Horizon Quantum (HQ) ends June 2026 with $113,254,440 cash after SPAC deal
Horizon Quantum Holdings Ltd., a quantum-computing software company that went public via a March 2026 business combination with dMY Squared, reported a GAAP net loss of $118,786,726 for the six months ended June 30, 2026, with no revenue versus $38,462 a year earlier.
Operating expenses rose as the company scaled: research and development $4,742,435, selling and marketing $834,952, and general and administrative $7,451,257, producing an operating loss of $13,674,878. A non-cash loss of $105,317,692 from remeasuring warrant and SAFE derivative liabilities drove most of the bottom-line loss; Adjusted EBITDA was a loss of $9,561,286.
Following the SPAC merger and PIPE financing, net cash proceeds of $98,167,633 and warrant exercises lifted cash and cash equivalents to $113,254,440 and total equity to $43,675,534 as of June 30, 2026. Management states this cash will cover working-capital and capital needs for at least the next twelve months.
Positive
- None.
Negative
- None.
Filing Explained
As of June 30, 2026, warrants, options and restricted stock units remain potential share issuance alongside a $35 million system commitment.
Horizon Quantum uses this Form 6-K to furnish interim information; the filing reports post-business-combination structures that leave existing holders exposed to potential future share issuance from outstanding equity-linked instruments.
At
On
The filing states that prior conditions raising substantial doubt about funding operations for the next 12 months were alleviated by cash on hand, while also stating that operating losses and negative operating cash flows are expected to continue and that additional financing may be needed.
The filing’s
Key Figures
Key Terms
reverse recapitalization financial
Simple Agreement for Future Equity financial
PIPE Private Placement financial
warrant liabilities financial
Adjusted EBITDA financial
trapped-ion quantum computing system technical
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were Horizon Quantum (HQ)'s revenue and net loss for the six months ended June 30, 2026?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August
Commission File Number:
(Exact name of registrant as specified in its charter)
29 Media Cir., #05-22
Singapore, 138565
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INCORPORATION BY REFERENCE
This report on Form 6-K (the “Report”) shall be deemed to be incorporated by reference into registration statement on Form S-8 (File No. 333-296310) of Horizon Quantum Holdings Ltd. a public company limited by shares formed under the laws of the Republic of Singapore (“we,” “us,” “our,” or the “Company”), and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
INFORMATION CONTAINED IN THIS REPORT
Attached as Exhibit 99.1 to this Report are the unaudited condensed consolidated financial statements of the Company as of June 30, 2026 and for the three and six-month periods ended June 30, 2026 and 2025, respectively.
Attached as Exhibit 99.2 to this Report is an Operating and Financial Review for the Company’s three and six-month periods ended June 30, 2026 and 2025, respectively.
FORWARD-LOOKING STATEMENTS
This Report and the exhibits hereto contain certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that are other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements in this Report and the exhibits hereto are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.
Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to significant risks and uncertainties that are described more fully in “Item 3. Key Information—D. Risk Factors” on our annual report on Form 20-F filed with the SEC on April 14, 2026. Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. Fluctuations in our future financial results may negatively impact the value of our ordinary shares. In addition to these important factors, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include among other things:
| ● | changes in domestic and foreign business, market, financial, political, and legal conditions; |
| ● | economic uncertainty and capital markets disruption, which has been significantly impacted by the current 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; |
| ● | risks related to our ability to maintain the listing of our Class A ordinary shares and warrants on Nasdaq and operate as a public company; |
| ● | our future financial performance; |
| ● | global economic and political conditions; |
1
| ● | our potential inability to manage growth effectively; |
| ● | our ability to continue to enhance our technology; |
| ● | our ability to recruit, train and retain qualified personnel; |
| ● | risks related to the potential inability to keep pace with product or marketplace innovations; |
| ● | risks related to our marketing and growth strategies; |
| ● | changes in applicable laws or regulations affecting our business; |
| ● | the anticipated benefits of our collaborations with hardware providers; |
| ● | the effects of competition on our business; and |
| ● | other risks and uncertainties described in our Annual Report on Form 20-F, including those under the section entitled “Item 3. Key Information—D. Risk Factors.” |
Should one or more of the foregoing risks or uncertainties materialize, should any of our assumptions prove incorrect, or should we be unable to address any of the foregoing factors, our actual results may vary in material and adverse respects from those projected in these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects, on us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Horizon Quantum Holdings Ltd. | ||
| By: | /s/ Joseph Fitzsimons | |
| Name: | Joseph Fitzsimons | |
| Title: | Chief Executive Officer and Chairman | |
Date: August 4, 2026
3
EXHIBIT INDEX
| Exhibit No. | Document Description | |
| 99.1 | Unaudited Condensed Consolidated Interim Financial Statements of the Company as of June 30, 2026 and for the three and six-month periods ended June 30, 2026 and 2025. | |
| 99.2 | Operating and Financial Review for the three and six-month periods ended June 30, 2026 and 2025. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Datafile |
4
Exhibit 99.1
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
HORIZON QUANTUM HOLDINGS LTD. AND ITS SUBSIDIARIES
F-1
HORIZON QUANTUM HOLDINGS LTD. AND ITS SUBSIDIARIES
TABLE OF CONTENTS
| Pages | |
| Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2026 and December 31, 2025 | F-3 |
| Condensed Consolidated Statements of Operations (Unaudited) for the Three- and Six- Months Ended June 30, 2026 and 2025 | F-4 |
| Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the Three- and Six- Months Ended June 30, 2026 and 2025 | F-5 |
| Condensed Consolidated Statements of Changes in Stockholder’s Equity (Unaudited) for the Three- and Six- Months Ended June 30, 2026 and 2025 | F-6 |
| Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2026 and 2025 | F-7 |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | F-8 to F-22 |
F-2
HORIZON QUANTUM HOLDINGS LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| June 30, | December 31, | |||||||
| (In US$, unless otherwise stated) | 2026 | 2025 | ||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right-of-use assets | ||||||||
| Other non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Derivative liabilities - SAFE | $ | - | $ | |||||
| Other payables | ||||||||
| Operating lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Derivative liabilities - warrants | - | |||||||
| Operating lease liabilities, non-current | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Seed Preferred Shares, | $ | - | $ | |||||
| Seed Plus Preferred Shares, | - | |||||||
| Series A Preferred Shares, | - | |||||||
| Ordinary Shares, | - | |||||||
| Ordinary Class A Shares, | - | |||||||
| Ordinary Class B Shares, | - | |||||||
| Additional paid-in capital | ||||||||
| Equity proceeds receivable | ( | ) | - | |||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| TOTAL STOCKHOLDERS’ EQUITY | $ | $ | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
HORIZON QUANTUM HOLDINGS LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (In US$, except share amount and per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Revenue | $ | - | $ | $ | - | $ | ||||||||||
| Operating Expenses: | ||||||||||||||||
| Research and development | ||||||||||||||||
| Selling and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income and (expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||||||
| Change in fair value of derivative liabilities | ( | ) | - | ( | ) | - | ||||||||||
| Foreign exchange (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | - | - | - | - | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted weighted average ordinary shares outstanding, as recast | ||||||||||||||||
| Net (loss) income per ordinary share, basic and diluted, as recast | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
HORIZON QUANTUM HOLDINGS LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (In US$, unless otherwise stated) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive loss: | ||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
HORIZON QUANTUM HOLDINGS LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
| Seed
Preference Shares |
Seed
Plus Preference Shares |
Series
A Preference Shares |
Ordinary Shares | Class
A Ordinary Shares |
Class
B Ordinary Shares |
Additional paid-in |
Equiy proceeds |
Other Comprehensive |
Accumulated | Total Shareholders' |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | capital | receivable | income | deficit | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as at January 1, 2025 | $ | $ | $ | $ | $ | - | - | - | $ | - | $ | $ | - | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Retroactive application of Business Combination (Note 3) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as at January 1, 2025, recast | - | - | - | - | - | - | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Translation adjustment | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shared-based payment reserve | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | - | $ | - | - | $ | - | - | $ | - | - | $ | - | $ | $ | $ | $ | - | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Seed Preference Shares |
Seed Plus Preference Shares |
Series A Preference Shares |
