were initially placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee. According to the terms of the Investment Management Trust Agreement, dated October 4, 2022, between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), the proceed was invested in United States government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination, (ii) the redemption of Public Shares properly submitted in connection with a shareholder vote to amend the
F-34
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 1 — Description of Organization and Business Operations (cont.)
Amended and Restated Articles of Organization (the “Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (iii) return of the funds held in the Trust Account to holders of Public Shares (the “Public Shareholders”) as part of the redemption of the Public Shares if the Company does not complete an initial Business Combination during the Combination Period. On September 25, 2024, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to transfer its Trust Account out of investment in securities into an interest-bearing bank deposit account in order to mitigate the risk of being deemed an unregistered investment company.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the funds held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company provides Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders’ meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.15 per Public Share).
The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6).
These Public Shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company’s Charter initially required the Company to not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.
In January 2024, the shareholders approved the proposal to amend the Charter and eliminate such Redemption Limitation (as defined below). If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
F-35
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 1 — Description of Organization and Business Operations (cont.)
The Company’s Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Sponsor and the Company’s officers agreed not to propose an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below), or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The Company’s Charter initially provided 15 months from the closing of the Initial Public Offering, or January 4, 2024 (the “Prior Outside Date”), to consummate an initial Business Combination. The Charter also permitted the Company, by resolution of the board of directors, to extend the period of time to consummate a Business Combination twice by an additional 3-month period (for a total of 21 months to complete a Business Combination), subject to the Sponsor depositing into the Trust Account $631,900 in the aggregate for each extension (the “Prior Contributions”). The Sponsor did not intend to deposit such Prior Contributions into the Trust Account. Accordingly, following January 4, 2024, the Company would have been forced to liquidate.
The Company’s board determined that, in order for the Company to have additional time to complete a Business Combination in a more cost effective manner, it would be in the best interests of the Company and its shareholders to extend the Prior Outside Date to allow for a period of additional time to consummate the Business Combination. On January 2, 2024, the Company held a special meeting of its shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders approved an amendment of the Charter to extend (the “Extension”) the date by which the Company has to consummate a Business Combination from January 4, 2024 to January 29, 2024 (the “Extended Date”) and each subsequent Extension Period being one calendar month each time, until up to December 29, 2025 (each, an “Additional Extended Date”, each monthly extension, an “Extension Period”, and such period in its entirety, from the Initial Public Offering until the final Additional Extended Date, the “Combination Period”), only if the Sponsor or its designee would deposit (the “Contribution”) into the Trust Account as a loan, (i) on or before January 4, 2024, with respect to the initial extension to the Extended Date, an amount of $41,667, and (ii) one business day following the public announcement by the Company disclosing that the board of directors has determined to implement an additional monthly extension, with respect to each such Extension Period, an amount of $50,000. In connection with the shareholder approval of the Extension, an aggregate of 3,980,414 Public Shares were redeemed, and the Company paid approximately $42.0 million accordingly on January 4, 2024.
At the Special Meeting, the Company’s shareholders also approved proposals to (1) amend the Charter to provide for the right of a holder of Class B Shares (as defined below) to convert their Class B Shares into Class A Shares on a one-for-one basis at any time and from time to time at the election of the holder; (2) amend the Charter to eliminate from the Charter (i) the limitation that the Company may not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a Business Combination unless it has net tangible assets of at least $5,000,001 (collectively, the “Redemption Limitation”); (3) amend the Charter to permit the board of directors, in its sole discretion, to elect to wind up operations on an earlier date than the Extended Date or Additional Extended Date, as applicable, as determined by the board of directors and included in a public announcement (the “Liquidation Amendment”); and (4) amend the Investment Management Trust Agreement between the Company and Continental Stock Transfer and Trust Company to reflect the Extension and the Liquidation Amendment.
In connection with the Contribution and advances the Sponsor or its affiliates may make in the future to the Company for working capital expenses, on January 2, 2024, the Company issued a convertible promissory note to Harry L. You, Chairman and Chief Financial Officer and an affiliate of the Sponsor (the “Payee”), with a principal amount up to $1.75 million (the “Convertible Note”). The Convertible Note bears no interest and is repayable on the
F-36
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 1 — Description of Organization and Business Operations (cont.)
earlier of (i) the date on which the Company consummates an initial Business Combination and (ii) the liquidation date. If the Company does not consummate a Business Combination before the end of the Combination Period, the Convertible Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of the initial Business Combination, up to $1,500,000 of the outstanding principal of the Convertible Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the Payee. Since January 2, 2024, the board of directors has elected to extend the liquidation date to April 29, 2025. Accordingly, the Company has drawn down from the Convertible Note and deposited $791,667 into the Trust Account in connection with such extensions.
If the Company is unable to complete the Business Combination before the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law.
