DMYY Seeks Extension to Avoid Liquidation, Delisted SPAC Eyes Horizon Deal

TL;DR

**DMYY needs this extension or it's game over; vote 'FOR' if you want a shot at the Horizon deal, otherwise, take your $11.67 and run.**

AI Summary

dMY Squared Technology Group, Inc. (DMYY) is seeking shareholder approval to extend its business combination deadline from December 29, 2025, to January 29, 2026, with potential further extensions up to June 29, 2026. This extension is crucial for DMYY to complete its proposed Business Combination with Horizon Quantum Computing Pte. Ltd., which was announced on September 9, 2025. The company previously extended its deadline on January 2, 2024, which resulted in the redemption of 3,980,414 shares and a payment of approximately $42.0 million to redeeming shareholders. DMYY's securities were delisted from NYSE American on September 29, 2025, due to failure to complete a business combination within 36 months of its IPO, and now trade on the OTCQB Market. The Trust Account held approximately $27,298,111.87 as of November 19, 2025, with an estimated per-share redemption price of $11.67. The Sponsor, dMY Squared Sponsor LLC, holds 36.4% of outstanding common stock and has contributed $1,141,667 to the Trust Account for prior extensions via a convertible promissory note up to $1.75 million.

Why It Matters

This DEF 14A filing is critical for DMYY investors as it directly impacts the SPAC's ability to complete its proposed merger with Horizon Quantum Computing. Failure to approve the extension would force DMYY to liquidate by December 29, 2025, resulting in a cash distribution to public shareholders but no upside from the potential business combination. The delisting from NYSE American to OTCQB has already reduced liquidity and market visibility, making the successful completion of a merger even more vital for shareholder value. For Horizon, the extension provides necessary time to finalize the transaction, while employees and customers of both entities face uncertainty until the merger's fate is decided, especially given the competitive landscape in quantum computing.

Risk Assessment

Risk Level: high — The risk level is high because DMYY's securities were delisted from NYSE American on September 29, 2025, and now trade on the OTCQB Market, significantly reducing liquidity and increasing volatility. Failure to approve the extension by December 15, 2025, will force the company to liquidate by December 29, 2025, extinguishing all shareholder rights except for a cash redemption. The potential for significant redemptions, as seen with the $42.0 million paid out on January 4, 2024, could further deplete the Trust Account, which held approximately $27,298,111.87 as of November 19, 2025, making the Horizon deal harder to close.

Analyst Insight

Investors should carefully weigh the potential upside of the Horizon Quantum Computing merger against the immediate redemption value of approximately $11.67 per share. If bullish on the merger, vote 'FOR' the extension proposals. If skeptical or seeking immediate liquidity, consider redeeming shares by December 11, 2025, or selling on the OTCQB, noting the current market price of $11.86 as of November 19, 2025.

Key Numbers

• $27.3M — Trust Account Balance (Approximately $27,298,111.87 as of November 19, 2025, before redemptions.)
• Dec 29, 2025 — Current Business Combination Deadline (The date by which DMYY must complete a business combination or liquidate.)
• Jan 29, 2026 — Proposed Initial Extended Deadline (The new deadline if the Extension Amendment is approved.)
• Jun 29, 2026 — Maximum Extended Deadline (The latest possible deadline with all five one-month extensions.)
• 36.4% — Sponsor's Voting Power (Percentage of outstanding common stock held by dMY Squared Sponsor LLC.)
• 65% — Required Shareholder Vote (Percentage of common stock required to approve the Extension Amendment Proposal.)
• 3,980,414 — Shares Redeemed in Prior Extension (Number of public shares redeemed on January 4, 2024.)
• $1,141,667 — Sponsor Contributions to Trust Account (Amount deposited for prior extensions from the Convertible Note.)
• $1.75M — Convertible Note Principal (Maximum principal amount of the Convertible Note issued to Harry L. You.)
• $11.86 — Class A Common Stock Closing Price (Closing price on OTC Markets as of November 19, 2025.)

Key Players & Entities

• dMY Squared Technology Group, Inc. (company) — Registrant seeking extension
• Horizon Quantum Computing Pte. Ltd. (company) — Target for Business Combination
• dMY Squared Sponsor LLC (company) — Sponsor and holder of 36.4% of common stock
• Harry L. You (person) — Chairman, CEO, CFO, and affiliate of the Sponsor
• Continental Stock Transfer & Trust Company (company) — Trustee for the Investment Management Trust Agreement
• NYSE American (regulator) — Former listing exchange for DMYY
• OTCQB Market (regulator) — Current listing market for DMYY Class A common stock and public warrants
• Securities and Exchange Commission (regulator) — Regulatory body for SEC filings
• $42.0 million (dollar_amount) — Amount paid to redeeming shareholders on January 4, 2024
• $11.67 (dollar_amount) — Estimated per-share redemption price as of November 19, 2025