Ordinary Shares | Class A Ordinary Shares |
Class B Ordinary Shares |
Additional paid-in |
Equiy proceeds |
Other Comprehensive |
Accumulated | Total Shareholders' |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | capital | receivable | income | deficit | Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as at January 1, 2026 | $ | $ | $ | $ | - | $ | - | - | $ | - | $ | $ | - | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Retroactive application of Business Combination (Note 3) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as at January 1, 2026, recast | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Translation adjustment | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares in connection with close of Business Combination | - | - | - | - | - | - | - | - | - | - | - | - | - | (79,241 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares to an advisor | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares in connection with the exercise of warrants | - | - | - | - | - | - | - | - | - | - | - | ( | ) | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shared-based payment reserve | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | - | $ | - | - | $ | - | - | $ | - | - | $ | - | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-6
HORIZON QUANTUM HOLDINGS LTD. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Six Months Ended June 30, |
||||||||
| (In US$, unless otherwise stated) | 2026 | 2025 | ||||||
| Cash flows from operating activities | ||||||||
| Loss for the period | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used for operating activities: | ||||||||
| Depreciation | ||||||||
| Share based compensation | ||||||||
| Change in fair value of derivative liabilities | - | |||||||
| Unrealized foreign currency transaction (gain) loss | ||||||||
| Amortization | ||||||||
| Changes in operating assets and liabilities: | - | - | ||||||
| Accounts receivable | - | |||||||
| Other payables | ( | ) | ||||||
| Lease liability | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property, equipment including construction in progress | ( | ) | ( | ) | ||||
| Purchase of intangible assets and trademarks | - | - | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of SAFE notes | - | |||||||
| Proceeds from exercise of warrants | - | |||||||
| Proceeds from merger and PIPE transaction, net of transaction costs | - | |||||||
| Net cash provided by financing activities | - | |||||||
| Effect of exchange rate changes on cash | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosures of non-cash transactions: | ||||||||
| Initial recognition of warrant liabilities at close of the business combination | $ | - | ||||||
| Initial recognition of net assets at close of the business combination | $ | - | ||||||
| Conversion of SAFE liabilities into equity at close of the business combination | $ | - | ||||||
| Issuance of shares to a service provider | $ | - | ||||||
| Reclassification of warrant liabilities to equity upon exercise | $ | - | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
| 1 – | DESCRIPTION OF BUSINESS |
Horizon Quantum Holdings Ltd. (formerly known as Horizon Quantum Holdings Pte. Ltd. and Rose Holdco Pte. Ltd.) (Company Registration No.: 202537774K) (the “Company”), was incorporated as a Singapore private company limited by shares, and converted to a public company limited by shares on March 4, 2026. The Company focuses on developing software tools that simplify and accelerate the creation of applications for quantum computers and also provide quantum computing services on an individual basis. The Company’s flagship product, Triple Alpha, is a web-based integrated development environment (IDE) that allows developers to write quantum software using familiar classical programming languages. The software enables software developers without prior quantum experience to harness the power of quantum computing.
| 2 – | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation and Significant Accounting Policies
The accompanying unaudited condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission ("SEC"). The unaudited condensed consolidated interim financial statements are comprised of the financial statements of the Company. In management's opinion, the accompanying unaudited condensed financial statements contain all adjustments necessary for a fair statement of its financial position as of June 30, 2026, and its results of operations for the three- and six-month periods ended June 30, 2026 and 2025, and cash flows for the six months periods ended June 30, 2026 and 2025. All intercompany accounts and transactions have been eliminated. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2026. The condensed consolidated interim balance sheet at December 31, 2025, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto for the year ended December 31, 2025.
On March 19, 2026, the Company consummated the previously announced business combination (the “Business Combination”) with dMY Squared Technology Group, Inc. (“DMY”), pursuant to the business combination agreement, dated as of September 9, 2025 (as amended, supplemented and/or restated from time to time, the “Business Combination Agreement”) by and among DMY, the Company, Rose Acquisition Pte. Ltd. (Company Registration No.: 202537790M), a Singapore private company limited by shares and a wholly-owned subsidiary of the Company (“Merger Sub 1”), Horizon Merger Sub 2, Inc., a Massachusetts corporation and wholly-owned subsidiary of the Company (“Merger Sub 2”), and Horizon Quantum Computing Pte. Ltd. (Company Registration No.: 201802755E), a Singapore private company limited by shares (“Legacy Horizon”). On March 20, 2026, the Company Class A Ordinary Shares and Company Public Warrants commenced trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “HQ” and “HQWWW”, respectively.
The company determined that Legacy Horizon was the accounting acquirer based on evaluation of the following facts and circumstances:
| ● | The shareholders of Legacy Horizon have the greatest voting interest in the Company; |
| ● | The shareholders of Legacy Horizon have the ability to control decisions regarding election and removal of directors and officers of the Company; |
| ● | Legacy Horizon comprises the ongoing operations of the Company; and |
| ● | Legacy Horizon’s existing senior management is the senior management of the Company. |
F-8
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
Accordingly, the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although the Business Combination was structured such that the Company was the legal acquirer of both DMY and Legacy Horizon, for financial reporting purposes, the transaction was accounted for as a reverse recapitalization, with Legacy Horizon treated as the accounting acquirer and DMY treated as the acquired company. Accordingly, the Business Combination was treated as the equivalent of Legacy Horizon issuing stock for the net assets of DMY, accompanied by a recapitalization. The net assets of DMY were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of Legacy Horizon.
Use of Estimates
Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. The Company believes that these estimates, judgments and assumptions are reasonable under the circumstances. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses. Actual results could differ from these estimates. Changes in such estimates could affect amounts reported in future periods. On an ongoing basis, the Company evaluates its estimates and judgments including those related to the useful lives and recoverability of property and equipment and definite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the incremental borrowing rate for the Company’s leases; and the valuation of share-based compensation and derivative warrant liabilities.
Emerging Growth Company Status
The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Cash and Cash Equivalents
Cash balances are held in U.S., Singaporean and European banks. The Company maintains its cash balances in highly rated financial institutions. At times, cash balances may exceed federally insurable limits.
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of changes in value. These typically include treasury bills, money market funds, and other short-term instruments with original maturities of three months or less.
Restricted Cash
The Company is not subject to any contractual agreement that contains restrictions on the Company’s use or withdrawal of its cash or cash equivalents.
Revenue Recognition
Revenue from sale of services in the ordinary course of business is recognized when the Company satisfies a performance obligation (“PO”) by transferring control of a promised service to the customer.
The amount of revenue recognized is the amount of the transaction price allocated to the satisfied PO.
F-9
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
The transaction price is allocated to each PO in the contract on the basis of the relative stand-alone selling prices of the promised services. The individual standalone selling price of a service that has not previously been sold on a stand-alone basis, or has a highly variable selling price, is determined based on the residual portion of the transaction price after allocating the transaction price to services with observable stand-alone selling prices. A discount or variable consideration is allocated to one or more, but not all, of the performance obligations if it relates specifically to those POs.
The transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for transferring the promised services. The transaction price may be fixed or variable and is adjusted for time value of money if the contract includes a significant financing component. Consideration payable to a customer is deducted from the transaction price if the Company does not receive a separate identifiable benefit from the customer. When consideration is variable, the estimated amount is included in the transaction price to the extent that it is highly probable that a significant reversal of the cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved.
Revenue may be recognized at a point in time or over time following the timing of satisfaction of the PO. If a PO is satisfied over time, revenue is recognized based on the percentage of completion reflecting the progress towards complete satisfaction of that PO.