If the initial shareholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.15. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Tax Withdrawals from Trust Account
In January 2024 and April 2024, the Company withdrew a total of approximately $1.9 million of funds from the Trust Account for purposes of payment of tax liabilities and tax estimates, and such funds were deposited into the Company’s operating account. Funds representing interest earned on the amounts held in the Trust Account are permitted to be withdrawn from the Trust Account for the payment of taxes under the Company’s Charter and the terms
F-37
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 1 — Description of Organization and Business Operations (cont.)
of the Trust Agreement. On April 17, 2024, the Company paid approximately $0.89 million for 2023 taxes, leaving approximately $0.97 million remaining to be used for upcoming tax estimates. The Company used approximately $0.69 million of the balance of the withdrawn funds for the payment of general operating expenses. Management determined that the use of funds was not in accordance with the Trust Agreement, and, in March 2025, dMY Squared Sponsor, LLC advanced approximately $0.73 million to the Company representing the amount of such operating expenses plus approximately $0.04 million in respect of interest that would have been earned on the remaining amount of approximately $0.97 million for the period from the original withdrawals to the date of the advance. The Company paid an aggregate of approximately $0.75 million for tax obligations on March 21, 2025. On March 25, 2025, the Company re-contributed to the Trust Account approximately $0.22 million of the remaining amounts not used for payment of taxes plus approximately $0.04 million in respect of interest that would have been earned had such funds remained in the Trust Account.
Going Concern Consideration
As of December 31, 2024, the Company had approximately $309,000 in cash and working capital deficit of approximately $2.3 million. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.
Prior to the consummation of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5) and a loan under the Note (as defined in Note 5) in the amount of approximately $145,000. The Company fully repaid the Note balance on October 4, 2022. The Note was no longer available to the Company after closing of its Initial Public Offering. Subsequent to the closing of the Initial Public Offering and the Partial Over-Allotment, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account and advances from related parties (approximately $390,000 outstanding as of December 31, 2024).
In addition, in order to provide the Contribution and to finance transaction costs in connection with a Business Combination, the Company issued the Convertible Note to the Payee with a principal amount up to $1.75 million on January 2, 2024 as discussed above. As of December 31, 2024, the Company had an outstanding amount of $641,667 under the Convertible Note. Subsequent to December 31, 2024, the Company borrowed and an additional amount of $150,000, increasing the total amount outstanding under the Convertible Note to $791,667. All proceeds received under the Convertible Note were contributed into the Trust Account in connection with extensions to extend the Combination Period to April 29, 2025.
In connection with the management’s assessment of going concern considerations in accordance with FASB Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements — Going Concern,” the Company’s management has determined that the liquidity condition, mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about its ability to continue as a going concern through the earlier of the liquidation date or the completion of the initial Business Combination. There is no assurance that the Company’s plans to consummate the initial Business Combination will be successful or successful within the Combination Period. The financial statements included in this Report do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
Various macroeconomic, geopolitical and regulatory uncertainties and challenges pose risks to economic conditions in the U.S. and globally, including, among others, any resurgence in inflation; changes to trade, immigration, energy and other policies resulting from the new U.S. administration; changes in interest rate policies; the Russia-Ukraine war; conflicts in the Middle East; and economic conditions and tensions involving China.
F-38
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 1 — Description of Organization and Business Operations (cont.)
These and other risks could negatively impact economic growth rates and unemployment levels in the U.S. and other countries and result in volatility and disruptions in financial markets. Such risks could also adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
Note 2 — Restatement of Previously Issued Unaudited Condensed Financial Statements
The Company identified an error in the formula for the redemption value for Class A shares subject to possible redemption as of March 31, 2024, June 30, 2024 and September 30, 2024 due to the incorrect calculation of amounts allowed to be withdrawn from the Trust Account under the Trust Agreement as discussed in Note 1. Therefore, the audit committee of the board of directors, in consultation with management, concluded that the Company’s previously issued unaudited condensed financial statements for the quarter ended March 31, 2024, June 30, 2024 and September 30, 2024 (the “Affected Periods”) should not be relied upon and should be restated to reflect the correct redemption value for the Class A shares subject to possible redemption. On March 25, 2025, the Company re-contributed to the Trust Account approximately $0.22 million of the amounts not used for payment of taxes plus approximately $0.04 million in respect of interest that would have been earned had such funds remained in the Trust Account.
Impact of the Restatement
The impact of the restatement on the unaudited condensed financial statements for the Affected Periods is presented below.
The following tables contain unaudited condensed quarterly financial information for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024 that have been updated to reflect the restatements of the Company’s financial statements as described above. The restatements had no impact on the statement of operations or cash flows. The Company has not amended its previously filed Quarterly Reports on Form 10-Q for the Affected Periods. The financial information that had been previously filed or otherwise reported for the Affected Periods is superseded by the information in this Annual Report, and the financial statements and related financial information for the Affected Periods contained in such previously filed reports should no longer be relied upon.