FAQ

Risk Factors

• Delisting from NYSE American [high — market]: DMYY's securities were delisted from NYSE American on September 29, 2025, due to failure to complete a business combination within 36 months. Trading now occurs on the OTCQB Market, which may result in a limited market, adverse price effects, and potential 'penny stock' designation.
• Trust Account Depletion Risk [high — financial]: The Trust Account balance was approximately $27.3 million as of November 19, 2025. Previous extensions led to significant redemptions, with 3,980,414 shares redeemed for $42.0 million in January 2024. Further extensions may trigger additional redemptions, depleting the trust account and potentially leaving insufficient funds for the business combination or liquidation.
• Business Combination Uncertainty [high — operational]: The proposed business combination with Horizon Quantum Computing Pte. Ltd. announced on September 9, 2025, is facing a deadline extension. The company requires shareholder approval to extend the deadline from December 29, 2025, to January 29, 2026, with potential further extensions to June 29, 2026, indicating potential challenges in closing the deal.
• Sponsor Support and Convertible Note [medium — financial]: The Sponsor, dMY Squared Sponsor LLC, holds 36.4% of outstanding common stock and has contributed $1,141,667 to the Trust Account via a convertible promissory note up to $1.75 million for prior extensions. The terms of this note, including potential conversion into warrants, could impact future share dilution.
• Limited Trading Market and Liquidity [medium — market]: Trading on the OTCQB Market may lead to reduced liquidity and price volatility. The company cannot assure continued trading, broker-dealer quotes, or sufficient trading volume, potentially hindering investors' ability to transact in its securities.

Industry Context

The Special Purpose Acquisition Company (SPAC) market has seen significant evolution, with increased scrutiny on deadlines and business combination success rates. Companies like DMYY, facing delisting and deadline pressures, are increasingly seeking extensions to finalize deals, especially in technology sectors like quantum computing where Horizon operates. The success of such combinations hinges on market conditions and regulatory approvals.

Regulatory Implications

DMYY's delisting from NYSE American and subsequent trading on the OTCQB Market subjects it to different regulatory oversight and potentially less stringent listing requirements, but also impacts investor confidence and liquidity. The extension proposals themselves require shareholder approval and adherence to SEC proxy rules, ensuring transparency in the process.

What Investors Should Do

1. Review the proposed Extension Amendment and Trust Agreement Amendment.
2. Assess the likelihood of the Business Combination with Horizon Quantum Computing Pte. Ltd. completing by the extended deadline.
3. Evaluate the risks associated with trading on the OTCQB Market.
4. Consider the Sponsor's role and potential dilution.

Key Dates

• 2025-09-09: Announcement of Business Combination Agreement with Horizon Quantum Computing Pte. Ltd. — Initiated the process for the proposed business combination, which is the primary reason for the current extension request.
• 2025-09-29: Delisting from NYSE American — Company failed to meet the 36-month deadline for a business combination, leading to delisting and a shift to OTCQB trading, impacting liquidity and investor perception.
• 2025-11-19: Trust Account Balance reported — Provides a snapshot of available funds, crucial for understanding redemption potential and the financial viability of completing the business combination.
• 2025-12-15: Special Meeting of Shareholders — Shareholders will vote on the extension amendment and trust agreement amendment proposals, critical for the company's continued operation.
• 2025-12-29: Current Business Combination Deadline — The original deadline to complete a business combination; failure to extend will result in liquidation.
• 2026-01-29: Proposed Initial Extended Deadline — The first proposed extension date if shareholders approve the amendment, providing additional time to finalize the business combination.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders when they are asked to vote on important corporate matters. (This document is the proxy statement containing the proposals shareholders are voting on, including the extension of the business combination deadline.)

Business Combination

The merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination between a special purpose acquisition company (SPAC) and one or more target businesses. (DMYY is seeking to extend its deadline to complete its business combination with Horizon Quantum Computing Pte. Ltd.)

Trust Account

An account established by a SPAC to hold the proceeds from its initial public offering (IPO) in trust, which can only be used for business combinations, redemptions, or liquidation expenses. (The balance of the Trust Account ($27.3M as of Nov 19, 2025) is critical for understanding potential redemptions and the financial resources available.)

Redemption

The process by which public shareholders of a SPAC can elect to have their shares redeemed for a pro rata portion of the funds held in the Trust Account, typically when they do not approve of a proposed business combination or when the SPAC liquidates. (Significant redemptions occurred in January 2024 (3,980,414 shares for $42.0M), and further redemptions are a risk with the current extension.)

Sponsor

The entity that organizes and finances a SPAC, typically receiving founder shares and warrants in exchange for their capital and efforts. (dMY Squared Sponsor LLC is the sponsor, holding 36.4% of common stock and providing financial support for extensions.)

Convertible Promissory Note

A debt instrument that can be converted into equity (in this case, warrants) under certain conditions. (The Sponsor has provided a convertible note of up to $1.75 million, with $1,141,667 already deposited into the Trust Account for extensions.)

OTC Market

Over-the-Counter market, a decentralized market where securities are traded directly between two parties without the supervision of a formal exchange like the NYSE. (DMYY's securities are now traded on the OTCQB Market after being delisted from NYSE American.)