The following table provides information about the nature and timing of the satisfaction of performance obligations in contract with customers, including significant payment terms, and the related revenue recognition policies:
Rendering of services
| Nature of services | The Company provides research and development services on quantum algorithms. |
| When revenue is recognized | Revenue is recognized when services are delivered to the customer and all criteria for acceptance have been satisfied. |
| Significant payment terms | 30-day credit terms |
Property and Equipment, Net
Property and equipment, net is stated at cost and depreciated on a straight-line basis of three to seven years for furniture and fixtures and computer equipment. Leasehold improvements are capitalized and amortized over the shorter of their useful lives or remaining lease term. Repair and maintenance costs are charged to operations in the periods incurred. Upon retirement or sale, costs and related accumulated depreciation or amortization are removed from the balance sheets and the resulting gain or loss is included in operating expense in the Company’s consolidated statements of operations and comprehensive loss.
Impairment of Long-Lived Assets
Long-lived assets with finite lives consist primarily of property and equipment, operating lease right-of-use assets, and intangible assets which are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Leases
Leases are accounted for under ASC 842. The Company determines if an arrangement is or contains a lease at inception. The Company’s operating lease arrangements are comprised of real estate and facility leases. Right of use assets represent the Company’s right to use the underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right of use assets and lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. As the Company’s leases do not provide an implicit rate and the implicit rate is not readily determinable, the Company estimates its incremental borrowing rate based on the information available at the measurement date in determining the present value of the lease payments. Right of use assets also exclude lease incentives.
F-10
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
Share Based Compensation
The Company accounts for share based compensation expense in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). The Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values on the date of the grant, recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. The Company accounts for forfeitures in the period in which they occur.
Income and Other Expenses, Operating Income / Losses
Income and other expenses are recognized on an accrual basis when it is probable that economic benefits will flow to or from the Company and the amounts can be reliably measured. Other income may include interest income, foreign exchange gains, and miscellaneous non-operating income.
Operating income or losses represent the profit or loss from the Company’s core business operations, excluding finance costs, taxation, and other non-operating items. It is a key performance measure used by management to assess the results of operations.
Foreign Operations and Foreign Currency Translation
The Company’s reporting currency is the US dollar. The functional currencies of the Company’s subsidiaries are the local currencies of the economic environment in which they operate (Singapore dollar and Euros). Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at average exchange rates during the year. Differences resulting from translation are presented in equity as accumulated other comprehensive loss. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Foreign currency transaction (loss) gain, mainly related to intercompany transactions and revaluation of cash balances, is included in the consolidated statements of operations. For the six months ended June 30, 2026 and 2025, there was a loss of $
Warrant Liabilities
In connection with the close of the Business Combination, the Company assumed the outstanding warrants issued in connection with DMY’s initial public offering (the “DMY Public Warrants”) and the warrants issued by DMY in a private placement concurrent with DMY’s initial public offering (the “DMY 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 consolidated statements of operations. The fair value of the DMY Public Warrants and DMY 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 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 Placement Warrants was subsequently determined using the Monte Carlo simulation method with Level 3 inputs. The Company has not changed its warrant valuation methodology since the assumption of both the outstanding DMY Public Warrants and DMY Private Placement Warrants. 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.
F-11
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
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 the Business Combination, stock-based compensation, the use of valuation methods for awards granted when the Company’s ordinary shares are not publicly traded, the use of estimates in option and warrant valuation model inputs such as expected volatility, term of options, risk-free interest rate are subjective and the change in these assumptions can materially affect the amount of share-based compensation expense and change in fair value of derivative liabilities recognized in the consolidated financial statements.
Fair Value Measurements
The Company measures certain financial assets and liabilities at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Company applies a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described as follows:
| Level 1 | – | Quoted prices in active markets for identical assets or liabilities. |
| Level 2 | – | Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, and inputs other than quoted prices that are observable or corroborated by observable market data. |
| Level 3 | – | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
When available, the Company uses quoted market prices to determine fair value and classifies such items within Level 1. If quoted market prices are not available, the Company uses valuation techniques consistent with the market approach, income approach, or cost approach. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs.
Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, other receivables, accounts payable and accrued liabilities. The Company does not have any outstanding debt as of the date of the consolidated financial statements. The carrying amounts of cash and cash equivalents are at cost which approximates fair value due to the high liquidity of these instruments. Accounts receivable and other receivables are recorded at amortized cost, net of any allowance for doubtful accounts. The Company evaluates the collectability of receivables and records an allowance for expected credit losses when necessary. Accounts payable and accrued liabilities are recorded at cost and approximate fair value due to their short-term nature.
Basic and Diluted Net Loss Per Share
Basic net loss per share for the six months ended June 30, 2026 was calculated by dividing net loss attributable to Ordinary Class A Shares and Ordinary Class B Shares. For the six months ended June 30, 2025, it was calculated by dividing net loss attributable to Seed Preference, Seed Plus Preference, Series A Preference, and Ordinary Shareholders by the weighted-average number of shares of Seed Preference, Seed Plus Preference, Series A Preference, and Ordinary shares outstanding during the three months and recast to take into account the effects of the Business Combination. Diluted net loss per share is based upon the diluted weighted-average number of shares outstanding during the period. Diluted net loss per share gives effect to all potentially dilutive common share equivalents, including preferred stock and stock options, to the extent they are dilutive. See Note 11 – Net Loss Per Share.
F-12
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
Comprehensive Loss
Comprehensive loss consists of two components, net loss and other comprehensive income (loss), net. Other comprehensive income (loss), net is defined as revenue, expenses, gains, and losses that under U.S. GAAP are recorded as an element of stockholders’ deficit but are excluded from net loss. The Company’s other comprehensive loss consists of foreign currency translation adjustments that result from the consolidation of its subsidiaries and is reported net of tax effects.
Concentration of Risks
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents, and accounts receivable. The Company maintains its cash with major financial institutions in U.S., Singapore and Ireland, which are regulated by the Federal Deposit Insurance Corporation, Monetary Authority of Singapore and Irish Deposit Guarantee Scheme, respectively. While these balances may exceed the amounts insured under the schemes, the Company has not experienced any losses.
Segments
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 that engage in business activities from which it may recognize revenues and incur expenses, and 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 operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance therefore there is only one reportable segment.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):Disaggregation of Income Statement Expenses" ("ASU 2024-03"). The standard requires additional disclosure of certain costs and expenses within the notes to the financial statements. The provisions of the standard are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. This accounting standards update may be applied either prospectively or retrospectively. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarifies the effective date of ASU 2024-03, which requires public business entities to provide disaggregated disclosures of certain income statement expenses. Specifically, ASU 2025-01 confirms that the guidance in ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Management is currently evaluating the impact that the updated standard will have on our consolidated financial statement disclosures.
Liquidity and Going Concern
The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
F-13
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
The Company has incurred net losses of $
The Company’s future capital requirements will depend on many factors including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company may need to raise additional financing. While there can be no assurances, the Company may need to pursue issuances of additional equity raises and debt rounds of financing. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.
| 3 – | BUSINESS COMBINATION |
As discussed in Note 2, on March 19, 2026, the Business Combination was completed. Immediately prior to the effective time of the Business Combination, Merger Sub 1 amalgamated with and into Legacy Horizon (the “Amalgamation”), with Legacy Horizon surviving the Amalgamation as a wholly-owned subsidiary of the Company and the outstanding shares of Legacy Horizon being converted into the right to receive shares of the Company’s Class A ordinary shares, with no par value (the “Company Class A Ordinary Shares”) or the right to receive shares of the Company’s Class B ordinary shares, with no par value (the “Company Class B Ordinary Shares”), as the case may be. Subsequent to the Amalgamation, Merger Sub 2 merged with and into DMY (the “Merger”), with DMY surviving the Merger as a wholly-owned subsidiary of the Company and the outstanding securities of DMY being converted into the right to receive Company Class A Ordinary Shares and/or Company Warrants (as defined below) of the Company.
