20-F - HQ - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:March 19, 2026

Commission File Number: 001-43203

Horizon Quantum Holdings Ltd.

(Exact name of Registrant as specified in itscharter)

Not applicable	Singapore
(Translation of Registrant’s name into English)	(Jurisdiction of incorporation or organization)

Joseph Fitzsimons

29 Media Cir. #05-22

Singapore, 138565

+65 6591 8840

(Name, Telephone, Email and/or Facsimile numberand Address of Company Contact Person)

Securities registered or to be registered pursuantto Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Class A ordinary shares, $0.0001 par value per share	HQ	The Nasdaq Stock Market LLC
Warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 per share	HQWWW	The Nasdaq Stock Market LLC

Securities registered or to be registered pursuantto Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligationpursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: 51,578,134 ordinary shares (consisting of 31,833,549 Class A ordinary shares and 19,744,585 Class B ordinary shares) outstanding as of March 20, 2026.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒
				Emerging growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒	International Financial Reporting Standards as issued ☐	Other ☐
	by the International Accounting Standards Board

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐

TABLE OF CONTENTS

		Page
EXPLANATORY NOTE		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv
PART I		1
Item 1.	Identity of Directors, Senior Management and Advisers	1
Item 2.	Offer Statistics and Expected Timetable	1
Item 3.	Key Information	2
Item 4.	Information on the Company	2
Item 4A.	Unresolved Staff Comments	7
Item 5.	Operating and Financial Review and Prospects	7
Item 6.	Directors, Senior Management and Employees	18
Item 7.	Major Shareholders and Related Party Transactions	28
Item 8.	Financial Information	30
Item 9.	The Offer and Listing	31
Item 10.	Additional Information	32
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 12.	Description of Securities Other Than Equity Securities	33
PART II		34
PART III		35
Item 17.	Financial Statements	35
Item 18.	Financial Statements	35
Item 19.	Exhibits	36

EXPLANATORY NOTE

On March 19, 2026, Horizon Quantum Holdings Ltd. (formerly known as Horizon Quantum Holdings Pte. Ltd. and Rose Holdco Pte. Ltd.) (Company Registration No.: 202537774K), a Singapore public company limited by shares (“we,” “us,” “our,” or the “Company”) consummated the previously announced business combination with dMY Squared Technology Group, Inc. (“DMY”), pursuant to the business combination agreement, dated as of September 9, 2025 (as amended, supplemented and/or restated from time to time, the “Business Combination Agreement”) by and among DMY, the Company, Rose Acquisition Pte. Ltd. (Company Registration No.: 202537790M), a Singapore private company limited by shares and a wholly-owned subsidiary of the Company (“Merger Sub 1”), Horizon Merger Sub 2, Inc., a Massachusetts corporation and wholly-owned subsidiary of the Company (“Merger Sub 2”), and Horizon Quantum Computing Pte. Ltd. (Company Registration No.: 201802755E), a Singapore private company limited by shares (“Horizon”).

On March 19, 2026 (the “AmalgamationEffective Time”), Merger Sub 1 amalgamated with and into Horizon (the “Amalgamation”), with Horizon surviving the Amalgamation as a wholly-owned subsidiary of the Company and the outstanding shares of Horizon being converted into the right to receive shares of the Company’s Class A ordinary shares, with no par value (the “Company Class A Ordinary Shares”) or the right to receive shares of the Company’s Class B ordinary shares, with no par value (the “Company Class B OrdinaryShares”), as the case may be. Subsequent to the Amalgamation, Merger Sub 2 merged with and into DMY (the “Merger”), with DMY surviving the Merger as a wholly-owned subsidiary of the Company and the outstanding securities of DMY being converted into the right to receive Company Class A Ordinary Shares and/or Company Warrants (as defined below) of the Company (the Amalgamation and the Merger together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “BusinessCombination”).

Under the Business Combination Agreement, the aggregate merger consideration amount paid to the shareholders of Horizon is $508,384,000 and was paid entirely in newly issued Company Class A Ordinary Shares and Company Class B Ordinary Shares (the “Merger Consideration”), at the consummation of the Business Combination (the “Closing”).

As a result of the Business Combination, (a) each issued and outstanding ordinary share in the share capital of Horizon (the “Horizon Ordinary Shares”) was automatically converted into the right to receive a number of Company Ordinary Shares (as defined below) equal to the Exchange Ratio (as defined below), on the terms and subject to the conditions of the Business Combination Agreement (b) the shares of Horizon that were held by Joseph Fitzsimons, the Chief Executive Officer and Chairman of the Board of Horizon and the Company, that were issued and outstanding immediately prior to the Amalgamation Effective Time were cancelled and converted into the right to receive such number of Company Class B Ordinary Shares equal to the Exchange Ratio and in accordance with the Business Combination Agreement, with each such Company Class B Ordinary Share entitling each holder thereof to three (3) votes for each Company Class B Ordinary Share held (c) each simple agreement for future equity (“SAFE”) was canceled and automatically deemed represent the right to receive a number of Company Class A Ordinary Shares equal to the Exchange Ratio multiplied by the number of Horizon ordinary shares (on an as-converted basis) subject to such SAFE, and (d) each outstanding and unexercised option to subscribe for Horizon ordinary shares (each, a “Horizon Option”) became an option to subscribe for Company Class A Ordinary Shares (each, a “Company Option”) containing the same terms, conditions, vesting and other provisions as are currently applicable to such Horizon Options, provided that each Company Option are exercisable for the number of Company Class A Ordinary Shares equal to the Exchange Ratio multiplied by the number of Horizon Ordinary Shares subject to the Horizon Option as of immediately prior to the Amalgamation Effective Time, rounded down to the nearest whole share, at an exercise price equal to the per share exercise price of the Horizon Option divided by the Exchange Ratio, rounded up to the nearest whole cent. “ExchangeRatio” means (a) Aggregate Amalgamation Consideration divided by (b) the Fully-Diluted Company Capitalization, each as defined in the Business Combination Agreement, attached hereto as Exhibit 4.3. The Company Class A Ordinary Shares and the Company Class B Ordinary Shares are collectively referred to as “Company Ordinary Shares.”

ii

After the completion of the Amalgamation and prior to the Merger, (1) DMY effected the redemption of the shares of Class A common stock of DMY, par value $0.0001 per share (the “DMY Class A Shares”), initially issued as part of the DMY Units (as defined below) sold in DMY’s initial public offering (the “Public Shares” and the holders of Public Shares, the “PublicShareholders”) that were submitted for redemption and not withdrawn, (2) each outstanding share of Class B common stock of DMY, par value $0.0001 per share (the “DMY Class B Shares”, and together with the DMY Class A Shares, the “DMY Common Stock”), were automatically converted into DMY Class A Shares on a one-for-one basis (the “Class B Share Conversion”), and (3) each unit sold in DMY’s initial public offering (the “DMYUnits”) was automatically separated into its component parts (the “Unit Separation”) and the holder of each DMY Unit was deemed to hold one DMY Class A Share and one-half of one warrant to purchase DMY Class A Shares (“DMYPublic Warrants”).

At the effective time of the Merger, (a) each outstanding DMY Class A Share (excluding any Public Shares which were redeemed) were automatically converted into the right to receive one Company Class A Ordinary Share, (b) each outstanding whole DMY Public Warrant (including DMY Public Warrants issued upon the Unit Separation) were assumed by the Company and are exercisable for Company Class A Ordinary Shares in lieu of DMY Class A Shares (the “Company Public Warrants”), and (c) each outstanding private placement warrant of DMY initially issued in a private placement simultaneous with DMY’s initial public offering (the “DMY Private Warrants”) was assumed by the Company and will be exercisable for Company Class A Ordinary Shares in lieu of DMY Class A Shares (the “CompanyPrivate Warrants”, and together with the Company Public Warrants, the “Company Warrants”).

On December 4, 2025 and March 6, 2026, the Company entered into certain Subscription Agreements (the “PIPE Subscription Agreements”) with DMY, Horizon and certain investors (the “PIPEInvestors”), pursuant to which, among other things, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, an aggregate of 9,196,021 Company Class A Ordinary Shares, at a purchase price equal to $11.82 per share (the “PIPE Private Placement”) in connection with a financing effort related to the transactions contemplated by the Business Combination Agreement. The PIPE Private Placement was consummated simultaneously with the closing of the Business Combination. Further, on March 6, 2026, DMY, the Company and Horizon offered to each PIPE Investor the option to elect to satisfy their PIPE Investment by purchasing Open-Market Purchase Shares (as defined below) no later than one (1) Business Day prior to the redemption deadline for the Special Meeting, which purchases would result in a Reduction Right (as defined below). See “Item 4A.--History and Development of the Company -- PIPE Subscription Agreements with PIPE Investors” for more information about the PIPE Private Placement.

As a result of the foregoing transactions, there were 51,578,134 Company Ordinary Shares (consisting of 31,833,549 Company Class A Ordinary Shares and 19,744,585 Company Class B Ordinary Shares) and 6,044,154 Warrants (consisting of 3,159,494 Public Warrants and 2,884,660 Private Warrants) outstanding as of March 19, 2026.

On March 20, 2026, the Company Class A Ordinary Shares and Company Public Warrants commenced trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “HQ” and “HQWWW,” respectively.

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements, which statements involve substantial risks and uncertainties. These forward-looking statements include, among other things, the financial conditions, results of operations, earnings outlook and prospects of the Company for the period following the consummation of the Business Combination, statements regarding estimates and forecasts of performance and projections of market opportunity, expectations and timing related to the success, cost and timing of product development activities, financing and other business milestones. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on information available as of the date of this Report and on the current expectations, forecasts and assumptions of the management of the Company, involve a number of judgments, risks and uncertainties and are inherently subject to changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements. The forward-looking statements contained in this Report include, but are not limited to, statements about:

●	changes in domestic and foreign business, market, financial,<br>political, and legal conditions;
●	economic uncertainty and capital markets disruption, which<br>has been significantly impacted by the current U.S. presidential administration and accompanying regulatory activities and economic<br>policies and events related thereto, ongoing military conflicts and geopolitical instability and inflation and interest rates;
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●	risks related to our ability to maintain the listing of our<br>Class A Ordinary Shares and Warrants on Nasdaq and operate as a public company;
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●	our future financial performance;
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●	global economic and political conditions;
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●	the potential inability of the Company to manage growth effectively;
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●	the Company’s ability to continue to enhance its technology;
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●	the ability to recruit, train and retain qualified personnel;
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●	risks related to the potential inability to keep pace with<br>product or marketplace innovations;
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●	risks related to the Company’s marketing and growth<br>strategies;
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●	changes in applicable laws or regulations affecting our business;
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●	international trade disputes, including threatened or implemented<br>tariffs by the U.S. and threatened or implemented tariffs by foreign countries in retaliation;
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iv

●	the effects of competition on our business; and
●	other risks and uncertainties described in this Report, including<br>those under the section entitled “Risk Factors.”
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Forward-looking statements are provided for illustrative purposes only and are not guarantees of performance. You should understand that the factors discussed under the heading “Risk Factors” and elsewhere in this Report could affect our future results, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this Report.

In addition, the risks described under the heading “Risk Factors” are not exhaustive. Other sections of this Report describe additional factors that could adversely affect the businesses, financial conditions, or our results of operations. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause our actual results to differ materially from those contained in any forward-looking statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Market, ranking and industry data used throughout this Report, including statements regarding market size, is based on independent industry surveys and publications. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we are not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Operating and Financial Review and Prospects” in this Report.

In addition, this Report contains statements of belief and similar statements that reflect our current beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

All subsequent written and oral forward-looking statements concerning the matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

WAIVER OF SINGAPORE CODE ON TAKE-OVERS AND MERGERS

On February 27, 2026, the Securities Industry Council of Singapore waived the application of the provisions of the Singapore Code on Take-overs and Mergers (the “SingaporeTake-over Code”) for the Company subject to certain exceptions (the "Waiver"). Pursuant to the Waiver, the Company is exempted from application of the provisions of the Singapore Take-over Code, except in the case of a “tender offer” (within the meaning of U.S. securities laws) where the Tier 1 exemption set forth in Rule 14d-1(c) of the U.S. Securities Exchange Act of 1934, is available and the offeror relies on such exemption to avoid full compliance with applicable rules and regulations regarding tender offers in the U.S. In connection with the application for the Waiver, the director of the Company at the time had submitted to the Securities Industry Council of Singapore a written confirmation to the effect that the Company believes that the application of the U.S. regulatory regime (without concurrent regulation by the Singapore Take-Over Code) would be appropriate and is therefore of the view that it is in the interests of the Company that the Waiver be obtained.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A.	Directors and Senior Management

Information regarding the directors and executive officers of Horizon Quantum Holdings Ltd. after the completion of the Business Combination is included under the section “Item 6. Directors, Senior Management and Employees.”

The business address for each of our directors and executive officers is 29 Media Cir. #05-22, Singapore, 138565.

B.	Advisers

Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, NY 10105 and Rajah & Tann Singapore LLP, 9 Straits View, Marina One West Tower #06-07, Singapore 018937, serve as the Company’s external legal counsel.

C.	Auditors

PKF Littlejohn LLP acted as the independent registered public accounting firm of Horizon Quantum Computing Pte. Ltd., for its financial statements as of December 31, 2024 and 2023, and for the years then ended, and is expected to continue to act as the Company’s independent auditor for the financial year ended December 31, 2025. The address of PKF Littlejohn LLP is 15 Westferry Circus, Canary Wharf, London E14 4HD.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A.	[Reserved]
B.	Capitalization and Indebtedness
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The following table sets forth the capitalization of the Company on an unaudited pro forma condensed combined basis as of March 19, 2026, after giving effect to the Business Combination and the PIPE Private Placement.

	Pro Forma<br> Combined
As of March 19, 2026	(SGD)
Cash and cash equivalents		138,000,887
Class A ordinary shares		162,945,076
Class B ordinary shares		24,250,204
Accumulated deficit		(61,428,972	)
Total Equity		125,911,521
Total Capitalization		125,911,521
C.	Reasons for the Offer and Use of Proceeds
---	---

Not applicable.

D.	Risk Factors

The risk factors associated with the Company are described in the Proxy Statement and Prospectus (as amended and supplemented, the “Proxy Statement/Prospectus”), part of the Company’s Registration Statement on Form F-4, as amended (File No. 333-292737) (the “Form F-4”) in the section titled “Risk Factors,” which is incorporated herein by reference.

ITEM 4. INFORMATION ON THE COMPANY

A.	History and Development of the Company

The legal name of the Company is Horizon Quantum Holdings Ltd. The Company was incorporated under the laws of the Republic of Singapore on August 26, 2025, as an exempt private company limited by shares governed by the Companies Act of 1967 of Singapore. The Company converted to a public company limited by shares on March 4, 2026. The Company’s registered office in Singapore is 9 Straits View, #06-07, Marina One West Tower, Singapore 018937 and its business address is 29 Media Cir. #05-22, Singapore, 138565 and its telephone number is +65 6591 8840.

Business Combination with DMY

On March 19, 2026, the Company consummated the previously announced Business Combination with DMY, pursuant to the Business Combination Agreement by and among DMY, the Company, Merger Sub 1, the Merger Sub 2, and Horizon. See “Explanatory Note” for additional information regarding the Business Combination.

Additional Agreements in connection with the Business Combination

This section describes the material provisions of certain additional agreements entered into pursuant to or in connection with the Business Combination Agreement.