Year-Over-Year Comparison

This filing focuses on the critical need to extend the business combination deadline due to the impending expiration on December 29, 2025, and the ongoing efforts to complete the combination with Horizon Quantum Computing. Unlike previous filings that might have detailed progress on a business combination target, this document highlights the company's delisting from NYSE American on September 29, 2025, and the shift to OTC trading, introducing significant market risks. The Trust Account balance has also decreased due to prior redemptions, emphasizing the urgency of shareholder approval for the extension to avoid liquidation.

Key Financial Figures

• $631,900 — Trust Account ”) an aggregate of $631,900 for each extension. On January 2, 2024,
• $41,667 — to the initial extension, an amount of $41,667, and (ii) one business day following th
• $50,000 — such additional extension, an amount of $50,000. In connection with the shareholder app
• $42.0 million — med, and the Company paid approximately $42.0 million to redeeming shareholders on January 4,
• $1.75 million — ”), with a principal amount up to $1.75 million (the “ Convertible Note ”).
• $1,500,000 — the initial business combination, up to $1,500,000 of the outstanding principal of the Con
• $1.00 — converted into warrants, at a price of $1.00 per warrant, at the option of the Payee
• $1,141,667 — from the Convertible Note and deposited $1,141,667 into the Trust Account in connection wi
• $27,298,111.87 — be only a fraction of the approximately $27,298,111.87 (including interest, but less the funds
• $11 — the Trust Account will be approximately $11.67, for illustrative purposes, calculat
• $11.86 — s A common stock on the OTC Markets was $11.86. Accordingly, if the market price were
• $0.19 — lic shareholder receiving approximately $0.19 less than if such shareholder sold the
• $100,000 — s payable and after setting aside up to $100,000 to pay dissolution expenses), divided b

Filing Documents

• dmysquared_def14a.htm (DEF 14A) — 489KB
• img_001.jpg (GRAPHIC) — 1344KB
• img_002.jpg (GRAPHIC) — 901KB
• 0001829126-25-009399.txt ( ) — 3581KB

From the Filing

DEF 14A 1 dmysquared_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 dMY Squared Technology Group, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. DMY SQUARED TECHNOLOGY GROUP, INC. 1180 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144 NOTICE OF SPECIAL MEETING TO BE HELD ON DECEMBER 15, 2025 TO THE SHAREHOLDERS OF DMY SQUARED TECHNOLOGY GROUP, INC.: You are cordially invited to attend the Special Meeting (the “ Special Meeting ”) of shareholders of dMY Squared Technology Group, Inc. (the “ Company ,” “ we ,” “ us ” or “ our ”), to be held at 10:00 a.m. Eastern Time, on December 15, 2025. The Special Meeting will be held virtually, at https://www.cstproxy.com/dmysquaredtechnology/2025 . At the Special Meeting, the shareholders will consider and vote upon the following proposals: 1. To approve the amendment (the “ Extension Amendment ”) of the Company’s Amended and Restated Articles of Organization (our “ Charter ”) pursuant to an amendment in the form set forth in Annex A to the accompanying proxy statement to extend the date (the “ Deadline Date ”) by which the Company must consummate a business combination from December 29, 2025 (the “ Current Outside Date ”) to January 29, 2026, and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors (the “ Board ”), to elect to further extend the Deadline Date up to five times for an additional one month each time, until up to June 29, 2026 (collectively, the “ Extension ” and the proposal, the “ Extension Amendment Proposal ”). 2. To approve the amendment (the “ Trust Agreement Amendment ”) of the Company’s Investment Management Trust Agreement, dated October 4, 2022 (as amended, the “ Trust Agreement ”), by and between the Company and Continental Stock Transfer & Trust Company (the “ Trustee ”), pursuant to an amendment in the form set forth as Annex B to the accompanying proxy statement, to reflect the Extension (the “ Trust Agreement Amendment Proposal ”). 3. To approve the adjournment of the Special Meeting to a later date or dates, or indefinitely, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension (the “ Adjournment Proposal ”). The Trust Agreement Amendment Proposal is cross-conditioned on the approval of the Extension Amendment Proposal. Approval of both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension Amendment and Trust Agreement Amendment. Each of the proposals are more fully described in the accompanying proxy statement. The Special Meeting will be a virtual meeting. You will be able to attend and participate in the Special Meeting online by visiting https://www.cstproxy.com/dmysquaredtechnology/2025 . Please see “ Questions and Answers about the Special Meeting — How do I attend the Special Meeting? ” for more information. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL, “FOR” THE TRUST AGREEMENT AMENDMENT PROPOSAL, AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL. As previously disclosed, on September 9, 2025, the Company entered into the Business Combination Agreement (the “ Business Combination Agreement ”) with Horizon Quantum Computing Pte. Ltd. (“ Horizon ”) and the other parties thereto. The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “ Business Combination ”. For more information about the Business Combination, see our Current Reports on Form 8-K filed with the SEC on September 9, 2025, October 14, 2025, and October 22, 2025. While the parties to the Business Combination Agreement are working toward satisfaction of the condition

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