As a result of the Business Combination, (1) all issued and outstanding ordinary shares in the share capital of Legacy Horizon were exchanged at an Exchange Ratio of approximately
After the completion of the Amalgamation and prior to the Merger, (1) DMY effected the redemption of the shares of Class A common stock of DMY, par value $
F-14
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
At the effective time of the Merger, (a) each outstanding whole DMY Public Warrant were assumed by the Company and became exercisable for Company Class A Ordinary Shares in lieu of DMY Class A Shares (the “Company Public Warrants”), and (b) each outstanding DMY Private Placement Warrant was assumed by the Company and became exercisable for Company Class A Ordinary Shares in lieu of DMY Class A Shares (the “Company Private Warrants,” and together with the Company Public Warrants, the “Company Warrants”).
On December 4, 2025 and March 6, 2026, the Company entered into certain Subscription Agreements (the “PIPE Subscription Agreements”) with DMY, Horizon and certain investors (the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, an aggregate of
In accounting for the Business Combination and after redemptions, net proceeds received by the Company totalled approximately $
| Amount | ||||
| DMY trust account, net of redemptions | $ | |||
| PIPE financing proceeds | ||||
| Less: transaction expenses paid in cash | ( | ) | ||
| Net cash proceeds | $ | |||
| 4 – | PREPAID AND OTHER CURRENT ASSETS |
Prepaid and other current assets consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Accrued interest receivable | - | |||||||
| Contract commitment and other current assets | ||||||||
| Total prepaid and other current assets | $ | $ | ||||||
| 5 – | ACCOUNTS PAYABLE AND OTHER PAYABLES |
Accounts payable and other payables consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Legal and M&A expenses | $ | $ | ||||||
| Payroll and payroll related expenses | ||||||||
| Outsourced services and consulting expenses | ||||||||
| Leasehold improvements | - | |||||||
| Audit fees | ||||||||
| Event and sponsorship costs | - | |||||||
| Equipment purchase | ||||||||
| Accrued facilities restoration costs | ||||||||
| Other accrued expenses and current liabilities | ||||||||
| Total accounts payable and other payables | $ | $ | ||||||
F-15
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
| 6 – | RIGHT-OF-USE ASSETS AND LEASE LIABILITIES |
Operating lease right-of-use assets and lease liabilities are recognized based on the net present value of remaining lease payments over the lease term. In calculating the present value, the Company uses its estimated incremental borrowing rate, determined based on available information as of the later of the lease commencement date, the lease modification date, or the date of adoption of ASC 842. The right-of-use asset also includes any initial direct costs and is adjusted for lease incentives received.
The right-of-use assets as of June 30, 2026 and December 31, 2025 are $
As of June 30, 2026, the maturities of the Company’s operating lease liabilities were as follows:
| Year | Amount | |||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of operating lease liabilities | $ | |||
| Operating lease liabilities current | $ | |||
| Operating lease liabilities non-current | ||||
| $ | ||||
| 7 – | FAIR VALUE MEASUREMENTS |
The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and the level of inputs used for such measurements:
| As of June 30, 2026 | ||||||||||||
| Quoted Prices in Active Markets (Level 1) | Significant Other Observable Input (Level 2) | Significant Other Unobservable Input (Level 3) | ||||||||||
| Assets | ||||||||||||
| Cash and cash equivalents | $ | - | - | |||||||||
| Liabilities | ||||||||||||
| Derivative warrant liabilities – Company Public Warrants | $ | - | - | |||||||||
| Derivative warrant liabilities – Company Private Warrants | - | - | ||||||||||
F-16
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
| As of December 31, 2025 | ||||||||||||
| Quoted Prices in Active Markets (Level 1) | Significant Other Observable Input (Level 2) | Significant Other Unobservable Input (Level 3) | ||||||||||
| Assets | ||||||||||||
| Cash and cash equivalents | $ | - | - | |||||||||
| Liabilities | ||||||||||||
| Derivative liabilities - SAFE | $ | - | - | |||||||||
The fair value of Company Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Company Private Warrants was determined using a Monte Carlo simulation method with Level 3 inputs as of June 30, 2026. 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 companies’ 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.
| As of June 30, 2026 | ||||
| Exercise price | $ | |||
| Stock price | $ | |||
| Volatility | % | |||
| Risk-free rate | % | |||
| Expected terms (years) | ||||
| Dividend yield | % | |||
The summary of changes in fair value of the Company’s Level 3 financial liabilities for the six months ended June 30, 2026 have been disclosed under Note 8 – Warrant Liabilities and Note 9 – Simple Agreement for Future Equity (“SAFE”) Liabilities.
| 8 – | WARRANT LIABILITIES |
The Company assumed an aggregate of
F-17
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
Redemption of Public Warrants when the price per Public Share equals or exceeds $
The Company may redeem the outstanding Public Warrants for cash:
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | 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 Company Class A Ordinary Shares equals or exceeds $ |
Redemption of Company Public Warrants when the price per share of Public Shares equals or exceeds $
The Company may redeem the outstanding Public Warrants:
| ● | in whole and not in part; |
| ● | at $ |
| ● | if, and only if, the closing price of Company Class A Ordinary Shares equals or exceeds $ |
The “fair market value” of Company Class A Ordinary Shares means the volume weighted average price of Company Class A Ordinary Shares during the
No Company Public Warrants have been redeemed by the Company as of June 30, 2026. During the six months ended June 30, 2026, holders of the Company Public Warrants exercised their rights to purchase Class A ordinary shares. There were a total of
| Amount | ||||
| Balance as at December 31, 2025 | $ | - | ||
| Initial recognition of warrants at close of Business Combination | ||||
| Cash exercise of Company Warrants for Company Class A Ordinary Shares | ( | ) | ||
| Change in fair value of Company Warrants | ||||
| Balance as at June 30, 2026 | $ | |||
| 9 – | SIMPLE AGREEMENT FOR FUTURE EQUITY (“SAFE”) LIABILITIES |
During the six months ended June 30, 2026, prior to the close of the business combination, the Company entered into SAFE arrangements with certain investors and received cash proceeds of $
F-18
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
The Company determined that the SAFEs meet the definition of a liability under ASC 480 and will be recorded at fair value. The fair value of the SAFEs was determined using a probability-weighted expected return method (“PWERM”), supported by use of a Monte Carlo simulation method. The value of the SAFE liability as of December 31, 2025 is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.
Upon the closing of the Business Combination, all outstanding SAFEs were cancelled and exchanged for
| Amount | ||||
| Balance as at December 31, 2025 | $ | |||
| Receipt of SAFE proceeds | ||||
| Change in fair value of SAFEs | ||||
| Conversion of SAFEs to Company Class A Ordinary Shares | ( | ) | ||
| Balance as at June 30, 2026 | $ | - | ||
| 10 – | STOCK INCENTIVE PLANS |
Employee share option plan (Equity-settled) (“ESOP Plan”)
In connection with the close of the Business Combination, the Company adopted the 2026 Equity Incentive Plan (the “Plan”) on March 19, 2026. The Plan replaced Legacy Horizon’s share-based compensation arrangements and provides for the grant of equity-based awards, including stock options, restricted share units (“RSUs”) and other share-based awards to employees, directors and eligible service providers of the Company and its subsidiaries.
As of June 30, 2026 under this scheme, a total of
The vesting conditions for these options are generally structured to occur up to
In the event an employee ceases employment with the Company, the treatment of the options depends on the circumstances of departure. If employment is terminated for Cause, all vested and unvested options will be cancelled, and the Company retains the right to repurchase any shares acquired through the exercise of options at the original exercise price. If employment ends for any other reason, unvested options will be cancelled immediately, and vested options must be exercised within a specific period; otherwise, they will lapse.