Lock-up Agreements

Pursuant to the Business Combination Agreement, dMY Squared Sponsor LLC (the “Sponsor”), the permitted transferees of the Sponsor (such permitted transferees, together with the Sponsor, the “Holders of Founder Shares”), and the holders of Horizon’s capital stock (the “Lock-Up Securityholders”) entered into lock-up agreements with the Company (the “Lock-Up Agreement”), pursuant to which certain of the Company Ordinary Shares held by the Lock-Up Security Holders (the “Lock-Up Shares”) are subject to lock-up during the period immediately following the Closing until the earlier of (i) the date that is 24 months after the Closing Date and (ii) the date on which the Company completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities, or other property (the “Shares Lock-Up Period”) and the Warrants and underlying Company Ordinary Shares will be subject to lock-up during the period immediately following the Closing Date until the date that is 30 days after the Closing Date (the “Warrants Lock-Up Period”). Prior to the Closing, the Company, Horizon, and DMY agreed to waive the lock-up restrictions on approximately 9.0% of the Company Class A Ordinary Shares held by each non-affiliate shareholders. An aggregate of approximately 39,627,691 million Lock-up Shares are subject to the Share Lock-Up Period, representing approximately 76.9% of the total issued and outstanding Company Ordinary Shares. An aggregate of 2,884,660 Company Private Warrants, and the underlying 2,884,660 Company Class A Ordinary Shares issuable upon the exercise of the Company Private Warrants, are subject to the Warrants Lock-Up Period, representing approximately 47.7% of the issued and outstanding Warrants. The form of Lock-Up Agreement is attached to this Report as Exhibit 4.4.

DMY Support Agreement

In connection with the execution of the Business Combination Agreement, on September 9, 2025, the Sponsor, entered into the a support agreement (the “DMY Support Agreement”) with DMY, the Company, and Horizon. A description of the DMY Support Agreement is included in the Proxy Statement/Prospectus in the section titled “Proposal No. 1 – The Business Combination Proposal – Ancillary Agreements – DMY Support Agreement,” which is incorporated herein by reference. The DMY Support Agreement is attached to this Report as Exhibit 4.1.

Horizon Support Agreement

In connection with the execution of the Business Combination Agreement, on September 9, 2025, DMY, the Company, Horizon, and each of the Horizon Shareholders entered into a support agreement (the “HorizonSupport Agreement”). A description of the Horizon Support Agreement is included in the Proxy Statement/Prospectus in the section titled “Proposal No. 1 – The Business Combination Proposal – Ancillary Agreements – Horizon Support Agreement,” which is incorporated herein by reference. The form of Horizon Support Agreement is attached to this Report as Exhibit 4.2.

PIPE Subscription Agreements with PIPEInvestors

On December 4, 2025, DMY, the Company, and Horizon entered into PIPE Subscription Agreements with the PIPE Investors, pursuant to which the Company has agreed to issue and sell, and the PIPE Investors agreed to subscribe for and purchase, an aggregate of $110,412,500 of Company Class A Ordinary Shares (the “PIPE Shares”), at a per share price equal to the price at which each share of DMY Class A common stock (the “Public Shares,” and the holders of public Shares, the “Public Shareholders”) may be redeemed in connection with the Business Combination (the “Redemption Price”). At the time of the Business Combination, the Redemption Price was $11.82.

On March 6, 2026, DMY, the Company, and Horizon entered into additional PIPE Subscription Agreements with additional PIPE Investors, pursuant to which the Company has agreed to issue and sell, and the additional PIPE Investors agreed to subscribe for and purchase an additional $1,450,000 of PIPE Shares, at a per share price equal to the Redemption Price. The additional PIPE Investment includes a $1,000,000 investment by Penchant Family Holdings LLC, an entity controlled by Penchant Holdings, Inc., its Managing Member, of which Danielle Lambert serves as its President. Ms. Lambert is a director of the Company.

Further, on March 6, 2026, DMY, the Company and Horizon offered to each PIPE Investor the option to elect to satisfy their PIPE Investment by purchasing Open-Market Purchase Shares (as defined below) no later than one (1) Business Day prior to the redemption deadline for the special meeting held on March 17, 2026 (the “SpecialMeeting”). The use of either Currently owned Shares and/or Open-Market Purchase Shares which purchases would reduce the number of PIPE Shares that such PIPE Investor is obligated to purchase pursuant to the Subscription Agreement on a one-for-one basis (the “ReductionRight”). An aggregate of 267,807 Open Market Purchase Shares were purchased by a total of three investors (the “ReducedInvestors”). “Currently Owned Shares” means shares of DMY Class A Shares the PIPE Investor or its affiliates beneficially own as of March 9, 2026. “Open-Market Purchase Shares” means DMY Class A Shares purchased by the PIPE Investor for its own account pursuant to open-market transactions with third parties at a per share price less than the Redemption Price.

The Reduction Right was subject to the Reduced Investors having agreed (i) not to sell or otherwise transfer such Open-Market Purchase Shares prior to the consummation of the Business Combination, (ii) not to vote any Open-Market Purchase Shares in favor of approving the Business Combination and instead submit a proxy abstaining from voting thereon, and (iii) to the extent it has the right to have any of its Open-Market Purchase Shares redeemed for cash in connection with the consummation of the Business Combination, not to exercise any such redemption rights (collectively, the “Open-Market PurchaseReduction Conditions”). With respect to the Currently Owned Shares, the Reduction Right is subject to the PIPE Investors having agreed to, and causing their affiliates to: (i) not sell or otherwise transfer such Currently Owned Shares prior to the consummation of the Business Combination; (ii) vote all Currently Owned Shares in favor of approving the Business Combination or any extension of DMY; and (iii) to the extent it has the right to have any of its Currently Owned Shares redeemed for cash in connection with the consummation of the Business Combination or in connection with any extension of DMY, not exercise any such redemption rights (the “CurrentlyOwned Shares Reduction Conditions”). The Reduced Investors were required to deliver a certificate to DMY, the Company and Horizon no later than one Business Days prior to the Redemption Deadline certifying that such PIPE Investor has and will comply with the Open-Market Purchase Reduction Conditions, and Currently Owned Shares Reduction Conditions, among other things. The terms of the Reduction Right are set forth in an Amendment to the PIPE Subscription Agreement, a form of which is included as Exhibit 4.8 to this Report.

The PIPE Investment closed substantially concurrently with the closing of the Business Combination. Pursuant to the PIPE Subscription Agreements, the Company has also agreed to file with the U.S. Securities and Exchange Commission (“SEC”) (at the Company’s sole cost and expense), within 15 business days after the consummation of the PIPE Investment (such deadline subject to extension in the event of SEC closures or the unavailability of required financial statements), a registration statement registering the resale of the PIPE Shares, and to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof.

In connection with its PIPE Subscription Agreement, the Company, DMY, Horizon and IonQ, Inc. (“IonQ”), one of the PIPE Investors, entered into the IonQ side letter (the “IonQ SideLetter”), which includes, among other things that: (i) IonQ will have a right to select one initial director of the Company to serve on the Company’s board of directors (the “Board”) after the Closing who shall (i) qualify as an independent director under Nasdaq rules, (ii) be unaffiliated with IonQ and (iii) be subject to Horizon’s, the Company’s, and DMY’s approval; (ii) for so long as IonQ holds not less than 5% of the Company’s outstanding voting securities, IonQ will have the right to nominate one director to serve on the Company’s Board who shall (x) qualify as an independent director under Nasdaq rules, (y) be unaffiliated with IonQ and (z) be subject to the Company’s approval; (iii) IonQ will enter into a lock-up agreement with the Company, in substantially the same form as the lock-up agreement included as Exhibit 4.4 to this Report, pursuant to which IonQ will agree not to transfer (except for certain permitted transfers as set forth therein) the PIPE Shares until the earlier of 18 months after the closing date and the Shares Lock-Up Period; (iv) the closing of the IonQ PIPE Subscription Agreement will be conditioned on the entry into a commercial agreement by the parties relating to the purchase by the Company or Horizon of quantum computing hardware from IonQ; and (v) subject to certain exceptions, for so long as IonQ holds not less than 5% of the Company’s outstanding voting securities, IonQ shall have a right to be notified of (x) the Company’s receipt of an offer to acquire 5% or more of its outstanding voting securities or assets and (y) terms of any proposed sale of securities of the Company in which the aggregate proceeds are expected to equal or exceed $10 million. On March 9, 2026, the Company, DMY, Horizon and IonQ agreed to amend the IonQ Side Letter (the “IonQAmendment”) to waive the entrance into a commercial agreement, as described in (iv) above, as a condition of the IonQ Side Letter. Furthermore, on March 11, 2026, the Company, DMY, Horizon and IonQ agreed to waive the right to select a director, as described in (i) above, as a condition of closing. For the purposes of clarity IonQ have retained the right to propose director nominees as described in (ii) above. The The IonQ Side Letter and the IonQ Amendment are attached to this report as Exhibits 4.15 and 4.16, respectively.

Registration Rights Agreement

In connection with the Closing, the Company, the Sponsor and certain former Horizon Shareholders entered into a Registration Rights Agreement. Pursuant to the Registration Rights Agreement, among other things, the Company agreed that, within 30 calendar days following the Closing, the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the Registrable Securities (as defined in the Registration Rights Agreement) held by the holder parties thereto for resale (the “Resale Registration Statement”), and the Company will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no longer holds any Registrable Securities (as defined therein). Additionally, the PIPE Investors have registration rights pursuant to the terms of the PIPE Subscription Agreement.

Approximately 51.6 million Company Class A Ordinary Shares are subject to registration rights pursuant to the Registration Rights Agreement (including Company Class A Ordinary Shares underlying issued and outstanding equity securities of the Company that are exercisable for or convertible into Company Class A Ordinary Shares) and PIPE Subscription Agreements immediately following Closing. The form of Registration Rights Agreement is attached to this Report as Exhibit 4.5.

Warrant AssumptionAgreement

In connection with the Closing, pursuant to the Business Combination Agreement, the Company, DMY and Continental Stock Transfer & Trust Company entered into the Warrant Assumption Agreement. Pursuant to the Warrant Assumption Agreement, each DMY Warrant outstanding immediately prior to the effective time of the Merger ceased to be a warrant exercisable for DMY Class A common stock and was assumed by the Company and became a Company Warrant exercisable for Company Class A Ordinary Shares pursuant to the Warrant Assumption Agreement. The form of Warrant Assumption Agreement is attached to this Report as Exhibit 2.4.

Other Information

The Company is subject to certain of the informational filing requirements of the Exchange Act. Since the Company is a “foreign private issuer,” it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements. In addition, the Company is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, the Company is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that the Company files with or furnishes electronically to the SEC.

The website address of the Company is https://www.horizonquantum.com. The information contained on the website does not form a part of, and is not incorporated by reference into, this Report.

B.	Business Overview

Following and as a result of the Business Combination, all business of the Company is conducted through the Company and its subsidiaries. A description of the business of the Company is included in the Proxy Statement/Prospectus in the section titled “Information about Horizon,” which is incorporated herein by reference.

C.	Organizational Structure

Upon consummation of the Business Combination, each of Horizon and DMY became a wholly owned subsidiary of the Company. A description of the organizational structure of the Company is included in the Proxy Statement/Prospectus in the section entitled “Summary of the Proxy Statement/Prospectus—Structure Diagrams—HoldcoPost-Closing Structure” which is incorporated herein by reference.

D.	Property, Plants and Equipment

The Company’s principal executive offices are located at 29 Media Cir. Alice@Mediapolis, #05-19 to 26, Singapore, 138565 and are leased from BP-Alice LLP with a total size of 8,383 square feet. The Company’s 1,313 square foot Ireland office is located at 24 Fitzwilliam Place, Dublin 2, D02 T296, Dublin, where it has entered an office license agreement with Glandore Business Centres for four office suites.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Following the Business Combination, our business is conducted through Horizon and its wholly-owned subsidiary. You should read the following discussion and analysis of the financial condition and results of operations of Horizon in conjunction with its consolidated financial statements and the related notes included elsewhere in this Report. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. The actual results of Horizon and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under “Item 3. Key Information — D. Risk Factors” and elsewhere in this Report.

Except as otherwise noted, all references to 2024 refer to the year ended December 31, 2024, and all references to 2023 refer to the year ended December 31, 2023. Unless the context requires otherwise, references in this section to “we,” “us,” and “our” generally refer to Horizon.

Overview of Our Business

Horizon is building software infrastructure to make quantum computers accessible to commercial enterprises and hardware providers. By bridging the gap between today’s hardware and tomorrow’s applications, Horizon seeks to equip developers, researchers, and enterprises with the quantum software infrastructure needed to solve real-world problems.

To do this, Horizon is following an ambitious plan to create development tools that can automatically accelerate code written for conventional computers on quantum computers. With this differentiated approach, Horizon is developing methods to generate quantum-accelerated solutions — exploiting quantum effects such as superposition and entanglement — from legacy code and conventional software.

Today, Horizon’s Triple Alpha software is an integrated development environment that gives users access to Horizon’s development, deployment, and execution infrastructure. It empowers developers to create sophisticated, portable, hardware-agnostic quantum programs. Users can code at multiple abstraction levels, compile and optimize programs across many real quantum computers and simulators, and deploy applications as APIs. Horizon has key collaborations with leading hardware providers including Rigetti Computing, Inc., Oxford Quantum Circuits Ltd., Alice & Bob, and QuEra Computing Inc.

Triple Alpha is currently in early access with quantum hardware vendors. Horizon has received inbound interest in early access requests from more than 40 major corporations, 80 universities, 10 quantum software companies, and 15 national labs, government agencies and research organizations.

Horizon is still in the early stages of scaling its business. Since its inception, Horizon has incurred operating losses. Its ability to generate revenue sufficient to achieve profitability will depend heavily on the further development and commercialization of quantum computers and their software infrastructure.

Principal Factors Affecting Our Performance

The growth and future success of our business depends on many factors. While these factors present significant opportunities for our business, they also pose risks and challenges, including those discussed below and in “Item 3. Key Information — D. Risk Factors” of this Report, that we must successfully address to achieve growth, improve our results of operations, and generate profits.

Adoption of QuantumComputing. Quantum computing is an emerging technology, and our business model depends heavily on the pace at which quantum computing achieves meaningful adoption. The adoption of quantum computing is heavily influenced by the ability of participants in the quantum industry, including ourselves, to solve technical challenges to reach “quantum advantage,” which is the point at which quantum computers can solve practical problems beyond the capabilities of classical computers. If “quantum advantage” cannot be achieved, takes longer than expected or is limited in scope, then demand for our software infrastructure may be significantly less than expected.

*Performance of StrategicCollaborations.*An important part of our anticipated growth depends on our ability to enter into and maintain collaborations with quantum computer hardware vendors and our ability to access and integrate with such vendors’ systems. Our prospective performance may be adversely impacted if we are unable to establish meaningful relationships with such vendors or are delayed in doing so, especially with faster-growing hardware makers.

*Competitive Marketplace.*The market for our solutions is fragmented, rapidly evolving and highly competitive. We face competition from both traditional, larger software vendors offering developer tools and smaller companies offering point products for features and use cases. Many of our competitors have significantly greater financial resources and expertise in research and development and in bringing products to market and also possess recognizable brands and strong institutional and commercial relationships in comparison to us.

TargetCustomers. We expect that our potential customers will generally be governmental agencies, large enterprises, universities and other research institutions. Our future success will depend on our ability to effectively sell our products to these categories of customers. Moreover, sales and implementation cycles for such customers tend to be longer and these customers can exert greater purchasing power compared to non-governmental agencies or smaller customers.

