UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT
OF 1934
For the month of November 2026
Commission File Number: 001-43203
Horizon Quantum Holdings Ltd.
(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 ☐
On November 5, 2026, Horizon Quantum Holdings,
Ltd. (the “Company”), issued a press release announcing that on November 5, 2026, the Company entered into a non-binding
letter of intent (the “Non-Binding LoI”) to acquire Entropica Labs Pte. Ltd., a Singapore private company limited by shares.
The proposed transaction contemplates $27 million in anticipated consideration to be paid by the Company in the form of its Class A ordinary
shares. The transaction contemplated by the Non-Binding LoI is subject to the completion of appropriate due diligence, related audits,
the signing of definitive agreements and satisfaction of other customary conditions.
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.
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Horizon Quantum Holdings Ltd. |
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By: |
/s/ Joseph Fitzsimons |
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Name: |
Joseph Fitzsimons |
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Title: |
Chief Executive Officer and Chairman |
Date: November 5, 2026
EXHIBIT INDEX
| Exhibit No. |
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Description |
| Exhibit 99.1 |
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Press Release, dated November 5, 2026. |
Exhibit 99.1
Horizon Quantum
Signs Non-Binding Letter of Intent to Acquire Entropica Labs
SINGAPORE
– November 5, 2026 – Horizon Quantum Holdings Ltd. (Nasdaq: HQ) (“Horizon Quantum”), a pioneer of
software infrastructure for quantum applications, today announced that they have signed a non-binding letter of intent to acquire
Entropica Labs Pte. Ltd. (“Entropica Labs”), a Singapore-based quantum software company specializing in error correction
and fault tolerance, for an anticipated consideration of $27 million USD of Horizon Quantum Class A
ordinary shares (the “Proposed Transaction”), subject to the completion of appropriate due diligence, related audits,
the signing of definitive agreements, and satisfaction of other customary conditions.
About Horizon Quantum
Horizon Quantum [NASDAQ: HQ] is on a
mission to unlock broad quantum advantage by building the software infrastructure that empowers developers to use quantum computing to
solve the world’s toughest computational problems.
Founded in 2018
by Dr. Joe Fitzsimons, a leading researcher and former professor with more than two decades of experience in quantum computing, the company
is bridging the gap between today’s quantum hardware and tomorrow’s applications through the creation of advanced software
development tools. Its software infrastructure moves beyond the constraints of static circuit execution, making it possible for developers
to express any conceivable quantum computation. Its integrated development environment, Triple Alpha, enables developers to write sophisticated,
hardware-agnostic quantum programs at multiple levels of abstraction. Learn more at www.horizonquantum.com.
About Entropica Labs
Entropica Labs’ mission is to build the software infrastructure that turns
quantum hardware into fault-tolerant computers that developers can use.
Founded in 2018 by Dr. Tommaso Demarie and
Dr. Ewan Munro, former researchers at the Centre for Quantum Technologies in Singapore, Entropica treats fault tolerance as a
systems-software challenge. The Singapore-based company is developing Loom, a fault-tolerant compiler that is designed to let
quantum hardware companies run error-corrected programs on their systems without building the full stack themselves.
Note to
Investors Regarding Forward-Looking Statements
This press release includes forward-looking
statements. The expectations, estimates, and projections of the businesses of Horizon Quantum may differ from its actual results and
consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,”
“estimate,” “anticipate,” “intend,” “may,” “will,” “could,” “should,”
“potential,” “plan,” “enable,” and similar expressions are intended to identify such forward-looking
statements. Actual results may differ materially and adversely from those expressed or implied in any forward-looking statements and
Horizon Quantum therefore cautions against placing undue reliance on any of these forward-looking statements. Many of these factors are
outside of the control of Horizon Quantum and are difficult to predict. Factors that may cause such differences include, but are not
limited to: (i) the completion of the Proposed Transaction on anticipated terms and timing, including regulatory approvals, anticipated
tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness,
financial condition, losses, future prospects, business and management strategies, expansion and growth of Entropica Labs’ and
Horizon Quantum’s businesses and other conditions to the completion of the Proposed Transaction; (ii) failure to realize the
anticipated benefits of the Proposed Transaction, including as a result of delay in completing the Proposed Transaction or integrating
the businesses and technologies of Horizon Quantum and Entropica Labs; (iii) Horizon Quantum’s and Entropica Labs’ ability
to implement their business strategies; (iv) potential litigation relating to the Proposed Transaction that could be instituted
against Horizon Quantum, Entropica Labs or their respective directors; (v) the risk that disruptions from the Transaction will harm
Horizon Quantum’s or Entropica Labs’ businesses, including current plans and operations; (vi) the ability of Horizon
Quantum or Entropica Labs to retain and hire key personnel; (vii) potential adverse reactions or changes to business relationships
resulting from the announcement, pendency or completion of the Proposed Transaction; (viii) uncertainty as to the long-term value
of Horizon Quantum’s Class A ordinary shares; (ix) legislative, regulatory and economic developments affecting Horizon Quantum’s
and Entropica Labs’ businesses; (x) general economic and market developments and conditions; (xi) the evolving legal,
regulatory and tax regimes under which Horizon Quantum and Entropica Labs operate; (xii) potential business uncertainty, including
changes to existing business relationships, during the pendency of the Proposed Transaction that could affect Horizon Quantum’s
or Entropica Labs’ financial performance; (xiii) restrictions during the pendency of the Proposed Transaction that may impact
Horizon Quantum’s or Entropica Labs’ ability to pursue certain business opportunities or strategic transactions; (xiv) unpredictability
and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Horizon
Quantum’s and Entropica Labs’ response to any of the aforementioned factors; and (xv) failure of the Transaction to
be approved by the shareholders of Entropica Labs; and (xvi) other risks and uncertainties included in the “Risk Factors”
section of the Annual Report on Form 20-F filed by Horizon Quantum on April 14, 2026 with the U.S. Securities and Exchange Commission
(“SEC”), as well as other documents filed or to be filed with the SEC by Horizon Quantum. The foregoing list of factors is
not exclusive. New risks emerge from time to time, and it is not possible for management to predict all risks, nor can management assess
the impact of all factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Except as required by law, Horizon Quantum undertakes no obligation
to update any forward-looking statements. You should not place undue reliance upon any forward-looking statements, which speak only as
of the date made. Horizon Quantum does not undertake or accept any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on
which any such statement is based, except as required by law.
Media Contact
Horizon Quantum
media contact
Yanina Blaclard
media@horizonquantum.com
Investor Contact
Horizon Quantum investor contact
Katherine Bailon
investors@horizonquantum.com