F-19
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
The Company has classified the share options as equity-settled share-based payments at fair value. The following table summarizes stock option activities for the six months ended June 30, 2026:
| Number of Option Shares | Weighted Average Exercise Price | |||||||
| Outstanding December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Forfeited | ( | ) | ||||||
| Outstanding June 30, 2026 | ||||||||
| Weighted average remaining life (Years) | ||||||||
| Options vested and exercisable at June 30, 2026 | ||||||||
The fair value of options granted was determined using the Binomial Valuation Model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used:
| Granted during six months ended June 30, 2026 | ||
| Dividend yield (%) | ||
| Expected volatility (%) | ||
| Risk-free interest rate (%) | ||
| Expected life of options (years) |
Restricted Stock Units (“RSUs”)
The Company’s RSU activity is summarized in the following table:
| Number of RSUs | Weighted Average Grant Date Fair Value | |||||||
| Outstanding December 31, 2025 | - | $ | - | |||||
| Granted or approved | ||||||||
| Forfeited | - | - | ||||||
| Outstanding June 30, 2026 | $ | |||||||
During the six months ended June 30, 2026, the Company approved
| 11 – | NET LOSS PER SHARE |
Basic and diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted-average number of shares of common shares outstanding for the period. For the six months ended June 2025, the two-class method, which is an earnings allocation method that determines earnings (loss) per share for common shares and participating securities. The participating securities consist of the Company’s Preference Shareholders by the weighted-average number of shares of Seed Preference, Seed Plus Preference and Series A Preference. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. In periods of loss, no allocation is made to the Preference shares and diluted net loss per share is the same as basic net loss per share because common stock equivalents are excluded as their inclusion would be antidilutive. The number of shares during this period has been recasted to take into account the retroactive application of the Business Combination as disclosed in Note 3 – Business Combination.
F-20
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
The Company calculated net income/(loss) per share using the treasury stock method.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (In US$, except share amount and per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted weighted average ordinary shares outstanding, as recast | ||||||||||||||||
| Net (loss) income per ordinary share, basic and diluted, as recast | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The following outstanding balances of common share equivalent securities have been excluded from the calculation of diluted weighted average common shares outstanding and diluted net loss per share for the three- and six- months ended June 30, 2026 and 2025 because the effect of including them would have been antidilutive.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Employee stock options outstanding | ||||||||||||||||
| Unvested restricted stock units | - | - | ||||||||||||||
| Company warrants outstanding | - | - | ||||||||||||||
| 12 – | COMMITMENTS AND CONTINGENCIES |
In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. While the ultimate results of these matters cannot be predicted with certainty, management does not expect them to have a material adverse effect on the financial position or results of operations of the Company.
| 13 – | RELATED PARTY TRANSACTIONS |
Quantum Systems Agreement
On March 31, 2026, the Company and IonQ Quantum, Inc. (“IonQ”) entered into a Quantum Systems Agreement, pursuant to which, the Company purchased, among other things, a dedicated trapped-ion quantum computing system from IonQ for an aggregate consideration of $
| 14 – | SEGMENTATION |
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 that engage in business activities from which it may recognize revenues and incur expenses, and 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.
F-21
Horizon Quantum Holdings Ltd. and Its Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements (Unaudited)
The CODM measures and evaluates the Company’s performance based on segment gross revenue, segment gross profit margin, segment operating expenses and segment operating loss, before interest, taxes, depreciation, and amortization (“EBITDA”). EBITDA is defined as net loss before net interest income or expense, depreciation and amortization expenses, and income tax expense. Adjusted EBITDA is defined as EBITDA adjusted to exclude share-based compensation, change in fair value of derivatives and business combination and closing expenses. EBITDA and Adjusted EBITDA are non-GAAP financial measures. The Company believes that Adjusted EBITDA is an appropriate measure for evaluating the operating performance of the Company’s business segments because it is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources to the Company’s businesses.
Segment performance, as defined by the Company, is not necessarily comparable to other similarly titled captions of other companies.
The following tables set forth the Company’s net loss and adjusted EBITDA for the three- and six- months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (In US$, unless otherwise stated) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net loss (GAAP) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Adjustments | ||||||||||||||||
| Net interest (income) expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Depreciation and amortization expenses | ||||||||||||||||
| EBITDA | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Adjustments | ||||||||||||||||
| Share based compensation within | ||||||||||||||||
| Research and development | ||||||||||||||||
| Selling and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Change in fair value of derivative liabilities | - | - | ||||||||||||||
| Business combination and post-closing expenses | ||||||||||||||||
| Adjusted EBITDA | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 15 – | SUBSEQUENT EVENTS |
The Company has evaluated subsequent events through August 4, 2026, which is the date the consolidated interim financial statements were available to be issued. No material events occurred subsequent to the balance sheet date that require adjustment or disclosure to the financial statements.
F-22
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Unless the context otherwise requires, references in this section to “we,” “us,” “our,” “Horizon” and “the Company” generally refer to Horizon Quantum Holdings Ltd. and its consolidated subsidiaries unless otherwise implied by context.
You should read the following discussion and analysis of Horizon’s financial condition and results of operations together with Horizon’s condensed consolidated interim financial statements and related notes included elsewhere in this Form 6-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. The following discussion concerns our financial information as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025. All financial information presented for periods prior to the closing of the business combination on March 19, 2026, reflect s the financial results of Horizon Quantum Computing Pte. Ltd., the Company’s wholly-owned principal operating subsidiary. Unless otherwise denoted, all results are presented in U.S. dollars except share amounts and per share data. Discrepancies in any table between totals and sums or differences of the amounts are due to rounding.
Overview of Our Business
We are building software infrastructure to facilitate development of quantum computing applications for commercial enterprises and hardware providers. By bridging the gap between today’s hardware and tomorrow’s applications, we seek to equip developers, researchers, and enterprises with the quantum software infrastructure needed to solve real-world problems.
To do this, we are following an ambitious plan to create development tools that can automatically accelerate code written for conventional computers on quantum computers. With this differentiated approach, we are developing methods to generate quantum-accelerated solutions — exploiting quantum effects such as superposition and entanglement — from legacy code and conventional software.
Today, our Triple Alpha software is an integrated development environment that gives users access to our 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. We have key collaborations with leading hardware providers including Rigetti, Oxford Quantum Circuits Ltd., Alice & Bob, AQT and QuEra Computing Inc.
Triple Alpha is currently in early access with quantum hardware vendors. We have received inbound interest in early access requests from 45 major corporations, more than 95 universities, 13 quantum software companies, and 18 national labs, government agencies and research organizations.
We are still in the early stages of scaling its business. Since our inception, we have incurred operating losses. Our ability to generate revenue sufficient to achieve profitability will depend heavily on the further development and commercialization of quantum computers and their software infrastructure.
Key Components of Results of Operations
Operating Expenses
Research and development
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.
Selling and marketing
Selling 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 partnerships and industry engagement.
General and administrative
General and administrative expenses consist primarily of personnel- and director- related costs, including salaries, share-based compensation, travel and benefits expenses for our finance, investor relations, human resources, legal, 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.
Depreciation and amortization expenses
Depreciation and amortization expenses represent the allocation of our property, equipment and intangible assets over their estimated lives.
Other Income and (Expense)
Change in fair value of derivative liabilities
Change in fair value of derivative liabilities represent non-cash adjustments due to fluctuations in the fair value of derivative financial instruments such as warrants and Simple Agreement for Future Equity instruments (“SAFE”) instruments that are carried through profit or loss.
Foreign exchange (loss) gain
Foreign exchange (loss) gain represents the net gain or loss arising from settlement of foreign currency-denominated transactions or the translation of assets or liabilities due to fluctuations in exchange rates. The Company’s subsidiaries in Singapore and Ireland hold operating assets and liabilities in local currencies such as Euro and Singapore dollar and therefore, fluctuations in foreign currency exchange rates as of the balance sheet date may cause variability in amounts recognized.
Interest expense
Interest expense represents finance cost recognized on lease liabilities accounted for under ASC 842. We have not incurred costs as a result of other borrowings.
Other income
Other income represents income receipts not arising from the Company’s core operations, such as interest income, government grants or gains from the disposal of assets.