R&D. Since quantum computing is a rapidly evolving field, our success depends on our ability to develop and commercialize reliable and cost effective software tools that enable software applications to harness quantum hardware. This requires substantial technical expertise and an ability to adapt to an evolving technology landscape and is, therefore, subject to significant uncertainty. If we are not able to make the necessary technical progress, then our products may not achieve commercial viability, which would impair our growth prospects.

SeniorManagement. Our future success depends on the continuing efforts of Dr. Joseph Fitzsimons and Dr. Si-Hui Tan. We rely on the knowledge and experience that Dr. Fitzsimons and Dr. Tan provide in quantum science and computing technology. They are the cornerstone of our research and development efforts, which have been, and will continue to be, instrumental in our ability to develop our current and future products and services. The market for such positions is intensely competitive, which could increase our costs to attract and retain talented individuals. In the event Dr. Fitzsimons or Dr. Tan were to become unavailable for any reason, including injury, illness or death, there could be a material adverse impact on our operations.

Recent Developments

The Business Combination

Financings

On March 19, 2026, the Company consummated the PIPE Private Placement simultaneously with the closing of the Business Combination, issuing an aggregate of 9,126,021 Company Class A Ordinary Shares, at a purchase price per share of $11.82, for aggregate gross proceeds of approximately $108 million. The Company also received approximately $13 million as a result of funds disbursed from DMY’s trust account. See the sections titled “Explanatory Note” and “Item 4. Information on the Company – A. History and Development of the Company – Additional Agreements in connection with the Business Combination - PIPE Subscription Agreements with PIPE Investors” for additional information regarding the PIPE Private Placement.

Results of Operations

The results of operations presented below should be reviewed in conjunction with our unaudited consolidated financial statements for the six months ended June 30, 2025 and 2024 and audited consolidated financial statements for the years ended December 31, 2024 and 2023 included elsewhere in this Report.

Comparison of the six months endedJune 30, 2025 and 2024

The following table sets forth our results of operations for the periods presented:

	Six Months Ended June 30,
	2024			2025				Change		% Change
	SGD			SGD				SGD
Revenue		50,000			50,000						0	%
Operating Expenses:
Research and development		1,489,897			5,885,378						295	%
Selling and marketing		370,609			784,802						112	%
General and administrative		1,291,976			2,835,474						119	%
Depreciation and amortization		280,802			462,608						65	%
Total operating expenses		3,433,284			9,968,262						190	%
Loss from operations		(3,383,284	)		(9,918,262	)	)		)		-193	%
Other income and (expense):
Interest expense		(41,717	)		(6,395	)	)				85	%
Other income		44,526			66,172						49	%
Foreign exchange (loss) gain		384,140			(405,699	)	)		)		-206	%
Income tax expense		—			—						—
Net loss		(2,996,335	)		(10,264,184	)	)		)		-243	%

All values are in US Dollars.

Revenues

We are a development stage company and have not generated any material revenue to date. We intend for our revenues to be predominantly generated from our quantum software development tools. Currently, we provide limited quantum research and development services and recognize our revenues when services are delivered to the customer and all criteria for acceptance have been satisfied and generate nominal revenues in connection with these services. The current sources of revenue are not core to our long-term business model, and we do not anticipate that our current sources to be material drivers of revenue in the future.

Revenues for the six months ended June 30, 2025 were S$0.05 million (US$0.04 million), and S$0.05 million during the six months ended June 30, 2024. This was primarily driven by the completion of revenue contract milestones of the same value under which the Company provided research and development services on quantum algorithms.

Research and development expenses

Research and development expenses consist primarily of personnel related costs, including salaries, share-based compensation, travel and benefits expenses for scientists, software engineers and other technical staff engaged in the design, development and testing of our software and hardware systems. It also includes software and other cloud services subscriptions and third-party costs associated with the operation of our hardware testbed. Research and development expenses increased by S$4.40 million, or 295%, to S$5.89 million (US$4.63 million) for the six months ended June 30, 2025, from S$1.49 million during the six months ended June 30, 2024. The increase was primarily driven by: (a) a S$3.64 million increase in share-based compensation expenses attributable to the vesting of employee share options; (b), a S$0.70 million increase in payroll-related expenses as a result of increased hiring of scientists and engineers; and (c) a S$0.05 million increase in miscellaneous costs from the set up of our hardware testbed and additional cloud service subscription costs.

Selling and marketing expenses

Sales and marketing expenses consist primarily of personnel related costs, including salaries, share-based compensation, travel and benefits expenses for our marketing and commercial operations teams. It also consists of public relations, trade show and other advertising costs associated with developing collaborations and industry engagement. Selling and marketing expenses increased by S$0.41 million, or 112%, to S$0.78 million (US$0.62 million) for the six months ended June 30, 2025 from S$0.37 million during the six months ended June 30, 2024. The increase was primarily driven by a S$0.19 million increase in share-based compensation expenses attributable to the vesting of employee share options, a S$0.15 million increase in payroll-related expenses as a result of increased hiring, as well as a S$0.07 million increase in staff and vendor expenses associated with greater participation in industry conferences compared to the six months ended June 30, 2024.

General and administrative expenses

General and administrative expenses consist primarily of personnel related costs, including salaries, share-based compensation, travel and benefits expenses for our finance, human resources, operations and administrative teams. It also consists of expenses for professional services and compliance, such as legal, audit, accounting, consulting fees as well as insurance, facilities and other overhead expenses. General and administrative expenses increased by S$1.54 million, or 119%, to S$2.84 million (US$2.23 million) for the six months ended June 30, 2025 from S$1.29 million during the six months ended June 30, 2024. The increase was driven by: (a) an increase of S$0.58 million in share-based compensation expenses attributable to the vesting of employee share options; (b) a S$0.39 million increase in IT, insurance, travel expenses and other miscellaneous resulting from higher staff and operational requirements; (c) a S$0.28 million increase in M&A related legal expenses; and (d) a S$0.17 million increase in payroll-related expenses due to increased hiring.

Depreciation and amortization expenses

Depreciation and amortization expenses represent the allocation of Horizon’s property, equipment and intangible assets over their estimated lives. Depreciation and amortization expenses increased by S$0.18 million, or 65%, to S$0.46 million (US$0.36 million) for the six months ended June 30, 2025 from S$0.28 million during the six months ended June 30, 2024. The increase was primarily driven by an increase of S$0.14 million from depreciation of capitalized leasehold improvements associated with renovation works at our offices and an increase of S$0.02 million from depreciation of additional computer and related equipment purchased to support higher staff headcount.

Interest expense

Interest expense for the six months ended June 30, 2025 decreased only nominally versus the comparative period of the prior year.

Share-based compensation expenses

Horizon accounts for share-based compensation arrangements granted to employees in accordance with ASC 718, “Compensation: Stock Compensation” (“ASC 718”), by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform services in exchange for the award. Equity-based compensation expense is recognized only for awards subject to performance conditions if it is probable that the performance condition will be achieved. Horizon accounts for forfeitures when they occur.

Share-based compensation expenses recognized under research and development, selling and marketing as well as general and administrative expenses increased by S$4.42 million, or a 3597% increase, to S$4.54 million (US$3.57 million) for the six months ended June 30, 2025 from S$0.12 million during the six months ended June 30, 2024. The increase was attributable to new share option grants and related vesting activity during the six months ended June 30, 2025.

Other income

Other income primarily attributable to interest from fixed-rate deposits for the six months ended June 30, 2025 increased only nominally versus the comparative period of the prior year.

Foreign exchange Gain (Loss)

Foreign exchange losses increased by S$0.79 million, or 206%, to S$0.41 million (US$0.32 million) for the six months ended June 30, 2025 from a gain of S$0.38 million during the six months ended June 30, 2024. This was due to the strengthening of the Singapore dollar against the U.S. Dollar, which adversely impacted the remeasurement of cash and bank balances denominated in U.S. Dollars.

Comparison of the years ended December 31,2024 and 2023

The following tables set forth our consolidated statement of operations data for the years ended December 31, 2024 and 2023, and the dollar and percentage change between the two years:

	December 31,
	2023			2024				Change		% Change
	SGD			SGD				SGD
Revenue		50,000			360,000						620	%
Operating Expenses:
Research and development		2,239,460			3,458,218						54	%
Selling and marketing		732,804			986,566						35	%
General and administrative		1,821,990			2,911,370						60	%
Depreciation and amortization		264,414			855,249						223	%
Total operating expenses		5,058,668			8,211,403						62	%
Loss from operations		(5,008,668	)		(7,851,403	)	)		)		-57	%
Other income and (expense):
Interest expense		(2,339	)		(49,457	)	)		)		-2014	%
Other income		1,527			124,085						8026	%
Foreign exchange (loss) gain		(166,037	)		293,601						277	%
Income tax expense		—			—						—
Net loss		(5,175,517	)		(7,483,174	)	)		)		-45	%

All values are in US Dollars.

Comparison of the Years Ended December 31,2023 and 2024

Revenues

Revenues increased by S$0.31 million, or 620% to S$0.36 million (US$0.26 million) for the year ended December 31, 2024, from S$0.05 million for the year ended December 31, 2023. The increase in revenues was primarily driven by the completion of additional contract milestones under which Horizon provided research and development services on quantum algorithms during the year ended December 31, 2024.

Research and development expenses

Research and development expenses increased by S$1.22 million, or 54%, to S$3.46 million (US$2.53 million) for the year ended December 31, 2024, from S$2.24 million during the year ended December 31, 2023. The increase was primarily driven by a S$1.06 million increase in payroll-related expenses as a result of increased hiring within the research and development teams, as well as a S$0.15 million increase in travel and software costs required to support increased headcount and expanded use of outsourced software development services.

Selling and marketing expenses

Selling and marketing expenses increased by S$0.25 million, or 35%, to S$0.99 million (US$0.72 million) for the year ended December 31, 2024, from S$0.73 million during the year ended December 31, 2023. The increase was primarily driven by a S$0.20 million increase in payroll-related expenses as a result of increased hiring, as well as a S$0.05 million increase in staff and vendor expenses associated with greater participation in industry conferences compared to the prior year.

General and administrative expenses

General and administrative expenses increased by S$1.09 million, or 60%, to S$2.91 million (US$2.13 million) for the year ended December 31, 2024, from S$1.82 million during the year ended December 31, 2023. The increase was driven by a S$0.51 million increase in payroll-related expenses as a result of increased hiring, a S$0.33 million increase in IT expenses, professional and outsourced services to support compliance and other operational requirements, a S$0.14 million increase in travel-related expenses as a result of increased staff and a S$0.11 million increase in shared office rental expenses incurred by our Irish subsidiary, reflecting a full twelve-month rental period compared to the six months recognized in the prior year period.

Depreciation and amortization expenses

Depreciation and amortization expenses increased by S$0.59 million, or 223%, to S$0.86 million (US$0.63 million) for the year ended December 31, 2024, from S$0.26 million during the year ended December 31, 2023. The increase was driven by higher depreciable assets compared to the prior year, from an increase of S$0.28 million from the depreciation of capitalized leasehold improvements associated with renovation work at our offices, an increase of S$0.17 million in the depreciation of right-of-use assets recognized under lease arrangements associated with the acquisition of new office spaces, and an increase of S$0.15 million from the depreciation of additional computer and related equipment purchased to support higher staff headcount and operational requirements.

Interest expense

Interest expense for the year ended December 31, 2024 increased only nominally versus the prior year.

Share-based compensation expenses

Share-based compensation expenses recognized under research and development, selling and marketing as well as general and administrative expenses decreased by S$0.16 million, or a 50% decline, to S$0.16 million (US$0.12 million) for the year ended December 31, 2024, from S$0.32 million during the year ended December 31, 2023. The decrease was driven by less employee share option vesting activity in the year ended December 31, 2024, resulting in reduced expense recognition.

Other income

Other income increased by S$0.12 million, or 8,026%, to S$0.12 million (US$0.09 million) for the year ended December 31, 2024, from S$0.02 million during the year ended December 31, 2023. The increase was primarily driven by interest income earned on cash and cash equivalent balances placed in fixed deposit bank accounts.

Foreign exchange Gain (Loss)

Foreign exchange gain increased by S$0.46 million, or 277%, to S$0.29 million (US$0.21 million) for the year ended December 31, 2024, from a loss of S$0.17 million during the year ended December 31, 2023. This was primarily attributable to the weakening of the Singapore dollar against the U.S. Dollar, which positively impacted the remeasurement of cash and bank balances denominated in U.S. Dollars.

Liquidity and Capital Resources; Going Concern

Our operations have been financed primarily through net proceeds from the issuance of Series A convertible preference shares. As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of S$0.9 million (US$0.7 million) and S$6.6 million (US$4.9 million), respectively.

Our cash is primarily used in two areas, first to fund operating expenses related to the growth of our business, especially for research and development activities, including personnel related costs and overhead associated with the development and testing of our software and hardware systems. Cash is also used to support sales and marketing activities focused on building new collaborations, maintaining existing ones, funding industry engagement efforts and to support company operations in the areas of compliance, legal, accounting, facilities and other overheads. The other significant area of cash use is capital expenditures related to the acquisition of equipment and related components to build our hardware testbed.

We incurred net losses of S$10.3 million and S$7.5 million for the six months ended June 30, 2025 and for the years ended December 31, 2024, respectively. As of June 30, 2025, we had an accumulated deficit of S$31.6 million. Expenses are expected to increase in the current fiscal year ended December 31, 2025, primarily due to increased hiring across all functions, and additional overhead required to support increased headcount as well as expenses incurred in bringing the company public. Cash flows of Horizon may not be sufficient to sustain the expansion required, including costs associated with the acquisition of equipment and related components to build our hardware testbed. With our current cash and cash equivalents, our ability to continue as a going concern through the next twelve months is dependent upon our ability to raise sufficient capital to fund our annualized operating and capital expenditure cash requirements of approximately US$12.6 million.

Our future capital requirements will depend on many factors including our ability to begin to recognize revenue and our revenue growth rate, the timing and extent of spending to support further research and development and sales and marketing efforts. In order to finance these opportunities, we will need to raise additional capital. However, we may not be able to raise additional capital on terms acceptable to Horizon or at all. To the extent that Horizon raises additional capital through the sale of equity or convertible debt securities, the ownership interest of its shareholders could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of its shareholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting its ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If Horizon raises funds through collaborations, or other similar arrangements with third parties, it may have to relinquish valuable rights to its quantum computing technology on terms that may not be favorable to Horizon and/or may reduce the value of Horizon’s shares. If we are unable to raise additional capital when desired, we may be required to delay, limit, reduce or terminate our quantum computing development efforts, and our business, results of operations and financial condition would be materially and adversely affected.

The primary objective of our capital management is to ensure that we obtain and maintain a sound capital position in order to support the development of our business and maximize shareholder value. The completion of the Business Combination and our public listing on Nasdaq are expected to provide us with access to the public markets and the ability to raise additional capital for growth. However, we cannot assure you that we will be able to raise capital on terms acceptable to Horizon or at all. These and other factors raise substantial doubt about our ability to continue as a going concern. The financial statements included elsewhere in this Report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in our inability to continue as a going concern.

