dMY Squared Technology Group, Inc. 8-K

What Happened
dMY Squared Technology Group, Inc. (dMY) filed an 8-K (Item 1.01) reporting that Horizon Quantum Holdings Ltd. (Holdco) agreed to sell Class A ordinary shares in a private placement (a PIPE) to institutional, accredited and strategic investors to fund the previously announced business combination among dMY, Holdco and Horizon. The PIPE was initially entered December 4, 2025, and additional subscriptions were executed March 6, 2026, bringing the aggregate PIPE commitment to $111,862,500. PIPE shares are being sold at a per-share price equal to the Redemption Price (the price at which dMY’s public shares may be redeemed). The filing also notes the Form F-4 registration statement became effective February 17, 2026 and dMY mailed the definitive proxy/prospectus that same day.

Key Details

• Aggregate PIPE commitment: $111,862,500 (initial subscriptions plus additional $1,450,000 on March 6, 2026).
• Per-share price: equal to dMY’s Redemption Price (the redemption price for dMY public shares).
• Notable investor: Penchant Family Holdings LLC invested $1,000,000; its Managing Member is affiliated with Danielle Lambert, a Holdco director nominee.
• Regulatory/process status: Form F-4 became effective Feb 17, 2026 and the definitive proxy/prospectus for the special shareholder meeting was mailed the same day.

Why It Matters
This PIPE provides committed equity financing (about $111.9M) intended to support the closing and initial capitalization of the combined company (Holdco/Horizon) if the business combination with dMY is completed. Investors should note the transaction still requires shareholder approvals and is subject to the conditions, risks and forward‑looking statements described in the proxy/prospectus and registration statement; those documents contain additional details and risk factors that may affect the timing and outcome of the Business Combination.