2
Results of Operations
The following table sets forth our condensed interim consolidated statements of operations for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (In US$, except share amount and per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Revenue | $ | - | $ | 38,462 | $ | - | $ | 38,462 | ||||||||
| Operating Expenses: | ||||||||||||||||
| Research and development(1) | 2,614,022 | 1,206,612 | 4,742,435 | 4,527,603 | ||||||||||||
| Selling and marketing(1) | 375,989 | 248,716 | 834,952 | 576,665 | ||||||||||||
| General and administrative(1) | 3,849,526 | 1,146,373 | 7,451,257 | 2,047,525 | ||||||||||||
| Depreciation and amortization | 335,966 | 180,787 | 646,233 | 349,836 | ||||||||||||
| Total operating expenses | 7,175,504 | 2,782,488 | 13,674,878 | 7,501,629 | ||||||||||||
| Loss from operations | (7,175,504 | ) | (2,744,027 | ) | (13,674,878 | ) | (7,463,167 | ) | ||||||||
| Other income and (expense): | ||||||||||||||||
| Interest expense | (2,694 | ) | (2,320 | ) | (5,686 | ) | (4,830 | ) | ||||||||
| Other income | 487,055 | 16,943 | 530,443 | 49,730 | ||||||||||||
| Change in fair value of derivative liabilities | (108,294,223 | ) | - | (105,317,692 | ) | - | ||||||||||
| Foreign exchange (loss) | (241,982 | ) | (172,909 | ) | (318,912 | ) | (306,927 | ) | ||||||||
| Income tax expense | - | - | - | - | ||||||||||||
| Net loss | $ | (115,227,348 | ) | $ | (2,902,313 | ) | $ | (118,786,726 | ) | $ | (7,725,194 | ) | ||||
| (1) | Research and development, selling and marketing and general and administrative expenses include share-based compensation expenses as follows: |
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Research and development | $ | 436,808 | $ | 261,285 | $ | 676,982 | $ | 2,778,608 | ||||||||
| Selling and marketing | 46,320 | 65,299 | 92,386 | 170,448 | ||||||||||||
| General and administrative | 509,959 | 130,294 | 839,994 | 437,675 | ||||||||||||
Comparison of the Six Months Ended June 30, 2026 and 2025
Research and development expenses
| Six Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Research and development | $ | 4,742,435 | $ | 4,527,603 | $ | 214,832 | 5 | % | ||||||||
Research and development expenses increased by $0.21 million, or 5%, to $4.74 million for the six months ended June 30, 2026, from $4.53 million during the six months ended June 30, 2025. The increase was driven by: (a) a $1.96 million increase in payroll-related expenses as a result of increased hiring of scientists and engineers and other compensation adjustments; (b) a $0.17 million increase in costs from the setup of our hardware testbed and additional cloud service subscription costs and (c) a $0.19 million increase in other staff-related costs associated with an increase in headcount; offset by a $2.10 million decrease in share-based compensation expenses largely attributable to the timing of employee share options vesting.
3
Excluding share-based compensation expenses and non-recurring compensation adjustments, R&D expenses increased 104% from a year ago driven by a 78% increase in the hiring of scientists and engineers as well as costs incurred for the setup of the hardware testbed.
Selling and marketing expenses
| Six Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Selling and marketing | $ | 834,952 | $ | 576,665 | $ | 258,287 | 45 | % | ||||||||
Selling and marketing expenses increased by $0.26 million, or 45%, to $0.83 million during the six months ended June 30, 2026 from $0.58 million during the six months ended June 30, 2025. The increase was primarily driven by: (a) a $0.21 million increase in payroll-related expenses; (b) a $0.08 million increase in vendor expenses associated with greater participation in industry conferences compared to the six months ended June 30, 2025 and (c) a $0.06 million increase in other staff related costs associated with an increase in headcount, offset by (d) a $0.09 million decrease in share-based compensation expenses attributable to the continued vesting of employee share options.
Excluding share-based compensation expenses and non-recurring compensation adjustments, selling and marketing expenses increased 65% from a year ago due to increased trade show activity and industry engagement and payroll-related expenses.
General and administrative expenses
| Six Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| General and administrative | $ | 7,451,257 | $ | 2,047,525 | $ | 5,403,733 | 264 | % | ||||||||
General and administrative expenses increased by $5.40 million, or 264%, to $7.45 million for the six months ended June 30, 2026 from $2.05 million during the six months ended June 30, 2025. The increase was driven by: (a) a $1.19 million increase in payroll-related expenses due to increased non-executive and executive hiring associated with our public company transition, as well as other compensation adjustments; (b) a $2.65 million increase in expenses related to post closing of the business combination (legal advisory, capital markets and filing fees) and other operational legal expenses; (c) a $0.40 million increase in share-based compensation expenses attributable to the continued vesting of employee share options and director equity compensation grants; (d) a $0.06 million increase in director cash compensation; (e) a $0.74 million increase in other operating expenses to gear up to being a public company and (f) a $0.36 million increase in rent, other staffing costs related to IT and increased headcount.
Excluding share-based compensation expenses, non-recurring compensation adjustments and one-time business combination and post-closing expenses, G&A expenses increased 182% year over year.
Depreciation and amortization expenses
| Six Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Depreciation and amortization | $ | 646,233 | $ | 349,836 | $ | 296,397 | 85 | % | ||||||||
Depreciation and amortization expenses increased by $0.30 million, or 85%, to $0.65 million during the six months ended June 30, 2026, from $0.35 million during the six months ended June 30, 2025. The increase was primarily driven by (a) $0.23 million from depreciation of components for the quantum computer hardware testbed that went live in Singapore during the year; (b) an increase of $0.05 million from depreciation of right-of-use assets recognized under lease arrangements; (c) and an increase of $0.02 million from depreciation of additional computer and related equipment purchased to support higher staff headcount.
4
Share-based compensation expenses
| Six Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Research and development | $ | 676,982 | $ | 2,778,608 | $ | (2,101,627 | ) | (76 | )% | |||||||
| Selling and marketing | 92,386 | 170,448 | (78,062 | ) | (46 | )% | ||||||||||
| General and administrative | 839,994 | 437,675 | 402,319 | 92 | % | |||||||||||
| Total | $ | 1,609,362 | $ | 3,386,732 | $ | (1,777,370 | ) | (52 | )% | |||||||
Share-based compensation expenses recognized under research and development, selling and marketing as well as general and administrative expenses decreased by $1.78 million, or a 52% decrease, to $1.61 million for the six months ended June 30, 2026, from $3.39 million during the six months ended June 30, 2025. The decrease was driven by a reduction of approximately $2.80 million in share-based compensation because of a one-time catch-up during the three months ended March 31, 2025. This was partially offset by (a) a $0.81 million increase from vesting of employee and executive share options resulting from increased hiring and (b) a $0.21 million increase from the vesting of certain equity compensation grants.
Change in fair value of derivative liabilities
| Six Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Change in fair value of derivative liabilities | $ | (105,317,692 | ) | $ | - | $ | (105,317,692 | ) | NM | |||||||
During the six months ended June 30, 2026, the recognized non-cash fair value losses totalled $105.32 million driven by an increase of (a) a $2.27 million loss attributed to fair value remeasurement and subsequent settlement of SAFE liabilities into the Company’s Ordinary Class A shares and (b) $103.04 million attributed to the remeasurement of warrant liabilities due to an increase in the underlying share price. This compared to zero for the six months ended June 30, 2025, resulting in a change which was not material (“NM”).
Other income
| Six Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Other income | $ | 530,443 | $ | 49,730 | $ | 480,713 | 967 | % | ||||||||
Other income increased by $0.48 million, or 967%, to $0.53 million during the six months ended June 30, 2026, from $0.05 million during the six months ended June 30, 2025. The increase was attributable to interest income from higher cash balances for each month in the quarter ended June 30, 2026.
Foreign exchange (Loss) Gain
| Six Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Foreign exchange (loss) | $ | (318,912 | ) | $ | (306,927 | ) | $ | (11,985 | ) | (4 | )% | |||||
Foreign exchange losses increased by $0.01 million, or 4%, to $0.32 million for the six months ended June 30, 2026 from $0.31 million during the six months ended June 30, 2025. This increase was primarily driven by revaluation of outstanding intercompany balances between subsidiaries operating in jurisdictions with different currencies.