Financings

As of the date of this Report, we have raised an aggregate of $8,384,000 of SAFE financing, as follows: on July 19, 2025, we entered into a SAFE for the purchase price of $3,000,000; between October 7, 2025 and October 9, 2025, we entered into additional SAFEs for an aggregate purchase price of $1,000,000; on November 12, 2025, we entered into a SAFE for the purchase price of $1,384,000; on December 18, 2025, we entered into a SAFE with Harry You DMY’s Chairman, Chief Executive Officer, and Chief Financial Officer, and an affiliate of the Sponsor, for an aggregate purchase price of $500,000; on December 29, 2025, we entered into a SAFE with a purchase price of $2,000,000; and on January 16, 2026, we entered into a SAFE with a purchase price of $500,000. Under the terms of the SAFEs, we are permitted to use up to sixteen percent (16%) of the principal amount to fund our working capital requirements and effectuate share buybacks and cancellations of outstanding shares or then vested options of Horizon. The remaining eighty-four percent (84%) is required to be used exclusively to fund our working capital requirements or expenditures approved by the purchaser of the SAFE.

In terms of prior financings, Horizon closed its Horizon Series A Preference Shares fundraise in March 2023 for proceeds of US$18.1 million, Horizon Seed Plus Convertible Preference Shares fundraise in April 2020 for proceeds of US$2.35 million and Horizon Seed Convertible Preference Shares fundraise in December 2018 for proceeds of S$1.15 million.

Cash Flows

Comparison of the six months endedJune 20, 2025 and 2024

The following table summarized our cash flows for the periods presented:

	Six Months Ended June 30,
****	2024		****	2025			****	Change	****	% Change		****
	SGD			SGD				SGD
Net cash used in operating activities		(2,634,226	)		(5,198,008	)	)		)		-97	%
Net cash used in investing activities		(1,759,439	)		(251,703	)	)				86	%
Net cash provided by financing activities		—			—						—

All values are in US Dollars.

Operating Activities

Net cash used in operating activities during the six months ended June 30, 2025, was S$5.2 million (US$4.1 million), resulting primarily from a net loss of S$10.3 million, adjusted for non-cash charges of S$4.5 million in share-based compensation expense, S$0.5 million in depreciation and amortization, S$0.4 million of unrealized foreign exchange loss and offset by S$0.3 million of changes in working capital. The increase in net cash used in operating activities from the prior year was primarily related to the Company’s increase in hiring of research and development personnel and associated operational support costs.

Net cash used in operating activities during the six months ended June 30, 2024, was S$2.6 million, resulting primarily from a net loss of S$3.0 million, adjusted for non-cash charges of S$0.3 million in depreciation and amortization and S$0.1 million in share-based compensation expense, followed by S$0.3 million of changes in working capital and offset by S$0.4 million in unrealized foreign exchange gain.

Investing Activities

Net cash used in investing activities during the six months ended June 30, 2025, was S$0.3 million (US$0.2 million) representing additions of S$0.2 million of purchases relating to computer and office equipment to support increased staff headcount and operational requirements and additions of S$0.1 million to equipment primarily related to the development of a quantum computing system.

Net cash used in investing activities during the six months ended June 30, 2024, was S$1.8 million representing additions of S$1.2 million to equipment primarily related to the development of a quantum computing system, S$0.5 million attributable to capital expenditures for office renovation works and additions of S$0.1 million of purchases relating to computer and office equipment to support increased staff headcount and operational requirements.

Financing activities

Net cash provided by financing activities during the six months ended June 30, 2025 and 2024, was nil for the period as the Company did not undertake any financing transactions.

Comparison of the Years Ended December 31,2024 and 2023

The following table summarizes our cash flows for the periods presented:

	December 31,
	2023			2024				Change		% Change
	SGD			SGD				SGD
Net cash used in operating activities		(4,858,717	)		(7,429,105	)	)		)		-53	%
Net cash used in investing activities		(585,472	)		(2,733,902	)	)		)		-367	%
Net cash provided by financing activities		6,639,522			—				)		-100	%

All values are in US Dollars.

Operating Activities

Horizon’s cash flows from operating activities are significantly affected by the growth of its business primarily related to research and development, sales and marketing, and general and administrative activities. Horizon’s operating cash flows are also affected by its working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.

Net cash used in operating activities during the year ended December 31, 2024, was S$7.4 million (US$5.4 million), resulting primarily from a net loss of S$7.5 million, adjusted for non-cash charges of S$0.9 million in depreciation and amortization, S$0.2 million in share-based compensation and offset by S$0.7 million of changes in working capital and S$0.3 million of unrealized foreign exchange gain. The increase of S$2.6 million in net cash used in operating activities from the prior year was primarily related to a S$1.9 million increase in personnel expenses, of which S$1.5 million was from increased hiring, primarily within the research and development team as well as a S$0.4 million increase in staff bonuses, other miscellaneous payments and associated operational support costs, including S$0.1 million in facilities expenses, S$0.1 million in travel related expenses as a result of increased staff and greater participation in industry conferences compared to the prior year, and an increase of S$0.1 million in professional and outsourced services to support compliance and other operational requirements.

Net cash used in operating activities during the year ended December 31, 2023, was S$4.9 million, resulting primarily from a net loss of S$5.2 million, adjusted for non-cash charges of S$0.3 million in depreciation and amortization, S$0.3 million in share-based compensation expense, S$0.2 million in unrealized foreign exchange loss and offset by S$0.4 million of changes in working capital.

Investing Activities

Net cash used in investing activities during the year ended December 31, 2024, was S$2.7 million (US$2.0 million) representing additions of S$1.7 million to equipment primarily related to the development of a quantum computing system, additions of S$0.9 million attributable to capital expenditures for office renovation works, and additions of S$0.1 million of purchases relating to computer and office equipment to support increased staff headcount and operational requirements.

Net cash used in investing activities during the year ended December 31, 2023, was S$0.6 million representing additions of S$0.6 million to computer equipment related to operational requirements.

Financing activities

Net cash provided by financing activities during the year ended December 31, 2024, was nil for the period as Horizon did not undertake any financing transactions.

Net cash provided by financing activities during the year ended December 31, 2023, was S$6.6 million, reflecting net proceeds from the issuance of Series A convertible preference shares.

Contractual Obligations

Horizon leases office space in Singapore under two operating lease agreements with remaining lease terms of around 18 months. The lease agreements provide for monthly rental payments and other service charges. See “Note 7 — Right-Of-Use Assets and Lease Liabilities” in Horizon’s consolidated financial statements and notes for the fiscal years ended December 31, 2024 and 2023 included in this Report for more information. Horizon also entered a material purchase commitment with Maybell Quantum Industries Inc. to purchase capital equipment related to its hardware testbed. The unpaid contract value of the agreement is approximately US$581 thousand and payment is required upon delivery and acceptance of the equipment and is expected to close in mid 2026.

Off-Balance Sheet Arrangements

As of June 30, 2025 and through the date of this Report, we do not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the company. In accounting for share-based compensation, the use of valuation methods for awards granted when the Horizon Ordinary Shares are not publicly traded, the use of estimates in option valuation model inputs such as expected volatility, term of options, risk-free interest rates are subjective and the change in these assumptions can materially affect the amount of share-based compensation expense recognized in the consolidated financial statements.

Revenue Recognition

See “Note 2 — RevenueRecognition” in Horizon’s consolidated financial statements and notes for the fiscal years ended December 31, 2024 and 2023 included in this Report.

Leases

See “Note 2 — Leases” in Horizon’s consolidated financial statements and notes for the fiscal years ended December 31, 2024 and 2023 included in this Report.

Share-Based Compensation

See “Note 2 — Share-BasedCompensation” in Horizon’s consolidated financial statements and notes for the fiscal years ended December 31, 2024 and 2023 included in this Report.

Foreign Operations and Foreign Currency Translation

See “Note 2—“ForeignOperations Foreign Currency Translation” in Horizon’s consolidated financial statements and notes for the fiscal years ended December 31, 2024 and 2023 included in this report.

Loss Contingencies

In the future, we may be involved in various legal proceedings, claims, and regulatory, tax, and government inquiries and investigations that arise in the ordinary course of business. Certain of these matters include claims for substantial or indeterminate amounts of damages. We will record a liability when we believe that a loss is probable, and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, we disclose the possible loss in the accompanying notes to our consolidated financial statements. If we determine that a loss is reasonably possible, but the loss or range of loss cannot be reasonably estimated, we will state in the accompanying notes to our consolidated financial statements that an estimate of the loss cannot be made.

Quantitative and Qualitative Disclosures aboutMarket Risk

Foreign Exchange Risk

Horizon conducts operations through its Ireland subsidiary and we incur expenses and record assets and liabilities in local currencies such as the Euro. Accordingly, fluctuations in foreign currency exchange rates relative to the Singapore Dollar may impact our consolidated financial statements. For the year ended December 31, 2024 and 2023, Horizon reported foreign currency translation loss of approximately S$294 thousand and a gain of approximately S$166 thousand, respectively. Horizon expects that its exposure to loss in future earnings, fair values or cash flows resulting from foreign exchange risk will increase as its operations in Ireland grow and as a result of future sales in other global markets, such as North America and Europe. Horizon has not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future.

Recent Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations, and cash flows is included in Note 2, to Horizon’s notes to our consolidated financial statements included elsewhere in this prospectus for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the dates of the statement of financial position included in this prospectus.

Emerging Growth Company Status

As defined in Section 102(b)(1) of the JOBS Act, Horizon is an emerging growth company (“EGC”). As such, Horizon will be eligible for and intends to rely on certain exemptions and reduced reporting requirements provided by the JOBS Act, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements.

The Company will remain an EGC until the earliest of (1) the last day of its fiscal year during which it has total annual gross revenues of at least US$1.235 billion; (2) the last day of its fiscal year following the fifth anniversary of the closing of the Business Combination; (3) the date on which the Company has, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (4) the date on which the Company is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the Company has been a public company for at least 12 months and the market value of its Class A Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.	Directors and Senior Management

Following the consummation of the Business Combination, the business and affairs of the Company is managed by or under the direction of the Board. Officers of the Company will be elected by the Board from time to time and will hold office for the term as determined by the Board. The Board currently consists of four individuals.

The following table sets forth certain information, as of the date of this Report, concerning the persons who serve as directors and executive officers of the Company. Additionally, pursuant to the IonQ Side letter, IonQ has the right to select one initial director of the Company to serve on the Company’s Board who shall (i) qualify as an independent director under the Nasdaq Rules, (ii) be unaffiliated with IonQ and (iii) be subject to the Company’s and DMY’s approval. We will disclose IonQ’s designee by filing a Form 6-K.

Name	Age	Position
Executive Officers
Dr. Joseph F. Fitzsimons	44	Chief Executive Officer and Chairman of the Board of Directors
Gregory M. Gould	57	Chief Financial Officer
Dr. Si-Hui Tan	44	Chief Science Officer
Catherine Fitzsimons	42	Chief Legal and Compliance Officer, EVP of Strategic Initiatives and Company<br> Secretary (effective May 11, 2026)
Non-Employee Directors
Harry L. You	65	Director
Danielle Lambert	49	Director
Jill Turner	49	Director

Executive Officers and Directors of the Company

Dr. Joseph Fitzsimons is our Chairman and Chief Executive Officer following the Business Combination, and has been the Chief Executive Officer of Horizon since March 2019, after founding Horizon in January 2018. Dr. Fitzsimons is an academic authority on quantum computing with extensive research and development expertise. Prior to Horizon, from May 2013 to February 2019, Dr. Fitzsimons was a professor at the Singapore University of Technology and Design, achieving the position of a tenured associate professor in 2018. In addition, from November 2010 until February 2019, Dr. Fitzsimons held various position at the Center for Quantum Technologies in Singapore, ultimately becoming a Principal Investigator in 2017, a position Dr. Fitzsimons held for the remainder of his time there. Prior to that, between October 2007 and September 2010, Dr. Fitzsimons simultaneously held positions as a Senior Research Fellow and a Junior Research Fellow within Oxford University’s Department of Materials and Merton College, respectively. Additionally, from 2006 until 2007, Dr. Fitzsimons was a Graduate Teaching Assistant at Oriel College. Dr. Fitzsimons has held multiple visiting positions at academic institutions between 2006 and 2018, included at the University of California, Berkley, University College in Dublin, Ireland and the Institute for Quantum Computing at the University of Waterloo. Dr. Fitzsimons has received several awards and distinctions, most notably from the MIT Technology Review, the Singapore National Research Foundation and the University of Oxford. Since 2008, Dr. Fitzsimons has been awarded ten research grants from a variety of governmental and academic institutions. Dr. Fitzsimons received his doctorate in 2007 from the University of Oxford’s Department of Materials, having completed a doctoral thesis titled Architectures for Quantum Computation under Restricted Controls. Prior to this, he was awarded his Bachelor of Science in theoretical physics from University College Dublin, Ireland, achieving first class honors. Dr. Fitzsimons’ work has been cited over 6,900 times, he is listed as an inventor on three patents related to quantum computing, has authored in excess of 60 publications and is a member of multiple professional societies, including as president of the Southeast Asia Quantum Industry Association and as board member of the Irish Chamber of Commerce in Singapore.

GregoryGould is our Chief Financial Officer following the Business Combination and has been the Chief Financial Officer of Horizon since August 2025. Mr. Gould is a seasoned professional with deep investment and operational expertise in the tech sector, from AI, to FinTech, InsurTech, blockchain, retail tech and PropTech. In addition to his role at Horizon, Mr. Gould acts as a strategic advisor to Penchant Holdings, Inc., and as a venture partner with 14 Peaks Capital Advisors LLC, positions he has held since December 2024 and May 2022, respectively. Mr. Gould’s participation in 14 Peaks Capital is voluntary and advisory, and he receives no remuneration for any services he may choose to provide. 14 Peaks Capital does not participate in the quantum computing market, and Horizon does not consider Mr. Gould’s involvement with them to be a conflict of interest with Horizon’s interests or Mr. Gould’s time. From December 2023 to May 2024, Mr. Gould was the Chief Financial Officer of FitMatch Inc., a leading AI-driven ‘FitTech company that lets consumers find correct-fitting clothing. Prior to Fit, from May 2022 to September 2023, Mr. Gould was the Chief Financial Officer of Groundspeed Analytics, Inc., an InsurTech solution provider, where he rebuilt the finance team and successfully raised funding and helped drive a merger with Two Sigma Insurance Quantified, LP (a/ka/ Insurance Quantified). Earlier in his career, from January 2019 to January 2021, Mr. Gould was a Senior Vice President at Quarters Holdings GmbH, a PropTech company. From July 2017 to August 2019, was a Senior Advisor at CORESTATE Capital Holdings S.A. (XTERA: CCAP.DE), an investment manager and co-investor. Finally, Mr. Gould began his career at Goldman Sachs Group, Inc. (“Goldman”), where he became a Managing Director and Co-Deputy Director of Goldman’s Global Technology Investment Research Group, leading equity and fixed income transactions. In 2023, Mr. Gould was identified as a “Top 25 CFO” of Miami by TheTopCFOs.com (f/k/a Finance & Investing), a publication focusing on business news and corporate actions related to banking, finance, and other topics relevant to public and private markets. Mr. Gould obtained his Bachelor of Science in Finance, Sloan School of Management from Massachusetts Institute of Technology, in 1990.

Dr. Si-Hui Tan is our Chief Science Officer following the Business Combination and has been the Chief Science Officer of Horizon since March 2019. Dr. Tan is an accomplished academic and researcher in the field of quantum computing, with extensive experience in research and development. Prior to Horizon, from October 2013 to February 2019, Dr. Tan was a research Scientist at the Singapore University of Technology and Design, where she specialized in research and development as it pertains to quantum computation. Before her time at the Singapore University of Technology and Design, from December 2010 to October 2013, Dr. Tan was a research scientist at A*Star Data Storage Institute, where her research focused primarily on quantum optics and quantum communications. Dr. Tan has received ten academic honors and awards, most recently, as a 2025 SG Digital Leader and in 2021 she was named as a Singapore 100 Women in Tech. Dr. Tan’s publications have also been cited over 1800 times. Dr. Tan obtained her Doctor of Philosophy in Physics from Massachusetts Institute of Technology, and her Bachelor of Science in Physics from the California Institute of Technology (Caltech).