Balance Sheets (Unaudited)
As of March 31, 2024
|
As Previously |
Restatement |
As Restated |
|||||||||
|
Total Assets |
$ |
25,939,067 |
|
— |
|
$ |
25,939,067 |
|
|||
|
Total Liabilities |
|
6,647,003 |
|
— |
|
|
6,647,003 |
|
|||
|
Class A common stock subject to possible redemption |
|
24,086,704 |
|
853,537 |
|
|
24,940,241 |
|
|||
|
Shareholders’ Deficit: |
|
|
|
|
|
||||||
|
Class B common stock |
|
158 |
|
— |
|
|
158 |
|
|||
|
Accumulated deficit |
|
(4,794,798 |
) |
(853,537 |
) |
|
(5,648,335 |
) |
|||
|
Total shareholders’ deficit |
|
(4,794,640 |
) |
(853,537 |
) |
|
(5,648,177 |
) |
|||
|
Total Liabilities, Class A common Stock Subject to Possible Redemption and Shareholders’ Deficit |
$ |
25,939,067 |
|
— |
|
$ |
25,939,067 |
|
|||
F-39
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 2 — Restatement of Previously Issued Unaudited Condensed Financial Statements (cont.)
As of June 30, 2024
|
As Previously |
Restatement |
As Restated |
|||||||||
|
Total Assets |
$ |
25,164,097 |
|
— |
|
$ |
25,164,097 |
|
|||
|
Total Liabilities |
|
6,193,094 |
|
— |
|
|
6,193,094 |
|
|||
|
Class A common stock subject to possible redemption |
|
24,009,457 |
|
554,310 |
|
|
24,563,767 |
|
|||
|
Shareholders’ Deficit: |
|
|
|
|
|
||||||
|
Class B common stock |
|
158 |
|
— |
|
|
158 |
|
|||
|
Accumulated deficit |
|
(5,038,612 |
) |
(554,310 |
) |
|
(5,592,922 |
) |
|||
|
Total shareholders’ deficit |
|
(5,038,454 |
) |
(554,310 |
) |
|
(5,592,764 |
) |
|||
|
Total Liabilities, Class A common Stock Subject to Possible Redemption and Shareholders’ Deficit |
$ |
25,164,097 |
|
— |
|
$ |
25,164,097 |
|
|||
As of September 30, 2024
|
As Previously |
Restatement |
As Restated |
|||||||||
|
Total Assets |
$ |
25,554,494 |
|
— |
|
$ |
25,554,494 |
|
|||
|
Total Liabilities |
|
6,438,011 |
|
— |
|
|
6,438,011 |
|
|||
|
Class A common stock subject to possible redemption |
|
24,247,966 |
|
800,600 |
|
|
25,048,566 |
|
|||
|
Shareholders’ Deficit: |
|
|
|
|
|
||||||
|
Class B common stock |
|
158 |
|
— |
|
|
158 |
|
|||
|
Accumulated deficit |
|
(5,131,641 |
) |
(800,600 |
) |
|
(5,932,241 |
) |
|||
|
Total shareholders’ deficit |
|
(5,131,483 |
) |
(800,600 |
) |
|
(5,932,083 |
) |
|||
|
Total Liabilities, Class A common Stock Subject to Possible Redemption and Shareholders’ Deficit |
$ |
25,554,494 |
|
— |
|
$ |
25,554,494 |
|
|||
Statements of Changes in Shareholders’ Deficit (Unaudited)
For the three months ended March 31, 2024
|
As Previously |
Restatement |
As |
||||||||
|
Remeasurement for Class A common stock subject to possible redemption – Accumulated Deficit |
$ |
644,499 |
(853,537 |
) |
$ |
(209,038 |
) |
|||
For the three months ended June 30, 2024
|
|
As Previously |
Restatement |
|
As Restated |
||||
|
Remeasurement for Class A common stock subject to possible redemption – Accumulated Deficit |
$ |
227,247 |
299,227 |
$ |
526,474 |
For the three months ended September 30, 2024
|
As Previously |
Restatement |
As Restated |
|||||||||
|
Remeasurement for Class A common stock subject to possible redemption – Accumulated Deficit |
$ |
(88,509 |
) |
(246,290 |
) |
$ |
(334,799 |
) |
|||
F-40
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 3 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
As described in Note 2 — Restatement of Previously Issued Financial Statements, the Company’s financial statements for the Affected Periods are restated in this Annual Report to correct the calculations of the redemption value for Class A shares subject to possible redemption in the Company’s previously issued unaudited condensed financial statements for such periods. The restated financial statements are indicated as “Restated” in the unaudited condensed financial statements and accompanying notes, as applicable. See Note 2 — Restatement of Previously Issued Financial Statements for further discussion.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2024 and 2023.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, regularly exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
F-41
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 3 — Summary of Significant Accounting Policies (cont.)