5
Interest expense
Interest expense for the six months ended June 30, 2026, increased only nominally compared with the six months ended June 30, 2025.
Comparison of the Three Months Ended June 30, 2026 and 2025
Research and development expenses
| Three Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Research and development | $ | 2,614,022 | $ | 1,206,612 | $ | 1,407,410 | 117 | % | ||||||||
Research and development expenses increased by $1.41 million, or 117%, to $2.61 million for the three months ended June 30, 2026, from $1.21 million during the three months ended June 30, 2025. The increase was driven by: (a) a $0.18 million increase in share-based compensation expenses largely attributable to the continued vesting of employee share options; (b) a $1.04 million increase in payroll-related expenses as a result of increased hiring of scientists and engineers and other compensation adjustments; (c) a $0.08 million increase in costs for the setup of our hardware testbed and additional cloud service subscription costs and (d) a $0.11 million increase in other staff related costs associated with an increase in headcount.
Excluding share-based compensation expenses and non-recurring compensation adjustments, research and development expenses increased 100% from a year ago driven by a 78% increase in the hiring of scientists and engineers as well as costs from the setup of the hardware testbed.
Selling and marketing expenses
| Three Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Selling and marketing | $ | 375,989 | $ | 248,716 | $ | 127,273 | 51 | % | ||||||||
Selling and marketing expenses increased by $0.13 million, or 51%, to $0.38 million during the three months ended June 30, 2026 from $0.25 million during the three months ended June 30, 2025. The increase was primarily driven by: (a) a $0.09 million increase in headcount related expenses and (b) a $0.04 million increase in vendor expenses associated with greater participation in industry conferences compared to the three months ended June 30, 2025.
Excluding share-based compensation expenses and non-recurring compensation adjustments, selling and marketing expenses increased 63% from a year ago mainly due to increased trade show activity and industry engagement and other headcount related expenses. Selling and marketing headcount was flat across the comparative periods.
General and administrative expenses
| Three Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| General and administrative | $ | 3,849,526 | $ | 1,146,373 | $ | 2,703,153 | 236 | % | ||||||||
6
General and administrative expenses increased by $2.70 million, or 236%, to $3.85 million for the three months ended June 30, 2026 from $1.15 million during the three months ended June 30, 2025. The increase was driven by: (a) a $0.77 million increase in payroll-related expenses due to increased non-executive and executive hiring associated with our public company transition as well as other compensation adjustments; (b) a $0.69 million increase in expenses related to post-closing of the business combination (legal advisory and filing fees) and other operational legal expenses; (c) a $0.38 million increase in share-based compensation expenses attributable to the continued vesting of employee share options and certain director equity compensation grants; (d) a $0.06 million increase in director cash compensation; (e) a $0.49 million increase in other operating expenses related our public company transition and (f) a $0.30 million increase in rent, IT spend and other staffing costs related to increased headcount.
Excluding share-based compensation expenses, non-recurring compensation adjustments and one-time business combination and post-closing expenses, general and administrative expenses increased 191% year over year.
Depreciation and amortization expenses
| Three Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Depreciation and amortization | $ | 335,966 | $ | 180,787 | $ | 155,179 | 86 | % | ||||||||
Depreciation and amortization expenses increased by $0.16 million, or 86%, to $0.34 million during the three months ended June 30, 2026, from $0.18 million during the three months ended June 30, 2025. The increase was primarily driven by an increase of: (a) $0.11 million from depreciation of components of the quantum computer that went live in Singapore during the year; (b) an increase of $0.03 million from depreciation of right-of-use assets recognized under lease arrangements; (c) and an increase of $0.02 million from depreciation of additional computer and related equipment purchased to support higher staff headcount.
Share-based compensation expenses
| Three Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Research and development | $ | 436,808 | $ | 261,285 | $ | 175,523 | 67 | % | ||||||||
| Selling and marketing | 46,320 | 65,299 | (18,979 | ) | (29 | )% | ||||||||||
| General and administrative | 509,959 | 130,294 | 379,666 | 291 | % | |||||||||||
| Total | $ | 993,088 | $ | 456,878 | $ | 536,209 | 117 | % | ||||||||
Share-based compensation expenses recognized under research and development, selling and marketing as well as general and administrative expenses increased by $0.54 million, or a 117% increase, to $1.00 million for the three months ended June 30, 2026, from $0.46 million during the three months ended June 30, 2025. The increase was driven by (a) $0.40 million from increased vesting activity from employee and executive options due to increased hiring and (b) $0.14 million from vesting of director equity compensation grants.
Change in fair value of derivative liabilities
| Three Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Change in fair value of derivative liabilities | $ | (108,294,223 | ) | $ | - | $ | (108,294,223 | ) | NM | |||||||
During the three months ended June 30, 2026, we recognized non-cash fair value losses of $108.30 million attributable to the remeasurement of warrant liabilities due to an increase in the underlying share price. This compared to zero for the three months ended June 30, 2025, resulting in a change which was not material.
Other income
| Three Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Other income | $ | 487,055 | $ | 16,943 | $ | 470,113 | 2,775 | % | ||||||||
Other income increased by $0.47 million, or 2,775%, to $0.49 million during the three months ended June 30, 2026, from $0.02 million during the three months ended June 30, 2025. The increase was attributable to an increase in interest income from higher cash balances during all the three months of the quarter ended June 30, 2026.
7
Foreign exchange (loss) gain
| Three Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Foreign exchange (loss) | $ | (241,982 | ) | $ | (172,909 | ) | $ | (69,073 | ) | (40 | )% | |||||
Foreign exchange losses increased by $0.07 million, or 40%, to $0.24 million for the three months ended June 30, 2026 from $0.17 million during the three months ended June 30, 2025. This increase was primarily driven by revaluation of outstanding intercompany balances between subsidiaries operating in jurisdictions with different currencies.
Interest expense
Interest expense for the three months ended June 30, 2026, increased only nominally compared with the three months ended June 30, 2025.
Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance with generally accepted accounting principles (U.S. GAAP), the Company reports certain Non-GAAP financial measures. The Company believes that these measures provide investors with an additional meaningful method to evaluate certain aspects of the Company’s results period over period. These measures include adjustments for certain items that management believes are not indicative of ongoing core operations as indicated below. EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with U.S. GAAP. EBITDA is defined as net loss before net interest income or expense, depreciation and amortization expenses, and income tax expense. Adjusted EBITDA is defined as net loss before share-based compensation, change in fair value of derivative liabilities, non-recurring business combination and post-closing expenses, net interest (income) expense and depreciation and amortization expenses. The Company uses EBITDA and Adjusted EBITDA to measure the operating performance of its business, by excluding specifically identified items that management does not believe directly reflect the Company’s core operations and may not be indicative of its recurring operations. The Company’s EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures provided by other companies due to potential differences in methods of calculation.
Adjusted EBITDA and reconciliation of GAAP net loss to Adjusted EBITDA
Adjusted EBITDA decreased by $5.74 million, or 150%, to $(9.56) million for the six months ended June 30, 2026 from $(3.82) million during the six months ended June 30, 2025. This change was primarily driven by increased hiring and expenses associated with the transition to being a public company.