CatherineFitzsimons will serve as the Chief Legal and Compliance Officer, EVP of Strategic Initiatives and Company Secretary of the Company beginning on May 11, 2026, and will be responsible for overseeing all the legal, regulatory, compliance and corporate governance matters relating to the Company. Since February 2015, Ms. Fitzsimons has served in various roles at Fidelity International Ltd. (“Fidelity”), ultimately achieving the title Director of Strategic Initiatives. Over the course of her time with Fidelity, Ms. Fitzsimons served as Head of Global Product Legal and provided legal support and advice in relation to Fidelity’s European and Cross-Border fund ranges. Additionally, Ms. Fitzsimons has served as a non-executive director on Fidelity’s Irish fund ranges. Prior to joining Fidelity, between May 2009 and January 2015, Ms. Fitzsimons practiced financial services law with a specific focus on asset management and investment funds, advising a wide range of domestic and international clients on all aspects of their business, including their asset management activities, and the structuring, establishment, marketing and sale of investment vehicles in Ireland and other jurisdictions. Ms. Fitzsimons is a member of the Law Society of Ireland, and has also acted as a lecturer and internal examiner. Ms. Fitzsimons is a certified investment fund director and holds a Bachelor of Civil Law and a Post-Graduate Diploma in International Financial Services Law from University College Dublin, as well as a Diploma in Applied Finance Law.

HarryL. You serves as our director following the Business Combination and previously served as the Chairman and a Director of DMY from March 3, 2022 to the date of the Merger, as well as the Chief Financial Officer of DMY from February 15, 2022 to the date of the Merger, and the Chief Executive Officer of DMY from February 26, 2025 to the date of the Merger. Mr. You is also currently the Executive Chairman of Berto Acquisition Corp. From March 3, 2022 until his resignation on March 15, 2023, Mr. You also served as the Co-Chief Executive Officer of DMY. Previously, Mr. You was the Chairman of the board of Coliseum Acquisition Corp. (“Coliseum”) from June 2023 to December 2024 and interim Chief Executive Officer and interim Chief Financial Officer of Coliseum from June 2023 to July 2023. He has served as the Executive Chairman and a director of Rain Enhancement Technologies Holdco Inc. since the company combined with Coliseum on December 31, 2024. He has also been a member of the audit committee of Broadcom Inc. since January 2019 as well as Chairman of the Compensation Committee and a member of the Executive Committee of the board of directors of Broadcom. Previously, he was Chief Financial Officer from September 2016 to August 2019 and President in May 2019 and from September 2016 to February 2019 of GTY, a software as a service company that offers cloud-based solutions for the public sector. He was Executive Vice President in the Office of the Chairman of EMC Corporation (“EMC”) from 2008 to 2016. When Mr. You joined EMC in 2008, he oversaw corporate strategy and new business development, including mergers and acquisitions, joint ventures and venture capital activity. He was Chief Executive Officer from 2005 to 2007 and Interim Chief Financial Officer from 2005 to 2006 of BearingPoint Inc. He was Executive Vice President and Chief Financial Officer of Oracle Corporation (“Oracle”) from 2004 to 2005. Prior to joining Oracle, he held several key positions in finance, including as Chief Financial Officer of Accenture Ltd. and managing director in the Investment Banking Division of Morgan Stanley. He also served as a trustee of the U.S. Olympic Committee Foundation from 2016 to 2022. Mr. You served as a director and Chairman of the audit committee of IonQ, Inc. from October 2021 to February 2025. Mr. You served as Vice Chairman of the board of GTY from February 2019 to July 2022 and as director of Coupang, Inc. from January 2021 to June 2023, Genius Sports from April 2021 to December 2022, Rush Street from September 2019 to June 2022, dMY II (a special purpose acquisition company) from June 2020 to April 2021, dMY IV (a special purpose acquisition company) from December 2020 to April 2023, and Korn/Ferry International from 2005 to 2016. Mr. You holds an M.A. in Economics from Yale University and a B.A. in Economics from Harvard College. The Board has determined that Mr. You is well-qualified to serve on our Board due to his extensive and varied deal experience throughout his career, including his experience structuring Dell Technologies Inc.’s $67 billion acquisition of EMC as EMC’s Executive Vice President, his experience as a member of IonQ’s board of directors, his network of contacts in the technology sector, and his prior special purpose acquisition company experience with DMY and eight other special purpose acquisition companies (GTY, dMY I, dMY II, dMY III, dMY IV, dMY VI, Coliseum, and Berto).

DanielleLambert serves as our director following the Business Combination. Currently, Ms. Lambert serves as Chief Executive Officer and Founder of Penchant Holdings, Inc. (“Penchant”), a position she has held since December 2022. Prior to Penchant, between May 2010 and February 2014, Ms. Lambert was an initial investor and served as an advisor to Nest Labs, Inc. through their acquisition by Alphabet, Inc. Additionally, between October 2000 and November 2008, Ms. Lambert served in various capacities at Apple Inc. (“Apple”), ultimately achieving the title of Vice President of Human Resources. While at Apple, Ms. Lambert played a pivotal role in building the teams behind some of Apple’s most iconic products. Ms. Lambert was selected to serve on our Board because of her extensive experience in early-stage business development and human resource expertise.

JillTurner serves as our director following the Business Combination. Currently, Ms. Turner serves as Chief Human Resources Officer for Broadcom Inc. (“Broadcom”), a position she has held since April 2021. At Broadcom, Ms. Turner is the lead global Human Resources function and is responsible for all strategic human resources activity. Prior to Broadcom, between October 2013 and March 2021, Ms. Turner served as a human recourses senior vice president for Lumen Technologies, Inc., f/k/a Century Link, Inc., (“Lumen”). Prior to Lumen, between October 2013 and January 2000, Ms. Turner held various leadership positions within the human resources department at Honeywell International Inc. Ms. Turner received both her Master of Human Resources and Industrial Relations and her Bachelor of Science in Kinesiology from the University of Illinois at Urbana-Champaign. Ms. Turner was selected to serve on our Board due to her extensive experience in corporate leadership and human resources.

Family Relationships

Ms. Catherine Fitzsimons is the sister of Horizon’s and the Company’s Chief Executive Officer and Chairman, Joseph Fitzsimons.

Limitation on Liability and Indemnificationof Directors and Officers

Our amended and restated constitution (“A&R Constitution”) contains provisions requiring that we indemnify our directors, officers, and executives against all costs, charges, losses, expenses, and liabilities incurred by them the execution of their duties or in relation thereto, and to advance expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding for which indemnification would be allowed, all to the extent permissible under Singapore law and the A&R Constitution. In addition, the Company has entered into an indemnification agreement with each of its directors and executive officers that provides for indemnification of that director and/or executive officer against certain claims that arise by reason of their status or service as a director or executive officer. The Company has purchased directors and officers liability insurance to cover its indemnification obligations to its directors and executive officers as well as to cover directly certain claims made against its directors and executive officers.

B.	Compensation

Horizon Executive Officer and Director Compensation

The aggregate cash compensation paid by Horizon to its executive officers and directors who, following the consummation of the Business Combination, also serve as executive officers and directors of the Company, for the year ended December 31, 2025, was S$0.95 million. This amount includes S$0.07 million set aside or accrued to provide pension, severance, retirement or similar benefits or expenses. 285,300 employee share options, covering 285,300 Company Class A Ordinary Shares, were awarded by Horizon to the same individuals during the year ended December 31, 2025. Such options have an exercise price of S$16.07 per share and an expiration date of August 15, 2035.

As a foreign private issuer, we will comply with home country compensation disclosure requirements and certain exemptions thereunder rather than the SEC disclosure requirements applicable to U.S. domestic issuers. Under Singapore law, Horizon is not required to disclose compensation paid to its executive officers and directors on an individual basis and this information has not otherwise been publicly disclosed.

Executive Officer and Director CompensationFollowing the Business Combination

Overview

The policies of the Company with respect to the compensation of its executive officers and directors following the Business Combination are administered by our Board in consultation with the compensation committee of the Board. The compensation decisions regarding our executives will be based on our need to retain those individuals who continue to perform at or above our expectations and to attract individuals with the skills necessary for us to achieve our business plan. We intend to establish an executive compensation program that is competitive with other similarly situated companies in its industry following completion of the Business Combination.

It is anticipated that performance-based and equity-based compensation will be an important foundation in executive compensation packages. We believe that performance-based and equity-based compensation can be an important component of the total executive compensation package for maximizing shareholder value while, at the same time, attracting, motivating and retaining high-quality executives.

Our executive officers receive a combination of cash and equity-based compensation. Our compensation committee is charged with performing an annual review of our cash and equity-based compensation programs to determine whether such programs provide appropriate incentives to our executive officers, including whether such incentives are aligned with those provided to similarly situated executive officers in its industry. In addition to the guidance provided by its compensation committee, we may utilize the services of third parties from time to time in connection with the hiring and compensation awarded to executive employees. This could include subscriptions to executive compensation surveys and other databases.

Employment Agreements

In connection with the Business Combination, we entered into employment agreements with our Chief Executive Officer, Chief Financial Officer, and our Chief Legal and Compliance Officer, EVP of Strategic Initiatives and Company Secretary, which agreements include confidentiality and non-disclosure restrictions and non-competition and non-solicitation restrictions that apply during employment and for certain periods following a termination of employment. This summary is qualified in its entirety by the Form of Singapore Executive Officer Employment Agreement and Form of Irish Executive Officer Employment Agreement, which are included as Exhibits 4.10 and 4.14 to this Report, respectively.

Company Incentive Plan

We have adopted the Horizon Quantum Holdings Ltd. 2026 Equity Incentive Plan, which is referred to in this Report as the “2026 Plan,” and which is included as Exhibit 4.11 to this Report. Information regarding the 2026 Plan is included in the Proxy Statement/Prospectus under the section titled “Horizon Executive and Director Compensation – Holdco Incentive Plan” which is incorporated herein by reference.

2026 Employee Share Purchase Plan

The Board and our shareholders have approved and adopted the Horizon Quantum Holdings Ltd. 2026 Employee Share Purchase Plan (the “ESPP”). and which is included as Exhibit 4.12 to this Report. Information regarding the 2026 Plan is included in the Proxy Statement/Prospectus under the section titled “Horizon Executiveand Director Compensation – 2026 Employee Share Purchase Plan” which is incorporated herein by reference.

C.	Board Practices

Director Independence

As a result of its securities being listed on Nasdaq following consummation of the Business Combination, the Company will adhere to the rules of Nasdaq in determining whether a director is independent. In connection with the consummation of the Business Combination, the Board undertook a review of the independence of the members of the Board and determined that Harry You, Danielle Lambert, and Jill Turner qualify as “independent” as defined under the applicable Nasdaq rules.

The Nasdaq definition of “independence” includes a series of objective tests, such as the director or director nominee is not, and was not during the last three years, an employee of the Company and has not received certain payments from, or engaged in various types of business dealings with, the Company. In addition, as further required by the Nasdaq Listing Rules, the Board will make a subjective determination as to each director nominee’s independence and expects to determine that no relationships exist which, in the opinion of the Board, would interfere with such individual’s exercise of independent judgment in carrying out his or her responsibilities as a director. In making these determinations, the Board reviews and discusses information provided by the directors with regard to each director’s business and personal activities as they may relate to the Company and its management.

Upon the Closing, the Board was comprised of a majority of “independent directors” as defined in the rules of Nasdaq and applicable SEC rules.

Controlled Company

Dr. Fitzsimons holds approximately 65.0% of the voting power of our voting securities for the election of directors. As a result, we are a controlled company within the meaning of the Nasdaq rules, and, as a result, may qualify for exemptions from certain corporate governance requirements.

Under Nasdaq rules, a controlled company is exempt from certain corporate governance requirements, including:

●	the requirement that a majority of the board of directors<br>consist of independent directors;
●	the requirement that if a listed company has a nominating<br>and governance committee, it be composed of independent directors with a written charter addressing the committee’s purpose and<br>responsibilities;
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●	the requirement that a listed company have a compensation<br>committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;<br>and
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●	the requirement for an annual performance evaluation of the<br>nominating and governance committee, if applicable, and compensation committee.
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Controlled companies must comply with Nasdaq’s other corporate governance standards. These include having and audit committee and the special meetings of independent or non-management directors.

Although we qualify as a “controlled company,” we do not currently to rely on these exemptions and intend to fully comply with all corporate governance requirements under the listing standards of Nasdaq. However, if we were to utilize some or all of these exemptions, we would not comply with certain of the corporate governance standards of Nasdaq, which could adversely affect the protections for other shareholders.

Committees of the Board

The Board has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of the Board are described below. Members serve on these committees until their resignation or until otherwise determined by the Board. We may establish other committees as we deem necessary or appropriate from time to time.

Audit Committee

The audit committee of the Board was established upon the Closing and currently consists of Harry You (Chair), Danielle Lambert, and Jill Turner. The Board has determined that all of the members of the audit committee qualify as “independent” under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act, and that Harry You qualifies as an “audit committee financial expert” within the meaning of SEC regulations. Each member of the audit committee is able to read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board examined each audit committee member’s scope of experience and the nature of their employment.

The primary purpose of the audit committee is to discharge the responsibilities of the Board with respect to corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of the audit committee include:

●	helping the Board oversee corporate accounting and financial<br>reporting processes;
●	managing the selection, engagement, qualifications, independence<br>and performance of a qualified firm to serve as the independent registered public accounting firm to audit our consolidated financial<br>statements;
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●	discussing the scope and results of the audit with the independent<br>registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating<br>results;
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●	developing procedures for employees to submit concerns anonymously<br>about questionable accounting or audit matters;
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●	reviewing related person transactions; obtaining and reviewing<br>a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures,<br>any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and
●	approving or, as permitted, pre-approving, audit and permissible<br>non-audit services to be performed by the independent registered public accounting firm.
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Compensation Committee

The compensation committee of the Board was established upon the Closing and currently consists of Jill Turner (Chair) and Danielle Lambert. The Board has determined that all members of the compensation committee qualify as “independent” under the Nasdaq listing standards and as “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act.

The primary purpose of the compensation committee is to discharge the responsibilities of the Board in overseeing the compensation policies, plans and programs and to review and determine the compensation to be paid to executive officers, directors and other senior management, as appropriate. Specific responsibilities of the compensation committee include:

●	reviewing and approving the compensation of the chief executive<br>officer, other executive officers and senior management;
●	reviewing and recommending to the Board the compensation of<br>directors;
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●	administering the equity incentive plans and other benefit<br>programs;
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●	reviewing, adopting, amending and terminating incentive compensation<br>and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory<br>arrangements for the executive officers and other senior management; and
---	---
●	reviewing and establishing general policies relating to compensation<br>and benefits of the employees, including the overall compensation philosophy.
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Nominating and Corporate Governance Committee

The nominating and corporate governance committee was established upon the Closing and currently consists of Danielle Lambert (Chair) and Harry You. The Board has determined that all members of the nominating and corporate governance committee qualify as independent under the Nasdaq listing standards.