Investments Held in Trust Account
The Company’s portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities other than for the Overfunding Loan to the Sponsor, which qualifies as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, either because of the short-term nature of the instruments or because the instrument is recognized at fair value.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Warrant Liabilities
The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and will adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value will be recognized in the statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using the Black-Scholes model and the Monte Carlo simulation model, respectively. Beginning in December 2022, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Private Placement Warrants
F-42
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 3 — Summary of Significant Accounting Policies (cont.)
was subsequently determined using the Monte Carlo simulation method with Level 3 inputs. The determination of the fair value of the derivative warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly (see Note 9).
Convertible Note Payable — Related Parties
The option to convert the Convertible Note issued to the Payee on January 2, 2024 (see Note 5) into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value, with subsequent changes in fair value recognized in the Company’s statements of operations each reporting period until the Convertible Note is repaid or converted. As of the funding date and December 31, 2024, the fair value of the embedded conversion option had a de minimis value.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A Shares were charged against the carrying value of Class A Shares upon the completion of the Initial Public Offering.
Public Shares Subject to Possible Redemption
As discussed in Note 1, all of the Public Shares sold as parts of the units in the Initial Public Offering contain a redemption feature. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Therefore, the carrying value of all Public Shares has been classified outside of permanent equity. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Public Shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
F-43
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 3 — Summary of Significant Accounting Policies (cont.)
As of December 31, 2024 and 2023, the amounts of Public Shares reflected on the balance sheets are reconciled in the following table:
|
Class A common stock subject to possible redemption – December 31, 2022 |
$ |
64,362,074 |
|
|
|
Plus: |
|
|
||
|
Remeasurement for Class A common stock subject to redemption |
|
2,197,894 |
|
|
|
Class A common stock subject to possible redemption – December 31, 2023 |
|
66,559,968 |
|
|
|
Plus: |
|
|
||
|
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension |
|
641,667 |
|
|
|
Remeasurement for Class A common stock subject to redemption |
|
306,784 |
|
|
|
Less: |
|
|
||
|
Redemption of Class A common stock subject to possible redemption |
|
(42,020,432 |
) |
|
|
Class A common stock subject to possible redemption – December 31, 2024 |
$ |
25,487,987 |
|
Net Income (Loss) per Common Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Shares and Class B Shares (or Public Shares and Founder Shares (as defined in Note 4)). Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period. The Company has not considered the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 6,044,160 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Public Shares is excluded from earnings per share as the redemption value approximates fair value.
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share of common stock for each class of common stock for years ended December 31, 2024 and 2023:
|
For the years ended December 31, |
||||||||||||||
|
2024 |
2023 |
|||||||||||||
|
Class A |
Class B |
Class A |
Class B |
|||||||||||
|
Basic and diluted net income (loss) per common share: |
|
|
|
|
|
|
||||||||
|
Numerator: |
|
|
|
|
|
|
||||||||
|
Allocation of net income (loss) |
$ |
(491,778 |
) |
$ |
(327,632 |
) |
$ |
1,837,545 |
$ |
459,386 |
||||
|
Denominator: |
|
|
|
|
|
|
||||||||
|
Basic and diluted weighted average common shares outstanding |
|
2,371,212 |
|
|
1,579,750 |
|
|
6,319,000 |
|
1,579,750 |
||||
|
Basic and diluted net income (loss) per common share |
$ |
(0.21 |
) |
$ |
(0.21 |
) |
$ |
0.29 |
$ |
0.29 |
||||
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
F-44
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 3 — Summary of Significant Accounting Policies (cont.)
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2024 and 2023, the Company had gross deferred tax assets of approximately $949,000 and $505,000, respectively, which were presented net of a full valuation allowance.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2024 and 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.
Recent Accounting Pronouncements
In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company adopted ASU 2022 03 effective January 1, 2024, and the adoption did not have a material impact on the Company’s financial statements or disclosures for year ended December 31, 2024.
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU expand public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The Company adopted ASU 2023-07, which did not have a material impact on the financial statements.
Note 4 — Initial Public Offering
On October 4, 2022, the Company consummated its Initial Public Offering of 6,000,000 units at a price of $10.00 per unit, generating gross proceeds of $60.0 million, and incurring offering costs of approximately $3.7 million, of which $2.1 million and approximately $26,000 was for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. The Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 900,000 additional units, at $10.00 per unit, to cover over-allotments. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 additional units, generating gross proceeds of approximately $3.2 million. The underwriter waived the remainder of its over-allotment option. The Company incurred additional offering costs of approximately $156,000 in connection with the Partial Over-Allotment (of which approximately $112,000 was for deferred underwriting fees). Each unit consists of one Public Share and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Public Share at a price of $11.50 per share, subject to adjustment (see Note 7).
