Horizon Quantum, Inc. – Major Corporate Developments Following Business Combination

Key Highlights

• Completion of Business Combination: dMY Squared Technology Group, Inc. (the “Company”) has completed its business combination with Horizon Quantum Holdings Ltd. (“Holdco”), resulting in the Company becoming a wholly-owned subsidiary of Holdco and being renamed Horizon Quantum, Inc.
• Change in Control: The consummation of the SPAC Merger led to a change in control, with Holdco assuming full ownership of the Company.
• Amendments to Articles of Organization: The Company adopted a Second Amended and Restated Articles of Organization in connection with the business combination, which consolidates all amendments and implements the new capital structure and governance provisions.
• Trading Information: The Company’s securities now trade on the OTC Markets Group, Inc. under new symbols:
  • Units (each consisting of one share of Class A common stock and one-half of one redeemable warrant): DMYYU
  • Class A Common Stock: DMYY
  • Redeemable Warrants: DMYYW
• Warrant Assumption Agreement: A new Warrant Assumption Agreement has been executed by and among dMY Squared Technology Group, Horizon Quantum Holdings, and Continental Stock Transfer & Trust Company, transferring obligations and rights under the existing warrant agreement to the new parent entity.
• Emerging Growth Company Status: Horizon Quantum, Inc. is classified as an emerging growth company and has not opted out of the extended transition period for new accounting standards.

Details for Investors and Shareholders

1. Business Combination & Change in Control

The Company, formerly known as dMY Squared Technology Group, Inc., has consummated its business combination with Horizon Quantum Holdings Ltd. As a result, the Company has become a wholly-owned subsidiary of Holdco and has been renamed Horizon Quantum, Inc. This is a significant change in the corporate structure and control, which could impact the strategic direction and operations of the business going forward.

2. Amendments to Articles of Organization

In connection with this transaction, Horizon Quantum, Inc. adopted the Second Amended and Restated Articles of Organization. Notable changes include:

• The Company is now authorized to issue 10,500 shares of capital stock, consisting of 10,000 shares of common stock and 500 shares of preferred stock, each with a par value of \$0.0001 per share.
• The Board of Directors has the authority to issue preferred stock in one or more series without further shareholder approval, subject to applicable law.
• The number of authorized preferred shares can be increased or decreased by the majority of common stockholders, unless otherwise required by terms of any preferred stock series.
• The Board can authorize rights, warrants, and options to acquire shares of any class, with terms and consideration set by the Board, provided the consideration for shares is not less than par value.
• There are no restrictions on the transfer of shares in the Articles.
• Shareholder meetings may be held inside or outside the Commonwealth, and the Board can set its own compensation.
• Specific processes for handling director or officer conflicts of interest are outlined, requiring disclosure and approval by disinterested directors or shareholders.

These changes could affect shareholder rights, capital structure flexibility, and future corporate actions.

3. Securities Information

• Units (Class A common stock + 0.5 warrant): DMYYU
• Class A Common Stock: DMYY
• Redeemable Warrants (1 warrant = 1 share of Class A common stock at \$11.50/share): DMYYW
• All trade on OTC Markets Group, Inc.

These new trading symbols and the shift to OTC Markets could affect liquidity and price volatility. Investors should monitor trading activity and market announcements accordingly.

4. Warrant Assumption Agreement

The Company entered into a Warrant Assumption Agreement to ensure that all rights and obligations under the existing warrant agreement were transferred to Horizon Quantum Holdings Ltd. This is a crucial step to maintain continuity for warrant holders and provides clarity regarding the exercise of warrants post-merger.

5. Emerging Growth Company Status

Horizon Quantum, Inc. has declared itself as an emerging growth company, meaning it is eligible for certain reduced reporting requirements and may utilize extended transition periods for implementing new accounting standards. This could impact the level of disclosure and timing of accounting changes, which investors should track for future filings.

Potential Price-Sensitive Information

• Change in Control: The business combination and resulting change in control may lead to strategic realignments, new management, or operational changes which could impact future earnings and share value.
• Revised Capital Structure: The restated articles allow for greater flexibility in issuing new classes or series of stock, which could lead to dilution or capital raising in the future.
• Warrant Terms: The continuation and clarification of warrant terms ensure no disruption for existing holders, but warrant exercises (at \$11.50/share) could impact the share count and market price if exercised in volume.
• OTC Markets Trading: Movement of securities to the OTC Markets may alter trading dynamics, potentially impacting liquidity and volatility.

Conclusion

The completion of the business combination, the adoption of new articles of organization, and the resulting change in control are material events that are likely to impact shareholder value and the future direction of Horizon Quantum, Inc. Investors should closely monitor further disclosures, board and management composition, and any forthcoming strategic announcements from the new controlling entity.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filings and consult with their financial advisor before making investment decisions. The information herein is derived from company filings and may be subject to further updates or corrections.

View dMY Squared Technology Group, Inc. Historical chart here