Specific responsibilities of the nominating and corporate governance committee include:

●	identifying and evaluating candidates, including the nomination of<br>incumbent directors for re-election and nominees recommended by shareholders, to serve on the Board;
●	considering and making recommendations to the Board regarding<br>the composition and chairmanship of the committees of the Board;
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●	developing and making recommendations to the Board regarding<br>corporate governance guidelines and matters, including in relation to corporate social responsibility; and
---	---
●	overseeing periodic evaluations of the performance of the<br>Board, including its individual directors and committees.
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Compensation Committee Interlocks and InsiderParticipation

None of the members of our compensation committee has ever been an executive officer or employee of the Company. None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers who serve as a member of the Board or compensation committee.

Code of Ethics

We have adopted a code of ethics that applies to all of our executive officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of ethics is available on our website. In addition, we post all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the code on our website. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Report.

Limitation on Liability and Indemnificationof Directors and Officers

Our A&R Constitution contains provisions requiring us to indemnify our directors, officers, and executives against all costs, charges, losses, expenses, and liabilities incurred by them the execution of their duties or in relation thereto, and to advance expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding for which indemnification would be allowed, all to the extent permissible under Singapore law and the A&R Constitution. In addition, we entered into an indemnification agreement with each of our directors and executive officers that provides for indemnification of that director and/or executive officer against certain claims that arise by reason of their status or service as a director or executive officer. We carry directors and officers liability insurance to cover our indemnification obligations to our directors and executive officers as well as to cover directly certain claims made against our directors and executive officers.

Duties of Directors

Under Singapore law, members of the board of directors of a Singapore company owe certain fiduciary duties towards the company, including a duty to act in good faith in the interests of the company, a duty to act honestly and to use reasonable diligence in the discharge of the duties of their office. Directors generally owe fiduciary duties to the company, and not to the company’s individual shareholders. The company’s shareholders may not have a direct cause of action against its directors. The company has a right to seek damages if a duty owed by directors is breached.

Subject to applicable law and our constitution, the directors may at their discretion exercise all powers of the company to borrow or otherwise raise money, to mortgage, charge or hypothecate all or any of its property or business including any uncalled or called but unpaid capital and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the company or of any third party.

Subject to the Singapore Companies Act, every director who is, in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company must as soon as is practicable after the relevant facts have come to his or her knowledge declare the nature of his or her interest at a meeting of the directors of the company, or send a written notice to the company containing details on the nature, character and extent of his or her interest in the transaction or proposed transaction with the company. Under the company’s constitution, (i) every director shall observe such provisions of the Singapore Companies Act relating to the disclosure of the interests in transactions or proposed transactions with the company or of any office or property held by him which might create duties or interests in conflict with his duties or interests as a director; (ii) subject to such disclosure, a director shall be entitled to vote in respect of any transaction or arrangement in which he is interested; and (iii) such director shall be taken into account in ascertaining whether a quorum of a meeting is present.

Terms of Directors and Officers

Pursuant to the A&R Constitution, our directors may be appointed and removed by an ordinary resolution of shareholders. The directors shall have power at any time to appoint any person who is willing to act as a director, to fill any vacancies on the Board arising other than upon the removal of a director by ordinary resolution. Any such appointment shall be as an interim director to fill such vacancy until the next general meeting of the Company (and such appointment shall terminate at the commencement of such general meeting of the Company). Our directors are not automatically subject to a term of office and shall hold office until such time as they are removed from office by an ordinary resolution. In addition, a director will cease to be a director if he (i) becomes prohibited by law from being a director; (ii) ceases to be a director by virtue of any provisions of The Companies Act of 1967; (iii) he shall resign (not being a director holding any executive office for a fixed term) by writing under his hand left at the Company’s office or if he shall in writing offer to resign and the directors shall resolve to accept such offer; (iv) becomes bankrupt or makes any arrangement or composition with his creditors generally; (v) becomes mentally disordered and incapable of managing himself or his affairs or if in Singapore or elsewhere an order shall be made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to his property or affairs; (vi) becomes disqualified from acting as a director by virtue of his disqualification or removal or the revocation of his appointment as a director, as the case may be, under any applicable laws; (vii) absents himself from the meetings of the directors during a continuous period of three (3) months without special leave of absence from the Board and they pass a resolution that he has by reason of such absence vacated office; (viii) is removed from office by the Company in general meeting pursuant to the Company’s A&R Constitution; and (ix) is disqualified from acting as a director in any jurisdiction for reasons other than on technical grounds (in which case he must immediately resign from the Board). Our officers are appointed by and serve at the discretion of the Board and may be removed by the Board.

D.	Employees

Information regarding our employees is included in the Proxy Statement/Prospectus under the section titled “Information about Horizon – Human CapitalResources” which is incorporated herein by reference.

E.	Share Ownership

See “Item 7. Major Shareholders and Related Party Transactions–A. Major Shareholders.”

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTYTRANSACTIONS

A.	Major Shareholders

The following table and accompanying footnotes set forth information with respect to the beneficial ownership of the Company as of the date of this Report by:

●	each person known by us to be the beneficial owner of more than 5% of each class of outstanding Ordinary<br> Shares of the Company;
●	each executive officer or director of the Company; and
●	all of the executive officers and directors of the Company as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if they possess sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.

The calculations in the table below are based on 31,833,549 Company Class A Ordinary Shares and 19,744,585 Company Class B Ordinary Shares issued and outstanding as of the date of this Report, and a total outstanding voting power of Company Ordinary Shares of 91,067,304. Holders of record of Company Class A Ordinary Shares are entitled to one (1) vote per share on all matters on which the Company Class A Ordinary Shares are entitled to vote and holders of Company Class B Ordinary Shares are entitled to three (3) votes per share on all matters on which the Company Class B Ordinary Shares are entitled to vote.

	Class A Ordinary Shares <br> Beneficially <br> Owned					Class B Ordinary Shares <br> Beneficially <br> Owned					% of Outstanding<br> Ordinary			Total <br> Voting
Name and Address of Beneficial Owner^(1)^	Number		% of Class			Number		% of Class			Shares			Power
Directors and executive officers
Dr. Joseph Francis Fitzsimons^(2)^, Chief Executive Officer and Chairman		-		0	%		19,744,585		100.00	%		38.28	%		65.0	%
Gregory Gould^(3)^, Chief Financial Officer		86,836		*			-		0	%		*			*
Dr. Si-Hui Tan^(4)^, Chief Science Officer		1,217,494		3.68	%		-		0	%		2.31	%		1.32	%
Catherine Fitzsimons^(5)^, Chief Legal and Compliance Officer, EVP of Strategic Initiatives and Company Secretary		-		0	%		-		0	%		0	%		0	%
Harry L. You^(6)^, Director		4,097,358		11.80	%		-		0	%		7.52	%		4.36	%
Danielle Lambert^(7)^, Director		84,602		*			-		0	%		*			*
Jill Turner, Director		-		0	%		-		0	%		0	%		0	%
All Directors and Executive Officers as a group (7 individuals)		5,486,290		14.75	%		19,744,585		100.00	%		44.32	%		67.12	%
Greater than 5% Shareholders
dMY Squared Sponsor, LLC^(8)^		4,048,144		11.66	%		-		0	%		7.43	%		4.31	%
Singapore Innovate Pte. Ltd.^(9)^		3,486,531		10.95	%		-		0	%		6.76	%		3.83	%
Abies Ventures Fund I, L.P.^(10)^		1,961,140		6.16	%		-		0	%		3.80	%		2.15	%
Peak XV Partners Seed Investment^(11)^		6,468,999		20.32	%		-		0	%		12.54	%		7.10	%
THL A12 Limited^(12)^		4,175,570		13.12	%		-		0	%		8.10	%		4.59	%
IonQ, Inc.^(13)^		4,230,118		13.29	%		-		0	%		8.20	%		4.65	%
Dell International L.L.C.^(14)^		2,115,059		6.64	%		-		0	%		4.10	%		2.32	%
*	Less than 1%.
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(1)	Unless otherwise noted, the principal business<br> address of each of the directors and executive officers of the Company is 29 Media Cir. #05-22,<br> Singapore, 138565.
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(2)	Dr. Fitzsimons directly holds 19,744,585 Company Class B Ordinary Shares.
(3)	Represents 86,836 Company Class A Ordinary Shares issuable upon the<br>exercise of 35,662 currently vested stock options exercisable at a price per Company Class A Ordinary Share of $5.13 directly held by<br>Mr. Gould. Does not include 607,866 Company Class A Ordinary Shares issuable upon the exercise of 249,638 unvested options that will not<br>vest within 60 days of the date of this Report.
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(4)	Represents 1,217,494 Company Class A Ordinary Shares issuable upon<br>the exercise of 500,000 vested stock options exercisable at a price per Company Class A Ordinary Share of $0.15.
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(5)	Ms. Fitzsimons will serve as the Chief Legal and Compliance Officer, EVP of Strategic Initiatives and<br>Company Secretary of the Company beginning<br>on May 11, 2026.
(6)	Represents 49,214 Company Class A Ordinary Shares directly held by Mr. You, 1,163,484 Company Class A Ordinary Shares held by dMY Squared Sponsor, LLC and 2,884,660 Company Class A Ordinary Shares issuable upon the cash exercise of 2,884,660 Company Warrants which will be exercisable within 60 days of the date of this Report. Mr. You has voting and investment discretion with respect to the Company Class A Ordinary Shares held by dMY Squared Sponsor, LLC. The principal business address of Mr. You and the Sponsor is 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144.
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(7)	Represents 84,602 Company Class A Ordinary Shares held by Penchant<br>Family Holdings LLC. Penchant Family Holdings LLC is controlled by Penchant Holdings, Inc., its Managing Member, of which Danielle Lambert<br>serves as its President. Ms. Lambert may be deemed to be a beneficial owner of such shares. The business address of Penchant Family Holdings<br>LLC is 66 West Flagler Street, Suite 900, Miami, FL 33130.
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(8)	Represents 1,163,484 Company Class A Ordinary Shares held directly and 2,884,660 Company Class A Ordinary Shares issuable upon the cash exercise of 2,884,660 Company Warrants which will be exercisable within 60 days of the date of this Report. Harry L. You is the manager of the Sponsor. Mr. You has voting and investment discretion with respect to the Company Class A Ordinary Shares held by the Sponsor. The principal business address of Mr. You and the Sponsor is 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144.
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(9)	Yong Ying-I, Lim Hua Ern John, Jeremy Asher Kranz,<br> Tan Sok Pin, Lee Kheng Nam, Shi Zu, Phuan Ling Fong and Cindy Khoo Seow Chyng, as directors<br> of Singapore Innovate Pte. Ltd., may be deemed to have voting and dispositive power over<br> the shares held by Singapore Innovate Pte Ltd. The foregoing individuals disclaim beneficial<br> ownership of the shares, except to the extent of any pecuniary interest therein. The address<br> of Singapore Innovate Pte Ltd. is 32 Carpenter Street Singapore 059911.
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(10)	Abies Ventures Fund I, L.P.’s business address<br> is at Cricket Square, Hutchings Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.<br> Fuyuki Yamaguchi and Sota Nagano are the managing members of Abies Ventures GP I, LLP, the<br> general partner of Abies Ventures Funds I, L.P. and consequently have joint voting control<br> and investment discretion over securities held by Abies Ventures Fund I, L.P.
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(11)	Voting and dispositive authority over the shares<br> held by Peak XV Partners Seed Investment is shared by the directors of Peak XV Partners Seed<br> Investment, Satyadeo Bissessur and Krishnacoomari Bundhoo. The mailing address for Peak XV<br> Partners Seed Investment is 5^th^ Floor, Ebene Esplanade, 24 Bank Street, Cybercity<br> Ebene, Mauritius.
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(12)	THL A12 Limited is a wholly owned subsidiary of<br> Tencent Holdings Limited (“Tencent”). The registered address for THL A12<br> Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110,<br> British Virgin Islands. THL A12 Limited is beneficially owned and controlled by Tencent,<br> a Cayman Islands company listed on the Main Board of the Stock Exchange of Hong Kong.
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(13)	The mailing address of IonQ, Inc. is 3755 Monte<br> Villa Parkway, Bothell, WA 98021.
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(14)	Dell International L.L.C. (“Dell International”)<br> holds such shares directly. Dell International is a wholly-owned subsidiary of Dell Technologies<br> Inc. (“Dell”). Dell may be deemed to be the indirect beneficial owner<br> of such shares. The mailing address of each of Dell International and Dell is One Dell Way,<br> Round Rock, Texas 78682.
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B.	Related Party Transactions

Related Party Transactions

Information regarding certain related party transactions is included in the Proxy Statement/Prospectus under the section titled “Certain Relationships andRelated Party Transactions” and is incorporated herein by reference.

Related Party Transactions Policy

The Company has adopted a related party transaction policy, which requires certain related party transactions to be approved by the audit committee of the Board.

C.	Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A.	Consolidated Statements and Other Financial Information

Consolidated Financial Statements

See Item 18 of this Report for our consolidated financial statements and other financial information.

Legal proceedings

We may from time to time be subject to legal proceedings, disputes and claims that arise in the ordinary course of business, which primarily included cooperation disputes and disputes regarding outsourcing of employees with our corporate customers. As of the date of this Report, to the knowledge of our management, there was no material litigation, arbitration or governmental proceeding pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding.

Dividend Policy

We may, by ordinary resolution, declare dividends at a general meeting of our shareholders, but no dividend shall be payable except out of our profits, and the amount of any such dividend shall not exceed the amount recommended by the Board. Subject to our A&R Constitution and in accordance with the Singapore Companies Act, the Board may, without the approval of our shareholders, declare and pay interim dividends, but any final dividends the board declares must be approved by an ordinary resolution at a general meeting of our shareholders. We currently have not adopted a dividend policy with respect to future dividends and we do not have any present plan to pay any cash dividends on Company Ordinary Shares in the foreseeable future.

B.	Significant Changes

A discussion of significant changes since December 31, 2024, is provided under Item 4 and Item 5 of this Report and is incorporated herein by reference. Except as disclosed elsewhere in this Report, we have not experienced any significant changes since December 31, 2024.

ITEM 9. THE OFFER AND LISTING

A.	Offer and Listing Details

Nasdaq Listing of the Company’s Class A Ordinary Sharesand Warrants

The Company’s Class A Ordinary Shares and Warrants are listed on Nasdaq under the symbols “HQ” and “HQWWW,” respectively. Holders of the Company’s Class A Ordinary Shares or Warrants should obtain current market quotations for their securities. There can be no assurance that the Company’s Class A Ordinary Shares and/or Warrants will remain listed on Nasdaq. If we fail to comply with the Nasdaq listing requirements, the Company Class A Ordinary Shares and/or Warrants could be delisted from Nasdaq. A delisting of the Company’s Class A Ordinary Shares or Warrants will likely affect their respective liquidity and could inhibit or restrict our ability to raise additional financing.

Lock-up Agreements and Transfer Restrictions

Information regarding the transfer restrictions applicable to the Company Ordinary Shares and Company Private Warrants is included in “Item 4. Information on the Company*—A. History and Development of the Company—Additional Agreements in connection with the Business Combination.*”

B.	PLAN OF DISTRIBUTION

Not applicable.

C.	Markets

The Company Class A Ordinary Shares are listed on Nasdaq under the symbol “HQ.” The Company Public Warrants are listed on Nasdaq under the symbol “HQWWW.”

D.	Selling Shareholders

Not applicable.

E.	Dilution

Not applicable.

F.	Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A.	Share Capital

There is no concept of authorized share capital under Singapore law. As of the date of this Report, there were 31,833,549 Company Class A Ordinary Shares and 19,744,585 Company Class B Ordinary Shares outstanding. All shares presently issued are fully paid. As of the date of this Report, there were 6,044,154 Company Warrants outstanding.