F-45
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 5 — Related Party Transactions
Founder Shares
On March 16, 2022, the Sponsor purchased 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares” or the “Class B Shares”) for an aggregate purchase price of $25,000, pursuant to a securities subscription agreement dated March 3, 2022 by and between the Company and the Sponsor (as amended by a subscriber forfeiture and amendment No. 1 to the securities subscription agreement dated September 8, 2022 and a subscriber forfeiture and amendment No. 2 to the securities subscription agreement dated September 29, 2022). On September 8, 2022 and September 29, 2022, the Sponsor surrendered to the Company 718,750 and 431,250 Founder Shares, respectively, in each case for no consideration, resulting in the Sponsor owning 1,725,000 Founder Shares. The initial shareholders agreed to forfeit up to 225,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter partially exercised its over-allotment option on October 11, 2022 and waived the remainder of its over-allotment option. Accordingly, the Sponsor forfeited 145,250 Founder Shares on October 11, 2022.
The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A Shares for cash, securities or other property. Notwithstanding the foregoing, the Founder Shares will be released from the lockup if the closing price of the Company’s Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,840,000 Initial Private Placement Warrants, at a price of $1.00 per Initial Private Placement Warrant, generating proceeds of approximately $2.8 million. On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of 44,660 Additional Private Placement Warrants at $1.00 per Additional Private Placement Warrant, generating additional gross proceeds of approximately $45,000.
Each Private Placement Warrant is exercisable for one Class A Share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, there will be no redemption rights or liquidating distributions with respect to the Private Placement Warrants. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees.
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
F-46
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 5 — Related Party Transactions (cont.)
Related Party Loans
Promissory Note and Advances from Related Parties
On March 3, 2022, the Sponsor agreed to loan the Company an aggregate amount of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the date on which the Company consummated the Initial Public Offering. The Company borrowed approximately $145,000 under the Note and subsequently fully repaid the Note balance on October 4, 2022. The Note was no longer available to the Company after closing of its Initial Public Offering.
The Company’s Sponsor and its affiliates have paid for certain expenses on behalf of the Company. As of December 31, 2024 and 2023, the Company had an outstanding advances balance from such parties of approximately $390,000 and $185,000, respectively. Subsequent to December 31, 2024, the Sponsor advanced an additional amount of approximately $725,000 to the Company to be re-contributed to the Trust Account as discussed in Note 1.
Overfunding Loans
Simultaneously with the closing of the Initial Public Offering, the Sponsor extended the Overfunding Loan to the Company in an aggregate amount of $900,000. On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended the Additional Overfunding Loan to the Company in an amount of $47,850, for an aggregate outstanding principal amount of $947,850 to be deposited in the Trust Account. Upon the closing of the initial Business Combination, the Overfunding Loans will be repaid or converted into Class A Shares at a conversion price of $10.00 per share (or a combination of both), at the Sponsor’s discretion. If the Company does not complete an initial Business Combination, it will not repay the Overfunding Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Public Shareholders; however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account to do so.
Convertible Promissory Note
In connection with the Contribution and advances the Sponsor may make in the future to the Company for working capital expenses, on January 2, 2024, the Company issued a Convertible Note to Harry L. You, Chairman and Chief Financial Officer and an affiliate of the Sponsor with a principal amount up to $1.75 million. The Convertible Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the Company’s liquidation. If the Company does not consummate an initial Business Combination by the end of the Combination Period, the Convertible Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of the Company’s initial Business Combination, up to $1,500,000 of the outstanding principal of the Convertible Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the Payee. Such warrants will have terms identical to the Private Placement Warrants.
As of December 31, 2024, the Company had an outstanding amount of $641,667 under the Convertible Note. Subsequent to December 31, 2024, the Company borrowed an additional amount of $150,000, increasing the total amount outstanding under the Convertible Note to $791,667. All proceeds received under the Convertible Note were contributed into the Trust Account in connection with extensions to extend the Combination Period to April 29, 2025.
The option to convert the Convertible Note into warrants qualifies as an embedded derivative under FASB ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in the Company’s statements of operations each reporting period until the Convertible Note is repaid or converted. As of the funding date and December 31, 2024, the fair value of the embedded conversion option had a de minimis value.
F-47
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 5 — Related Party Transactions (cont.)
Administrative Services Agreement
On October 4, 2022, the Company entered into an agreement pursuant to which it agreed to pay the Sponsor $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company recorded $120,000 in connection with such fees during each of the year ended December 31, 2024 and 2023 in the accompanying statements of operations. The Company recorded an outstanding balance of $190,000 and $70,000 as of December 31, 2024 and 2023, respectively, in connection with such fees in accrued expenses in the accompanying balance sheets.
The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.
Note 6 — Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and the Contributions (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and the Contributions and upon conversion of the Founder Shares and the Overfunding Loans), will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriter was entitled to an underwriting discount of $0.14 per unit, or approximately $0.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or $2.1 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
The underwriter was entitled to an additional fee of approximately $45,000, which was paid upon closing of the Partial Over-Allotment, and approximately $112,000 in deferred underwriting commissions in connection with the consummation of the Partial Over-Allotment.