Reconciliation of net loss (U.S. GAAP) to Adjusted EBITDA
| Six Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Net loss (U.S. GAAP) | $ | (118,786,726 | ) | $ | (7,725,194 | ) | $ | (111,061,532 | ) | (1,438 | )% | |||||
| Adjustments | ||||||||||||||||
| Net interest (income) expense | (512,778 | ) | (42,915 | ) | (469,863 | ) | (1,095 | )% | ||||||||
| Depreciation and amortization expenses | 646,233 | 349,836 | 296,397 | 85 | % | |||||||||||
| EBITDA | (118,653,271 | ) | (7,418,272 | ) | (111,234,998 | ) | (1,499 | )% | ||||||||
| Adjustments | ||||||||||||||||
| Share based compensation within | ||||||||||||||||
| Research and development | 676,982 | 2,778,608 | (2,101,627 | ) | (76 | )% | ||||||||||
| Selling and marketing | 92,386 | 170,448 | (78,062 | ) | (46 | )% | ||||||||||
| General and administrative | 839,994 | 437,675 | 402,319 | 92 | % | |||||||||||
| Change in fair value of derivative liabilities | 105,317,692 | - | 105,317,692 | NM | ||||||||||||
| Business combination and post-closing expenses | 2,164,930 | 214,101 | 1,950,829 | 911 | % | |||||||||||
| Adjusted EBITDA | $ | (9,561,286 | ) | $ | (3,817,439 | ) | $ | (5,743,847 | ) | (150 | )% | |||||
8
Adjusted EBITDA decreased by $3.39 million, or 165%, to $(5.46) million for the three months ended June 30, 2026 from $(2.06) million during the three months ended June 30, 2025. This change was primarily driven by increased hiring and expenses associated with the transition to being a public company.
Reconciliation of net loss (U.S. GAAP) to Adjusted EBITDA
| Three Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Net loss (U.S. GAAP) | $ | (115,227,348 | ) | (2,902,313 | ) | (112,325,035 | ) | (3870 | )% | |||||||
| Adjustments | ||||||||||||||||
| Net interest (income) expense | (477,253 | ) | (12,805 | ) | (464,448 | ) | (3627 | )% | ||||||||
| Depreciation and amortization expenses | 335,966 | 180,787 | 155,179 | 86 | % | |||||||||||
| EBITDA | (115,368,635 | ) | (2,734,330 | ) | (112,634,304 | ) | (4119 | )% | ||||||||
| Adjustments | ||||||||||||||||
| Share based compensation within | ||||||||||||||||
| Research and development | 436,808 | 261,285 | 175,523 | 67 | % | |||||||||||
| Selling and marketing | 46,320 | 65,299 | (18,979 | ) | (29 | )% | ||||||||||
| General and administrative | 509,959 | 130,294 | 379,666 | 291 | % | |||||||||||
| Change in fair value of derivative liabilities | 108,294,223 | - | 108,294,223 | NM | ||||||||||||
| Business combination and post-closing expenses | 622,980 | 214,101 | 408,879 | 191 | % | |||||||||||
| Adjusted EBITDA | $ | (5,458,343 | ) | (2,063,351 | ) | (3,394,993 | ) | (165 | )% | |||||||
Cash Flows
Comparison of the six months ended June 30, 2026 and 2025
The following table summarizes our cash flows for the periods presented:
| Six Months Ended June 30, | $ | % | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Net cash used in operating activities | $ | (9,283,188 | ) | $ | (3,650,706 | ) | $ | (5,632,482 | ) | (154 | )% | |||||
| Net cash used in investing activities | (5,521,276 | ) | (297,706 | ) | (5,223,570 | ) | (1,755 | )% | ||||||||
| Net cash provided by financing activities | 127,854,151 | - | 127,854,151 | NM | ||||||||||||
Operating Activities
Net cash used in operating activities during the six months ended June 30, 2026, was $9.28 million, resulting primarily from a net loss of $118.79 million, then adding back (a) non-cash charges of $1.88 million in share-based compensation expense; (b) $0.65 million in depreciation and amortization expenses; (c) $0.08 million of unrealized foreign exchange loss; (d) $1.58 million of changes in working capital and (e) $105.32 million of change in fair value of derivative liabilities. The increase in net cash used in operating activities from the prior year was primarily related to the completion of the business combination transaction, increase in expenses associated with being a public company, increase in hiring of research and development personnel and related operational support costs.
Net cash used in operating activities during the six months ended June 30, 2025, was $3.65 million, resulting primarily from a net loss of $7.73 million, then adding back (a) non-cash charges of $3.39 million in share-based compensation expense; (b) $0.35 million in depreciation and amortization expenses; (c) $0.63 million in unrealized foreign exchange loss; and subtracting (d) $0.29 million of changes in working capital.
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Investing Activities
Net cash used in investing activities during the six months ended June 30, 2026, was $5.52 million due to a prepayment for a quantum computing system to be constructed as well as other purchases of computer and office equipment to support increased staff headcount and operational requirements.
Net cash used in investing activities during the six months ended June 30, 2025, was $0.30 million representing additions of $0.11 million to equipment primarily related to the development of a quantum computing system, and additions of $0.19 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, 2026, was $127.85, reflecting (a) $100.67 million net proceeds from the issuances of SAFEs, the close of the business combination with DMY and the concurrent closing of a PIPE private placement transaction, and (b) $27.53 million proceeds from the exercise of warrants during the period, of which $27.19 million was received as of June 30, 2026.
Net cash provided by financing activities during the six months ended June 30, 2025, was zero for the period as the Company did not undertake any financing transactions.
Liquidity and Capital Resources; Going Concern
Our operations have been financed primarily through net proceeds from the consummation of the business combination and subsequent exercise of warrants.
Our cash is primarily used in two areas, first to fund operating expenses related to the growth of our business, especially through 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 strategic relationships, maintaining existing ones, funding industry engagement efforts and to support our operations in the areas of compliance, legal, accounting, facilities and their respective overheads. The second area is capital expenditures related to the acquisition of equipment and related components to build our hardware testbeds.
As of June 30, 2026 and 2025, we had cash and cash equivalents of $113.25 million and $0.71 million, respectively. We incurred net losses of $118.79 million and $7.73 million during the six months ended June 30, 2026 and 2025, respectively, and have an accumulated deficit of $152.44 million as of June 30, 2026.
The primary objective of Horizon’s capital management is to ensure that it maintains a sound capital position to support its business and maximize shareholder value. The company believes that its current available cash and cash equivalents will be sufficient to meet its working capital requirements, capital expenditures and other liquidity requirements in the ordinary course of business for a period of at least twelve months from the date hereof and beyond.
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Quantitative and Qualitative Disclosure about Market Risks
Foreign exchange risk
We conduct operations through our 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 U.S. Dollar may impact our consolidated financial statements. For the six months ended June 30, 2026 and 2025, we reported foreign exchange losses of approximately $0.32 million and $0.31 million respectively. We expect our exposure to loss in future earnings, fair values or cash flows resulting from foreign exchange risk will increase as our operations in Ireland grow and as a result of future sales in other global markets, such as North America and Europe. We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future.
Interest rate risk
Our primary exposure to interest rate risk relates to our cash and cash equivalents. Changes in market interest rates may impact our future interest income. We do not currently use any derivative financial instruments to hedge our interest income, although we may choose to do so in the future.
Warrant valuation risk
We are exposed to warrant valuation risk through our classification of our issued and outstanding warrants as liabilities on our balance sheet in accordance with ASC 815. We measure these instruments at fair value at the end of each reporting period, with changes in fair value during the period recognized in our Consolidated Statements of Operations. Changes in factors such as quoted prices of our publicly traded warrants and input assumptions into valuation models of our unlisted private warrants may result in significant fluctuations in recognized losses or gains. These are non-cash adjustments and will cease upon the exercise, redemption or expiry of the warrants.
Critical Accounting Estimates
The preparation of interim condensed consolidated financial statements in conformity with U.S. 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 U.S. 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 the business combination, share-based compensation, SAFE derivative liabilities and warrant liabilities, the use of valuation methods for awards granted prior to our becoming a publicly traded company, the use of estimates in warrant and option valuation model inputs such as expected volatility, term of options, risk-free interest rates, the usage of probability-weighted expected return method (“PWERM”), supported by use of a Monte Carlo simulation method to derive fair value changes for SAFE and warrant liabilities are subjective and the change in these assumptions can materially affect the amount of share-based compensation expense and change in fair value of derivative liabilities recognized in the interim condensed consolidated financial statements.
Off-Balance Sheet Arrangements
As of June 30, 2026, the Company did not have any off-balance sheet arrangements as defined by the rules and regulations of the SEC.
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