dMY Squared Technology Group, Inc. 8-K

What Happened
dMY Squared Technology Group, Inc. (dMY) filed an 8‑K on March 9, 2026 reporting amendments to previously disclosed PIPE subscription agreements (originally entered December 4, 2025 and March 6, 2026) for the announced business combination among dMY, Horizon Quantum Holdings Ltd. (Holdco) and Horizon Quantum Computing Pte. Ltd. (Horizon). The PIPE Investment totals approximately $111.9 million of Holdco Class A ordinary shares. Under the March 9 amendment, certain PIPE investors may elect to satisfy part or all of their PIPE commitments by delivering Currently Owned Shares of dMY or Open‑Market Purchase Shares of dMY instead of cash, reducing their required PIPE share purchases on a one‑for‑one basis (the “Reduction Right”). The amendment also revises a previously disclosed Side Letter with IonQ, removing the requirement that IonQ’s PIPE closing be conditioned on a separate commercial hardware purchase agreement.

Key Details

• PIPE size: approximately $111.9 million in Holdco Class A ordinary shares (private placement).
• Amendment date: March 9, 2026 (to PIPE Subscription Agreements dated Dec 4, 2025 and Mar 6, 2026).
• Reduction Right: PIPE investors can use Currently Owned Shares (shares they beneficially owned as of the amendment date) and/or Open‑Market Purchase Shares (shares bought at a price below the Redemption Price) to reduce PIPE share obligations one‑for‑one.
• Conditions: Open‑Market Purchase Shares cannot be sold before closing, must be voted as abstentions (not in favor), and cannot be redeemed for cash at closing; Currently Owned Shares must be voted in favor and not redeemed. Certification to dMY/Holdco/Horizon is required one business day before the redemption deadline.
• IonQ side letter amended: IonQ’s PIPE closing is no longer conditioned on entry into a commercial agreement for IonQ hardware.

Why It Matters
This amendment gives PIPE investors flexibility to use dMY public shares instead of cash, which may lower the actual cash proceeds Holdco receives from the PIPE if investors elect the Reduction Right. That can affect the post‑combination cash position and how much outside funding Holdco will have for operations or growth. The voting and redemption restrictions tied to these share‑based reductions could also affect shareholder vote dynamics and the amount of public shareholder redemptions at the special meeting. The removal of the commercial‑agreement condition for IonQ’s PIPE closing may increase the likelihood of IonQ’s participation and thus the PIPE funding being completed, subject to the other closing conditions and shareholder approvals described in the proxy/prospectus materials.