Note 7 — Derivative Warrant Liabilities
As of December 31, 2024 and 2023, the Company had an aggregate of 6,044,160 warrants outstanding, comprised of 3,159,500 Public Warrants and 2,884,660 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A Shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A Shares issuable upon exercise
F-48
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 7 — Derivative Warrant Liabilities (cont.)
of the warrants and to maintain a current prospectus relating to those Class A Shares until the warrants expire or are redeemed. If a registration statement covering the Class A Shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to % of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to % of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A Shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
Redemption of Public Warrants when the price per Public Share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash:
• in whole and not in part;
• at a price of $0.01 per Public Warrant;
• upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and
• if, and only if, the closing price of the Public Shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
F-49
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 7 — Derivative Warrant Liabilities (cont.)
Redemption of Public Warrants when the price per share of Public Shares equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants:
• in whole and not in part;
• at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Public Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Public Shares; and
• if, and only if, the closing price of Public Shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders.
The “fair market value” of Public Shares shall mean the volume weighted average price of Public Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the Public Warrants be exercisable in connection with this redemption feature for more than 0.361 Public Shares per Public Warrant (subject to adjustment).
If the Company is unable to complete a Business Combination within the Combination and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.
Note 8 — Shareholders’ Deficit
Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2024 and 2023, there were no shares of preferred stock issued or outstanding.
Class A Common Stock — The Company is authorized to issue 35,000,000 Class A Shares with a par value of $0.0001 per share. As of December 31, 2023, there were 6,319,000 Class A Shares issued and outstanding, all of which were subject to possible redemption and were classified outside of permanent equity (deficit) on the accompanying balance sheet.
In connection with the Special Meeting held on January 2, 2024, a total of 3,980,414 Public Shares were redeemed and the Company paid approximately $42.0 million accordingly on January 4, 2024. As of December 31, 2024, there were 2,338,586 Class A Shares issued and outstanding, all of which were subject to possible redemption and were classified outside of permanent equity on the accompanying balance sheet.
Class B Common Stock — The Company is authorized to issue 5,000,000 Class B Shares with a par value of $0.0001 per share. On March 16, 2022, the Company issued 1,725,000 Class B Shares issued and outstanding, which amount has been retroactively restated to reflect the share surrenders on September 8, 2022 and September 29, 2022 as discussed in Note 4. Of these, up to 225,000 Class B Shares were subject to forfeiture to the Company by the initial shareholders for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial shareholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriter partially exercised its over-allotment option on October 11, 2022 and waived the remainder of its over-allotment option. Accordingly, the Sponsor forfeited 145,250 Founder Shares on October 11, 2022. As of December 31, 2024 and 2023, there were 1,579,750 Class B Shares issued and outstanding.
F-50
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 8 — Shareholders’ Deficit (cont.)
Common shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class B Shares will have the right to elect all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of Class B Shares and holders of Class A Shares will vote together as a single class, except as required by applicable law or stock exchange rule.
The Company’s Charter, as amended in connection with the Special Meeting held on January 2, 2024, provides for the right of a holder of Class B Shares to convert their Class B Shares into Class A Shares, at any time and from time to time at the election of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A Shares outstanding after such conversion (after giving effect to any redemptions of shares of Public Shares by Public Shareholders), including the total number of Class A Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Shares or equity-linked securities or rights exercisable for or convertible into Class A Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans and Contributions and any Class A Shares issued to the Sponsor upon conversion of the Overfunding Loans. In no event will the conversion of Class B Shares occur on a less than one-for-one basis.
Note 9 — Fair Value Measurements
The following tables present information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of December 31, 2024 and 2023, by level within the fair value hierarchy:
December 31, 2024
|
Description |
Quoted Prices in |
Significant Other |
Significant Other |
||||||
|
Assets: |
|
|
|
||||||
|
Investments held in Trust Account – Money market fund(1) |
$ |
25,587,986 |
$ |
— |
$ |
— |
|||
|
Liabilities: |
|
|
|
||||||
|
Derivative warrant liabilities – Public Warrants |
$ |
— |
$ |
758,280 |
$ |
— |
|||
|
Derivative warrant liabilities – Private Warrants |
$ |
— |
$ |
— |
$ |
692,320 |
|||
F-51
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 9 — Fair Value Measurements (cont.)
December 31, 2023
|
Description |
Quoted Prices in |
Significant Other |
Significant Other |
||||||
|
Assets: |
|
|
|
||||||
|
Investments held in Trust Account – U.S. Treasury Bill(1) |
$ |
67,545,266 |
$ |
— |
$ |
— |
|||
|
Liabilities: |
|
|
|
||||||
|
Derivative warrant liabilities – Public Warrants |
$ |
— |
$ |
473,930 |
$ |
— |
|||
|
Derivative warrant liabilities – Private Warrants |
$ |
— |
$ |
— |
$ |
432,700 |
|||
____________
(1) Includes $617 and $859 of cash balance held within the Trust Account as of December 31, 2024 and 2023, respectively.
Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2022 when the Public Warrants were separately listed and traded. As of December 31, 2024 and 2023, the fair value measurement for Public Warrants was transferred to Level 2 measurement due to low trading volume. Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
The fair value of the Public Warrants and the Private Placement Warrants was initially measured using Black-Scholes option pricing model and Monte Carlo simulation method, respectively. Beginning in December 2022, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Private Placement Warrants was determined using a Monte Carlo simulation method with Level 3 inputs as of December 31, 2024 and 2023. Inherent in a Black-Scholes option pricing model and a Monte Carlo simulation method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates of December 31, 2024 and 2023:
|
As of |
As of |
|||||||
|
Exercise price |
$ |
11.50 |
|
$ |
11.50 |
|
||
|
Stock price |
$ |
10.66 |
|
$ |
10.60 |
|
||
|
Volatility |
|
3.3 |
% |
|
5.1 |
% |
||
|
Risk-free rate |
|
4.3 |
% |
|
3.77 |
% |
||
|
Expected terms (years) |
|
5.25 |
|
|
5.21 |
|
||
|
Dividend yield |
|
0.0 |
% |
|
0.0 |
% |
||
F-52
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 9 — Fair Value Measurements (cont.)
The changes in the Level 3 fair value of the derivative warrant liabilities for years ended December 31, 2024 and 2023 are summarized as follows:
Note 10 — Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s Chief Financial Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.
When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
|
For the years ended |
||||||
|
2024 |
2023 |
|||||
|
General and administrative expenses |
$ |
1,088,400 |
$ |
1,472,490 |
||
|
Investment income from investments held in Trust Account |
$ |
1,294,140 |
$ |
3,145,323 |
||
The key measures of segment profit or loss reviewed by our CODM are interest earned on marketable securities held in Trust Account and general and administrative expenses. The CODM reviews interest earned marketable securities held in Trust Account to measure and monitor shareholders value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
Note 11 — Income Taxes
The income tax provision consists of the following:
|
December 31, |
December 31, |
|||||||
|
Current |
|
|
|
|
||||
|
Federal |
$ |
261,958 |
|
$ |
575,816 |
|
||
|
State |
|
132,692 |
|
|
— |
|
||
|
Deferred |
|
|
|
|
||||
|
Federal |
|
(420,563 |
) |
|
(309,223 |
) |
||
|
State |
|
(67,622 |
) |
|
— |
|
||
|
Valuation allowance |
|
488,185 |
|
|
309,223 |
|
||
|
Income tax provision |
|
394,650 |
|
|
575,816 |
|
||
|
Adjustment for prior year tax estimate |
|
39,807 |
|
|
(42,000 |
) |
||
|
Income tax provision, net |
$ |
434,457 |
|
$ |
533,816 |
|
||
F-53
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 11 — Income Taxes (cont.)
The Company’s net deferred tax assets are as follows:
|
December 31, |
December 31, |
|||||||
|
Deferred tax assets: |
|
|
|
|
||||
|
Start-up/organization costs |
$ |
949,417 |
|
$ |
505,092 |
|
||
|
Net operating loss carryforwards |
|
— |
|
|
— |
|
||
|
Total deferred tax assets |
|
949,417 |
|
|
505,092 |
|
||
|
Valuation allowance |
|
(949,417 |
) |
|
(505,092 |
) |
||
|
Deferred tax asset, net of allowance |
$ |
— |
|
$ |
— |
|
||
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2024 and 2023, the valuation allowances were approximately $949,000 and $505,000, respectively. As of December 31, 2024 and 2023, the Company has no U.S. federal net operating loss carryforwards and no state net operating loss carryovers available to offset future taxable income.
A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows:
|
December 31, |
December 31, |
|||||
|
Statutory federal income tax rate |
21.0 |
% |
21.0 |
% |
||
|
Change in fair value of warrant liabilities |
(41.0 |
)% |
(11.7 |
)% |
||
|
Financing costs – derivative warrant liabilities |
0.0 |
% |
0.0 |
% |
||
|
Other |
(12.3 |
)% |
0.1 |
% |
||
|
Change in valuation allowance |
(80.6 |
)% |
10.9 |
% |
||
|
Income tax expense |
(112.9 |
)% |
20.3 |
% |
||
There were no unrecognized tax benefits as of December 31, 2024 and 2023. No amounts were accrued for the payment of interest and penalties as of December 31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Note 12 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements, except as noted below.
Subsequent to December 31, 2024, the Company borrowed an additional amount of $150,000 under the Convertible Note, increasing the total amount outstanding to $791,667, and contributed the full proceeds into the Trust Account in connection with an extension of the Combination Period to April 29, 2025. In addition, subsequent to December 31, 2024, the Sponsor advanced an additional amount of approximately $725,000 to the Company to replenish to the Trust Account as discussed in Note 1.
F-54
Table of Contents
DMY SQUARED TECHNOLOGY GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 12 — Subsequent Events (cont.)
