Key Highlights

• Filing of Form 8-K: dMY Squared Technology Group, Inc. (the “Company” or “dMY”) has filed a Form 8-K with the SEC, disclosing significant developments related to a proposed business combination and associated agreements.
• Date of Reported Event: March 6, 2026
• Nature of Securities:
  • Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant (Trading Symbol: DMYYU)
  • Class A common stock, par value \$0.0001 per share (Trading Symbol: DMYY)
  • Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of \$11.50 per share (Trading Symbol: DMYYW)
  • All securities currently quoted on the OTC Markets Group, Inc.
• Emerging Growth Company: The Company indicates it qualifies as an emerging growth company under the SEC rules.

Details of the Form 8-K Filing

The Form 8-K filing primarily concerns the ongoing business combination process involving dMY Squared Technology Group, Inc., Holdco, and Horizon. The filing references a registration statement on Form F-4 that has been filed by Holdco and Horizon with the SEC, which includes a preliminary proxy statement/prospectus for a special meeting of dMY shareholders to consider and approve the business combination and related matters.

PIPE Subscription Agreement: The filing discusses the execution of a PIPE (Private Investment in Public Equity) Subscription Agreement, which is an important mechanism for raising additional capital to support the business combination. While the full terms of the PIPE Subscription Agreement are not detailed in the summary, a copy is included as Exhibit 10.1 to the filing and is incorporated by reference.

Shareholder Considerations:

• The filing emphasizes that the business combination is not yet complete and is subject to a shareholder vote at a forthcoming special meeting.
• Shareholders are urged to read the definitive proxy statement/prospectus and all other documents filed with the SEC as they will contain important information regarding the transaction, the involved parties, and the potential impact on shareholder value.

Forward-Looking Statements and Risks: The 8-K includes extensive cautionary language regarding forward-looking statements, noting that expectations, estimates, and projections may differ materially from actual results. Key risk factors highlighted include:

• Uncertainties associated with the closing of the business combination
• Potential risks detailed in dMY’s Annual Report and other SEC filings, especially the “Risk Factors” section
• The possibility that the company may not be able to consummate the PIPE Transaction or realize anticipated benefits from the business combination
• Risks associated with the integration of quantum computing technology and proprietary software platforms
• No guarantee of future performance based on past results of dMY or Horizon management teams

No Offer or Solicitation: The filing makes clear that the 8-K is not a solicitation of proxies or an offer to sell or buy securities. Any offer or solicitation would only be made through a prospectus that meets SEC requirements.

Potential Share Price Impact and Price-Sensitive Information

This filing is potentially price sensitive for several reasons:

• The progress of the business combination, including the filing of a registration statement and the execution of a PIPE Subscription Agreement, are material events that could influence investor sentiment and the Company’s share price.
• The outcome of the shareholder vote, the successful completion of the PIPE financing, and the integration of new technology platforms (such as quantum computing initiatives) could have significant implications for the future valuation and strategic direction of the Company.
• Any delays, changes, or failure to close the business combination or PIPE financing could adversely impact the stock price.

Shareholders and potential investors should closely monitor further SEC filings, especially the definitive proxy statement/prospectus and any other disclosures related to the business combination. These documents will provide crucial updates that may affect investment decisions.

Other Noteworthy Details

• Company Contact Information: 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144; Business Phone: 408-232-2139
• SEC File Number: 001-41519
• The Company’s status as an emerging growth company may provide it with certain regulatory accommodations, potentially affecting its disclosure and reporting obligations.

Exhibits Filed

• Exhibit 10.1: Form of PIPE Subscription Agreement (incorporated by reference; full text available in the SEC filing)
• Exhibit 104: Cover Page Interactive Data File (embedded within the Inline XBRL document)

Disclaimer: This article is for informational purposes only and is not intended as investment advice. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Investors are strongly encouraged to review all relevant SEC filings and consult with their financial advisor before making investment decisions. The Company does not undertake any obligation to update forward-looking statements except as required by law.

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