Further information regarding our share capital is included in the Proxy Statement/Prospectus under the section titled “Description of Holdco Securities” and is incorporated herein by reference.

B.	Memorandum and Articles of Association

Information regarding certain material provisions of the Company’s A&R Constitution is included in the Proxy Statement/Prospectus under the section titled “Comparison of Corporate Governance and Shareholder Rights” and is incorporated herein by reference.

C.	Material Contracts

Information regarding certain material contracts we entered in connection with the Business Combination is set forth in “Item 4. Information on the Company*—*A. History and Development of the Company.”

D.	Exchange Controls

There are no governmental laws, decrees, regulations, or other legislation in Singapore that may affect the import or export of capital, including the availability of cash and cash equivalents for use by us, or that may affect the remittance of dividends, interest, or other payments by us to non-resident holders of Company Ordinary Shares. There is no limitation imposed by the laws of Singapore or in our A&R Constitution on the right of non-residents to hold or vote shares.

E.	Taxation

The material United States federal income tax consequences of owning and disposing of our securities following the Business Combination are described in the Proxy Statement/Prospectus in the section entitled “Material U.S. Federal Income Tax Considerations,” which is incorporated herein by reference.

F.	Dividends and Paying Agents

Not applicable.

G.	Statement by Experts

The financial statements of dMY Squared Technology Group, Inc. as of December 31, 2025 and 2024 and the related statements of operations, changes in shareholders’ deficit and cash flows for the years then ended, have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as set forth in their report thereon (which contains an emphasis of a matter relating to corporate and income tax withdrawals from the Trust Account as described in Note 1 to the financial statements, an emphasis of a matter relating to restatement of unaudited interim condensed financial statements as discussed in Note 2 to the financial statements, and an explanatory paragraph relating to substantial doubt about the ability of DMY to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in this Report, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements of Horizon Quantum Computing Pte. Ltd. as of December 31, 2024 and 2023, and for each of the two years in the period ended December 31, 2024, included in this Report, have been audited by PKF Littlejohn LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The financial statements of Horizon Quantum Holdings Ltd. (formerly known as Horizon Quantum Holdings Pte. Ltd. and Rose Holdco Pte. Ltd.) as of August 31, 2025, included in this Report, have been audited by PKF Littlejohn LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

H.	Documents on Display

We are subject to certain informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an annual report on Form 20-F containing financial statements audited by an independent accounting firm. We may, but are not required to, furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters.

I.	Subsidiary Information

Not applicable.

J.	Annual Report to Security Holders

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK

See “Item 5. – Operating and Financial Review and Prospects - Quantitative and Qualitative Disclosures about Market Risk”

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Following the consummation of the Business Combination, we have 6,044,154 Company Warrants outstanding as of March 19, 2026. We have assumed all outstanding DMY Warrants, and converted them into corresponding 6,044,154 Company Warrants, which include 3,159,494 Company Public Warrants and 2,884,660 Company Private Warrants. Each Company Warrant will entitle the holder thereof to purchase one Company Class A Ordinary Share at a price of $11.50 per whole share, subject to adjustment, at any time commencing 30 days after the completion the Business Combination, provided in each case that we have an effective registration statement under the Securities Act covering the Company Class A Ordinary Shares issuable upon exercise of the Company Warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its Company Warrants only for a whole number of Company Class A Ordinary Shares. This means that, once the warrants become exercisable, only a whole warrant may be exercised at any given time by a warrant holder. The warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Further information regarding the Company Warrants is included in the Proxy Statement/Prospectus under the section titled “Description of Holdco Securities” and is incorporated herein by reference.

PART II

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18.

ITEM 18. FINANCIAL STATEMENTS

The financial statements of Horizon Quantum Holdings Ltd. (formerly known as Horizon Quantum Holdings Pte. Ltd. and Rose Holdco Pte. Ltd.) as of August 31, 2025 and for the period then ended, is filed as part of this Report beginning on page F-65.

The financial statements of Horizon Quantum Computing Pte. Ltd. as of December 31, 2024 and 2023, are filed as part of this Report beginning on page F-47.

The financial statements of dMY Squared Technology Group, Inc. as of December 31, 2025 and 2024, and for the periods then ended are filed as part of this Report beginning on page F-2.

The unaudited pro forma condensed combined financial information of DMY and Horizon are attached as Exhibit 15.1 to this Report.

ITEM 19. EXHIBIT

Exhibit Number	Description
1.1*	Amended and Restated Constitution of Horizon Quantum Holdings Ltd.
2.1	Specimen Class A Ordinary Share Certificate of Horizon Quantum Holdings Ltd. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-4 (Reg. No. 333-292737), initially filed with the SEC on January 14, 2026).
2.2	Specimen Warrant Certificate of Horizon Quantum Holdings Ltd. (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form F-4 (Reg. No. 333-292737), initially filed with the SEC on January 14, 2026).
2.3	Warrant Agreement, dated October 4, 2022, between dMY Squared Technology Group, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to DMY’s Current Report on Form 8-K (File No. 001-41519), filed with the SEC on October 4, 2022).
2.4*	Warrant Assumption and Amendment Agreement dated March 19, 2026, by<br>and between dMY Squared Technology Group, Inc., Horizon Quantum Holdings Ltd., and Continental Stock Transfer & Trust Company.
4.1	Sponsor Support Agreement, dated as of September 9, 2025, by and among dMY Squared Technology Group, Inc., Rose Holdco Pte. Ltd., Horizon Quantum Computing Pte. Ltd., dMY Squared Sponsor, LLC, and certain other shareholders of dMY Squared Technology Group, Inc. (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-4 (Reg. No. 333-292737), initially filed with the SEC on January 14, 2026).
4.2	Form of Support Agreement, dated as of September 9, 2025, by and among dMY Squared Technology Group, Inc., Rose Holdco Pte. Ltd., Horizon Quantum Computing Pte. Ltd., and all shareholders of Horizon (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form F-4 (Reg. No. 333-292737), initially filed with the SEC on January 14, 2026).
4.3†	Business Combination Agreement, by and among dMY Squared Technology Group, Inc., Rose Holdco Pte. Ltd., Rose Acquisition Pte. Ltd., Horizon Merger Sub 2, Inc., and Horizon Quantum Computing Pte. Ltd., dated as of September 9, 2025 (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form F-4 (Reg. No. 333-292737), initially filed with the SEC on January 14, 2026).
4.4	Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-4 (Reg. No. 333-292737), initially filed with the SEC on January 14, 2026).
4.5	Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form F-4 (Reg. No. 333-292737), initially filed with the SEC on January 14, 2026).
4.6*	Sponsor Indemnification Agreement.
4.7	Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form F-4 (Reg. No. 333-292737), initially filed with the SEC on January 14, 2026).
4.8*	Amendment to PIPE Subscription Agreement.

4.9	Form of SAFE (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form F-4 (Reg. No. 333-292737), initially filed with the SEC on January 14, 2026).
4.10*+	Form of Singapore Executive Officer Employment Agreement.
4.11*+	Horizon Quantum Holdings Ltd. 2026 Equity Incentive Plan.
4.12*+	Horizon Quantum Holdings Ltd. 2026 Employee Share Purchase Plan.
4.13*+	Form of Indemnification Agreement.
4.14*+	Form of Irish Executive Officer Employment Agreement.
4.15	Letter Agreement, dated December 4, 2025, by and among dMY Squared Technology Group, Inc., Horizon Quantum Computing Pte. Ltd., Rose Holdco Pte. Ltd., and IonQ, Inc. (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form F-4 (Reg. No. 333-292737), initially filed with the SEC on January 14, 2026).
4.16*	Amendment to Letter Agreement, dated March 9, 2026, by and among dMY Squared technology Group, Inc., Horizon Quantum Computing Pte. Ltd., Horizon Quantum Holdings Ltd., and IonQ, Inc.
8.1*	List of Subsidiaries of Horizon Quantum Holdings, Ltd.
15.1*	Unaudited pro forma condensed combined financial statements of Horizon Quantum Holdings, Inc.
15.2*	Consent of WithumSmith+Brown, PC as the independent registered accounting<br>firm for dMY Squared Technology Group, Inc.
15.3*	Consent of PKF Littlejohn LLP as the independent registered accounting<br>firm for Horizon Quantum Holdings, Ltd.
15.4*	Consent of PKF Littlejohn LLP as the independent registered account<br>firm for Horizon Quantum Computing Pte. Ltd.
*	Filed herewith.
---	---
†	Certain schedules and similar attachments to this exhibit have been omitted in accordance with Regulation<br> S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted schedules and similar attachments to the SEC upon its<br> request.
+	Denotes management contract or compensatory plan or arrangement.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.

	Horizon Quantum Holdings Ltd.
Date: March 25, 2026	By:	/s/ Joseph Fitzsimons
	Name:	Joseph Fitzsimons
	Title:	Chief Executive Officer and Chairman

INDEX TO FINANCIAL STATEMENTS

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of December 31, 2025 and 2024	F-3
Statements of Operations for the years ended December 31, 2025 and 2024	F-4
Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2025 and 2024	F-5
Statements of Cash Flows for the years ended December 31, 2025 and 2024	F-6
Notes to Financial Statements	F-7

HORIZON QUANTUM COMPUTING PTE. LTD. —UNAUDITED CONDENSED FINANCIAL STATEMENTS

	Page
Unaudited Financial Statements:
Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	F-30
Consolidated Statements of Operations as of June 30, 2025 and 2024	F-31
Consolidated Statements of Changes in Stockholder’s Equity as of June 30, 2025 and 2024	F-33
Consolidated Statements of Cash Flows as of June 30, 2025 and 2024	F-34
Notes to Financial Statements	F-35

HORIZON QUANTUM COMPUTING PTE. LTD. — AUDITEDFINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-47
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-48
Consolidated Statements of Operations as of December 31, 2024 and 2023	F-49
Consolidated Statements of Changes in Stockholder’s Equity as of December 31, 2024 and 2023	F-51
Consolidated Statements of Cash Flows as of December 31, 2024 and 2023	F-52
Notes to Financial Statements	F-53

HORIZON QUANTUM HOLDINGS PTE. LTD. (FORMERLYKNOWN AS ROSE HOLDCO PTE. LTD.) — AUDITED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-65
Balance Sheet as of August 31, 2025	F-66
Statements of Operations for the period August 26, 2025 (inception) to August 31, 2025	F-67
Statements of Changes in Stockholder’s Deficit for the period August 26, 2025 (inception) to August 31, 2025	F-68
Statements of Cash Flows as of August 31, 2025	F-69
Notes to Financial Statements	F-70

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

To the Shareholders and the Board of Directors of

dMY Squared Technology Group, Inc.:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of dMY Squared Technology Group, Inc. (the “Company”) as of December 31, 2025 and 2024, the related statements of operations, changes in shareholders’ deficit and cash flows for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025 and 2024 in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to complete a business combination by March 29, 2026, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and liquidity condition and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emphasis of a Matter - Restatement of UnauditedInterim Condensed Financial Statements

As discussed in Note 2 to the financial statements, the unaudited condensed financial statements for the quarter ended March 31, 2025 were restated to properly reflect excise tax payable and the related adjustment to accumulated deficit.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, P.C.

We have served as the Company's auditor since 2022.

New York, New York

March 17, 2026

PCAOB ID Number 100

F-2

DMY SQUARED TECHNOLOGY GROUP, INC.

BALANCE SHEETS


			2024
Assets:
Current assets:
Cash	78		$	309,399
Prepaid expenses	111,447			133,023
Total current assets	111,525			442,422
Cash and Investments held in Trust Account	27,316,019			25,587,986
Total Assets	27,427,544		$	26,030,408
Liabilities and Shareholders’ Deficit:
Current liabilities:
Accounts payable	541,706		$	486,018
Accrued expenses	4,176,136			777,616
Convertible note - related parties	1,191,667			641,667
Advances from related parties	2,395,015			389,871
Corporate tax payable	-			180,115
Income tax payable	-			303,913
Total current liabilities	8,304,524			2,779,200
Overfunding loans	947,850			947,850
Derivative warrant liabilities	15,714,820			1,450,600
Deferred underwriting commissions	2,211,650			2,211,650
Total Liabilities	27,178,844			7,389,300
Commitments and Contingencies
Class A common stock, 0.0001 par value; 35,000,000 shares authorized; 2,325,987 and 2,338,586 shares subject to possible redemption at approximately 11.70 and 10.90 per share as of December 31, 2025 and 2024, respectively	27,216,020			25,487,987
Shareholders’ Deficit:
Preferred stock, 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024	-			-
Non-redeemable class A common stock, 0.0001 par value; 35,000,000 shares authorized; 416,266 and 0 shares issued or outstanding as of December 31, 2025 and 2024, respectively	42			-
Class B common stock, 0.0001 par value; 5,000,000 shares authorized; 1,163,484 and 1,579,750 shares issued and outstanding as of December 31, 2025 and 2024, respectively	116			158
Additional paid-in capital	-			-
Accumulated deficit	(26,967,478	)		(6,847,037	)
Total shareholders’ deficit	(26,967,320	)		(6,846,879	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Shareholders’ Deficit	27,427,544		$	26,030,408

All values are in US Dollars.

The accompanying notes are an integral partof these financial statements.

F-3

DMY SQUARED TECHNOLOGY GROUP, INC.

STATEMENTS OF OPERATIONS

	For the<br> years ended<br> December 31,
	2025			2024
General and administrative expenses	$	4,461,667		$	1,088,400
Corporate tax expenses		456			47,164
Loss from operations		(4,462,123	)		(1,135,564	)
Other income (expenses):
Interest income on operating account		97			441
Investment income from cash and investments held in Trust Account		1,065,740			1,294,140
Change in fair value of derivative warrant liabilities		(14,264,220	)		(543,970	)
Total other (expenses) income		(13,198,383	)		750,611
Net loss before provision for income taxes		(17,660,506	)		(384,953	)
Provision for income taxes		162,200			434,457
Net loss	$	(17,822,706	)	$	(819,410	)
Weighted average shares outstanding of Class A common stock - basic		2,337,999			2,371,212
Weighted average shares outstanding of Class A common stock - diluted		2,762,853			2,371,212
Net loss per share, Class A common stock - basic	$	(4.55	)	$	(0.21	)
Net loss per share, Class A common stock - diluted	$	(0.82	)	$	(0.21	)
Weighted average shares outstanding of Class B common stock - basic		1,579,750			1,579,750
Weighted average shares outstanding of Class B common stock - diluted		1,579,750			1,579,750
Net loss per share, Class B common stock - basic	$	(4.55	)	$	(0.21	)
Net loss per share, Class B common stock - diluted	$	(0.82	)	$	(0.21	)

The accompanying notes are an integral partof these financial statements.