As discussed further in Note 1, in January 2024 and April 2024, the Company withdrew a total of approximately $1.9 million of funds from the Trust Account for purposes of payment of tax liabilities and tax estimates, and such funds were deposited into the Company’s operating account. The Company used approximately $0.69 million of the withdrawn funds for the payment of general operating expenses. Management determined that the use of funds was not in accordance with the Trust Agreement, and, in March 2025, dMY Squared Sponsor, LLC advanced approximately $0.73 million to the Company representing the amount of such operating expenses plus approximately $0.04 million in respect of interest that would have been earned on the remaining amount of approximately $0.97 million for the period from the original withdrawals to the date of the advance. The Company paid an aggregate of approximately $0.75 million for tax obligations on March 21, 2025. On March 25, 2025, the Company re-contributed to the Trust Account approximately $0.22 million of the remaining amounts not used for payment of taxes plus approximately $0.04 million in respect of interest that would have been earned had such funds remained in the Trust Account.
F-55
Table of Contents
HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
|
December 31, |
June 30, |
June 30, |
|||||||
|
SGD |
SGD |
USD |
|||||||
|
ASSETS |
|
|
|
||||||
|
Current assets |
|
|
|
||||||
|
Cash and cash equivalents |
6,624,506 |
|
919,104 |
|
722,623 |
|
|||
|
Receivables, net |
150,000 |
|
— |
|
— |
|
|||
|
Prepaid and other current assets |
1,242,134 |
|
1,120,191 |
|
880,723 |
|
|||
|
Total current assets |
8,016,640 |
|
2,039,295 |
|
1,603,346 |
|
|||
|
|
|
|
|||||||
|
Property and equipment, net |
3,019,348 |
|
2,976,497 |
|
2,340,197 |
|
|||
|
Intangible assets, net |
34,353 |
|
31,648 |
|
24,882 |
|
|||
|
Right-of-use assets |
735,067 |
|
569,718 |
|
447,927 |
|
|||
|
Security deposits |
95,096 |
|
190,792 |
|
150,005 |
|
|||
|
TOTAL ASSETS |
11,900,504 |
|
5,807,950 |
|
4,566,357 |
|
|||
|
|
|
|
|||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
||||||
|
Current liabilities |
|
|
|
||||||
|
Other payables |
702,609 |
|
354,760 |
|
278,921 |
|
|||
|
Operating lease liabilities |
356,611 |
|
366,032 |
|
287,784 |
|
|||
|
Total current liabilities |
1,059,220 |
|
720,792 |
|
566,705 |
|
|||
|
|
|
|
|||||||
|
Operating lease liabilities, non current |
452,014 |
|
267,379 |
|
210,220 |
|
|||
|
TOTAL LIABILITIES |
1,511,234 |
|
988,171 |
|
776,925 |
|
|||
|
|
|
|
|||||||
|
STOCKHOLDERS’ EQUITY |
|
|
|
||||||
|
Seed Preferred Shares, 2,500,000 authorized; 2,500,000 issued and outstanding as of June 30, 2025 and December 31, 2024 |
1,150,000 |
|
1,150,000 |
|
904,159 |
|
|||
|
Seed Plus Preferred Shares, 2,936,828 authorized; 2,936,828 issued and outstanding as of June 30, 2025 and December 31, 2024 |
3,349,184 |
|
3,349,184 |
|
2,633,213 |
|
|||
|
Series A Preferred Shares, 2,586,522 authorized; 2,586,522 issued and outstanding as of June 30, 2025 and December 31, 2024 |
24,362,849 |
|
24,362,849 |
|
19,154,689 |
|
|||
|
Ordinary Shares, 8,000,000 authorized; 8,000,000 issued and outstanding as of June 30, 2025 and December 31, 2024 |
5,000 |
|
5,000 |
|
3,931 |
|
|||
|
Additional paid-in capital |
3,011,966 |
|
7,551,859 |
|
5,937,463 |
|
|||
|
Accumulated deficit |
(21,480,142 |
) |
(31,744,326 |
) |
(24,958,193 |
) |
|||
|
Accumulated other comprehensive (loss) income |
(9,587 |
) |
145,213 |
|
114,170 |
|
|||
|
TOTAL STOCKHOLDERS’ EQUITY |
10,389,270 |
|
4,819,779 |
|
3,789,432 |
|
|||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
11,900,504 |
||||||||
FAQ
What business combination is dMY Squared Technology Group (DMYY) proposing?
How many Holdco securities are being registered in the dMY Squared (DMYY) proxy?
How will ownership and voting power change for DMYY public shareholders after the merger?
What voting rights will Horizon’s founder have after the DMYY business combination?
What financing supports the dMY Squared–Horizon Quantum merger?
What are the key risks highlighted for DMYY shareholders considering this transaction?
How can DMYY public shareholders exercise redemption rights in this transaction?