F-4

DMY SQUARED TECHNOLOGY GROUP, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS’DEFICIT

	For the year ended December 31, 2025
	Non-redeemable<br> Class A<br> Common Stock				Class B<br> Common Stock						Additional<br> Paid-In		Accumulated			Total<br> Shareholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance - December 31, 2024		-	$	-		1,579,750		$	158		$	-	$	(6,847,037	)	$	(6,846,879	)
Increase in redemption value of Class A common stock subject to redemption due to extension		-		-		-			-			-		(550,000	)		(550,000	)
Excise tax payable attributable to redemption of Class A common stock		-		-		-			-			-		(421,924	)		(421,924	)
Conversion of Class B common stock to non-redeemable Class A common stock		416,266		42		(416,266	)		(42	)		-		-			-
Remeasurement for Class A common stock subject to redemption		-		-		-			-			-		(1,325,811	)		(1,325,811	)
Net loss		-		-		-			-			-		(17,822,706	)		(17,822,706	)
Balance - December 31, 2025		416,266	$	42		1,163,484		$	116		$	-	$	(26,967,478	)	$	(26,967,320	)
	For the years ended December 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---
	Class B<br> Common Stock				Additional<br> Paid-In		Accumulated<br> Deficit			Total<br> Shareholders’
	Shares		Amount		Capital		(as restated)			Deficit
Balance - December 31, 2023		1,579,750	$	158	$	-	$	(5,079,176	)	$	(5,079,018	)
Increase in redemption value of Class A common stock subject to redemption due to extension		-		-		-		(641,667	)		(641,667	)
Remeasurement for Class A common stock subject to redemption		-		-		-		(306,784	)		(306,784	)
Net loss		-		-		-		(819,410	)		(819,410	)
Balance - December 31, 2024		1,579,750	$	158	$	-	$	(6,847,037	)	$	(6,846,879	)

The accompanying notes are an integral partof these financial statements.

F-5

DMY SQUARED TECHNOLOGY GROUP, INC.

STATEMENTS OF CASH FLOWS

	For the<br> years ended<br> December 31,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(17,822,706	)	$	(819,410	)
Adjustments to reconcile net loss to net cash used in operating activities:
Investment income from cash and investments held in Trust Account		(1,065,740	)		(1,294,140	)
Change in fair value of derivative warrant liabilities		14,264,220			543,970
General and administrative expenses advanced by related party		1,238,647			366,192
Changes in operating assets and liabilities:
Prepaid expenses		21,576			22,602
Accounts payable		97,365			(13,937	)
Accrued expenses		3,398,520			200,170
Corporate tax payable		(180,115	)		(194,152	)
Income tax payable		(303,913	)		(207,118	)
Net cash used in operating activities		(352,146	)		(1,395,823	)
Cash Flows from Investing Activities:
Cash deposited in Trust Account for extension		(550,000	)		(641,667	)
Cash re-contributed to the Trust Account for excess tax withdrawals		(260,070	)		-
Withdrawal from Trust Account to pay for taxes		-			1,872,655
Withdrawal from Trust Account to pay for redemption		147,777			42,020,432
Net cash (used in) provided by investing activities		(662,293	)		43,251,420
Cash Flows from Financing Activities:
Advances from related parties		724,820			-
Repayment of advances to related party		-			(167,442	)
Proceeds received from related parties under convertible note		550,000			641,667
Payment of excise tax on 2024 redemption of common stock		(421,924	)		-
Redemption of Class A common stock		(147,778	)		(42,020,432	)
Net cash provided by (used in) financing activities		705,118			(41,546,207	)
Net change in cash		(309,321	)		309,390
Cash - Beginning of the year		309,399			9
Cash - End of the year	$	78		$	309,399
Supplemental disclosure of noncash activities:
Accounts payable paid by related party	$	41,677		$	6,000
2024 excise tax payable attributable to redemption of Class A common stock	$	421,924		$	-
Increase in redemption value of Class A common stock subject to redemption due to extension	$	550,000		$	641,667
Supplemental cash flow information:
Cash paid for federal income taxes	$	537,526		$	508,883
Cash paid for state taxes	$	213,105		$	391,181

The accompanying notes are an integral partof these financial statements

F-6

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 1-Description of Organization and BusinessOperations

dMY Squared Technology Group, Inc. (the “Company” or “dMY”) is a blank check company incorporated in Massachusetts. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of December 31, 2025, the Company had not commenced any operations. All activity for the period from February 15, 2022 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is dMY Squared Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 29, 2022. On October 4, 2022, the Company consummated its Initial Public Offering of 6,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Class A Shares” or the “Public Shares”), at $10.00 per unit, generating gross proceeds of $60.0 million, and incurring offering costs of approximately $3.7 million, of which $2.1 million and approximately $26,000 were for deferred underwriting commissions (see Note 5) and offering costs allocated to derivative warrant liabilities, respectively. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 additional Units (the “Over-Allotment Units”), generating gross proceeds of approximately $3.2 million (the “Partial Over-Allotment”). The underwriter waived the remainder of its over-allotment option. The Company incurred additional offering costs of approximately $156,000 in connection with the Partial Over-Allotment (of which approximately $112,000 was for deferred underwriting fees).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 2,840,000 warrants (the “Initial Private Placement Warrants”), at a price of $1.00 per Initial Private Placement Warrant to the Sponsor, generating proceeds of approximately $2.8 million (see Note 4). On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 44,660 private placement warrants at $1.00 per private placement warrant (the “Additional Private Placement Warrants”, and together with the Initial Private Placement Warrants, the “Private Placement Warrants”), generating additional gross proceeds of approximately $45,000.

In addition, concurrently with the closing of the Initial Public Offering, the Sponsor extended an overfunding loan to the Company in an amount of $900,000 at no interest (the “Initial Overfunding Loan”) to deposit in the Trust Account (as defined below). On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended a further overfunding loan to the Company in an aggregate amount of $47,850 (the “Additional Overfunding Loan”, and together with the Initial Overfunding Loan, the “Overfunding Loans”) to deposit in the Trust Account.

F-7

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Upon the closing of the Initial Public Offering, the Partial Over-Allotment, the Private Placement and the Overfunding Loans, approximately $64.1 million ($10.15 per Unit) of the net proceeds of the sale of the Units, the Over-Allotment Units, and the Private Placement Warrants and the proceeds from the Overfunding Loans were initially placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee. According to the terms of the Investment Management Trust Agreement, dated October 4, 2022, between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), the funds held in the Trust Account were initially invested in United States government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination, (ii) the redemption of Public Shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Articles of Organization (the “Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (iii) return of the funds held in the Trust Account to holders of Public Shares (the “Public Shareholders”) as part of the redemption of the Public Shares if the Company does not complete an initial Business Combination during the Combination Period. On September 25, 2024, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to transfer its Trust Account out of investment in securities into an interest-bearing bank deposit account in order to mitigate the risk of being deemed an unregistered investment company, and the account was transferred in March 2025.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the funds held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company provides Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders’ meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.15 per Public Share).

The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5).

These Public Shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company’s Charter initially required the Company to not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.

F-8

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

In January 2024, the shareholders approved the proposal to amend the Charter and eliminate such Redemption Limitation (as defined below). If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders agreed to vote their Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Company’s Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers agreed not to propose an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below), or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company’s Charter initially provided 15 months from the closing of the Initial Public Offering, or January 4, 2024 (the “Prior Outside Date”), to consummate an initial Business Combination. The Charter also permitted the Company, by resolution of the board of directors, to extend the period of time to consummate a Business Combination twice by an additional 3-month period (for a total of 21 months to complete a Business Combination), subject to the Sponsor depositing into the Trust Account $631,900 in the aggregate for each extension (the “Prior Contributions”). The Sponsor did not intend to deposit such Prior Contributions into the Trust Account. Accordingly, following January 4, 2024, the Company would have been forced to liquidate.

On January 2, 2024, the Company held a special meeting of its shareholders to extend the date by which the Company had to consummate its initial business combination (the “First Extension”), from January 4, 2024 to January 29, 2024 and to allow the Company, without another shareholder vote, by resolution of the board of directors, to elect to further extend such date up to twenty-three times for an additional one month each time, until up to December 29, 2025, only if the Sponsor or its designee would deposit (the “Contributions”) into the Trust Account as a loan, (i) on or before January 4, 2024, with respect to the initial extension, an amount of $41,667, and (ii) one business day following the public announcement by us disclosing that the board of directors has determined to implement an additional monthly extension, with respect to each such additional extension, an amount of $50,000. In connection with the shareholder approval of the First Extension, an aggregate of 3,980,414 Public Shares were redeemed for an aggregate of approximately $42.0 million on January 4, 2024 (the “January 2024 Redemption”). The Company’s board of directors elected to use all twenty-three monthly extensions and, accordingly, Mr. You made an aggregate of $1,191,667 of Contributions to the Trust Account.

F-9

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

At the Special Meeting, the Company’s shareholders also approved proposals to (1) amend the Charter to provide for the right of a holder of Class B Shares (as defined below) to convert their Class B Shares into Class A Shares on a one-for-one basis at any time and from time to time at the election of the holder; (2) amend the Charter to eliminate from the Charter (i) the limitation that the Company may not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a Business Combination unless it has net tangible assets of at least $5,000,001 (collectively, the “Redemption Limitation”); (3) amend the Charter to permit the board of directors, in its sole discretion, to elect to wind up operations on an earlier date than the Extended Date or Additional Extended Date, as applicable, as determined by the board of directors and included in a public announcement (the “Liquidation Amendment”); and (4) amend the Investment Management Trust Agreement between the Company and Continental Stock Transfer and Trust Company to reflect the Extension and the Liquidation Amendment.

In connection with the Contribution and advances the Sponsor or its affiliates may make in the future to the Company for working capital expenses, on January 2, 2024, the Company issued a convertible promissory note to Harry L. You, Chairman, Chief Executive Officer and Chief Financial Officer and an affiliate of the Sponsor (the “Payee”), with a principal amount up to $1.75 million (the “Convertible Note”). The Convertible Note bears no interest and is repayable on the earlier of (i) the date on which the Company consummates an initial Business Combination and (ii) the liquidation date. If the Company does not consummate a Business Combination before the end of the Combination Period, the Convertible Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of the initial Business Combination, up to $1,500,000 of the outstanding principal of the Convertible Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the Payee. Since January 2, 2024, the board of directors has elected to extend the liquidation date to December 29, 2025. Accordingly, the Company has drawn down from the Convertible Note and deposited $1,191,667 into the Trust Account in connection with such extensions.

On December 15, 2025, dMY’s shareholders approved a further amendment to the Charter to extend the date by which dMY has to consummate its initial business combination (the “Second Extension”), from December 29, 2025 to January 29, 2026 and to allow dMY, without another shareholder vote, by resolution of the board of directors, to elect to further extend such date up to five times for an additional one month each time, until up to June 29, 2026 (such time period, the “Combination Period”). No further Contributions are required in connection with the Second Extension. In connection with the shareholder approval of the Second Extension, an aggregate of 12,599 Public Shares were redeemed for an aggregate of approximately $147,778 (the “December 2025 Redemption”). As of the date of this Annual Report, the board of directors has extended the Combination Period, monthly, through March 29, 2026.

If the Company is unable to complete the Business Combination before the end of the Combination Period of March 29, 2026 or as extended to June 29, 2026, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the MBCA to provide for claims of creditors and other requirements of applicable law.

F-10

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

If the initial shareholders acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.15. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Tax Withdrawals from Trust Account

In January 2024 and April 2024, the Company withdrew a total of approximately $1.9 million of funds from the Trust Account for purposes of payment of tax liabilities and tax estimates, and such funds were deposited into the Company’s operating account. Funds representing interest earned on the amounts held in the Trust Account are permitted to be withdrawn from the Trust Account for the payment of taxes under the Company’s Charter and the terms of the Trust Agreement. On April 17, 2024, the Company paid approximately $0.89 million for 2023 taxes, leaving approximately $0.97 million remaining to be used for upcoming tax estimates. The Company used approximately $0.69 million of the balance of the withdrawn funds for the payment of general operating expenses. Management determined that the use of funds was not in accordance with the Trust Agreement, and, in March 2025, the Sponsor advanced approximately $0.73 million to the Company representing the amount of such operating expenses plus approximately $0.04 million in respect of interest that would have been earned on the remaining amount of approximately $0.97 million for the period from the original withdrawals to the date of the advance. The Company paid an aggregate of approximately $0.75 million for such tax obligations on March 21, 2025. On March 25, 2025, the Company re-contributed to the Trust Account approximately $0.22 million of the remaining amounts not used for payment of taxes plus approximately $0.04 million in respect of interest that would have been earned had such funds remained in the Trust Account.

Excise Tax

On August 16, 2022, the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRA”) was signed into federal law. The IR Act provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including certain redemptions) of stock by publicly traded domestic (i.e. U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations (each, a “Covered Corporation”) occurring on or after January 1, 2023 (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. For purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year, subject to certain exceptions.

F-11

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The U.S. Department of Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. On June 28, 2024, the Treasury issued final regulations addressing the procedural aspects of the Excise Tax reporting and payment, and on November 24, 2025, the Treasury issued final regulations that provide substantive operating rules and computation for the Excise Tax.

Under the final regulations, redemptions of the Public Shares in January 2024 and December 2025 in connection with the First Extension and Second Extension are subject to the Excise Tax. Failure to timely pay the obligation in full would subject the Company to additional interest and penalties. In December 2025, the Company filed its excise tax return related to the January 2024 Redemption and paid an aggregate of approximately $570,000, consisting of approximately $420,000 of Excise Tax in connection with the First Extension and approximately $150,000 of related penalties and interest. The Excise Tax attributable to the January 2024 Redemption was recorded as a charge to accumulated deficit in accordance with ASC 480-10-S99-3A, while the related penalties and interest were recorded within general and administrative expenses in the accompanying statements of operations. As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 3, 2025, the applicability of the Excise Tax to such redemptions was uncertain at 2024 year-end due to pending regulatory guidance and other factors. In 2025, based on additional guidance and analysis, management concluded that recognition of the obligation was appropriate.

The redemptions in connection with the Second Extension in December 2025 totaled $147,778, which did not exceed the $1 million de minimis threshold. Accordingly, no excise tax expense was incurred for the year ended December 31, 2025.

Transfer of Listing

Pursuant to NYSE American LLC (the “NYSE American”) Rules Section 119(b), the Company was required to complete its initial Business Combination within 36 months of the effective date of its Initial Public Offering registration statement, which date was September 29, 2025. Because the Company did not complete its initial Business Combination by such date, the trading of the Company’s Class A common stock, Public Warrants, and Units was suspended at the closing of business on September 29, 2025, and the Company’s securities were removed from listing and registration on NYSE American exchange.

The Company began trading its Class A common stock and Public Warrants on the OTCQB Market and its Units on the OTCID Market, each operated by The OTC Market Systems (the “OTC Market”), under the symbols “DMYY”, “DMYYW”, and “DMYYU”, respectively, effective at the open of trading on September 30, 2025.

Proposed Business Combination with Horizon

On September 9, 2025, the Company, Horizon Quantum Holdings Ltd. (formerly known as Rose Holdco Pte. Ltd., Company Registration No. 202537774K), a Singapore public company limited by shares (“Holdco”), Rose Acquisition Pte. Ltd. (Company Registration No. 202537790M), a Singapore private company limited by shares and wholly-owned subsidiary of Holdco (“Merger Sub 1”), Horizon Merger Sub 2, Inc., a Massachusetts corporation and wholly-owned subsidiary of Holdco (“Merger Sub 2”), and Horizon Quantum Computing Pte. Ltd. (Company Registration No. 201802755E), a Singapore private company limited by shares (“Horizon”), entered into a Business Combination Agreement (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, (i) Holdco was converted from a Singapore private company to a Singapore public company and was renamed “Horizon Quantum Holdings Ltd.”, (ii) Horizon and Merger Sub 1 will amalgamate, with Horizon surviving as a wholly-owned subsidiary of Holdco (the “Amalgamation”) and (iii) Merger Sub 2 will merge with and into dMY (the “SPAC Merger”, and together with the Amalgamation and the other transactions contemplated by the Business Combination Agreement, the “Proposed Business Combination”) with dMY surviving as a wholly-owned subsidiary of Holdco. The consummation of the Proposed Business Combination will result in dMY’s and Horizon’s securityholders becoming securityholders of Holdco, which will become a public company.

F-12

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The Business Combination Agreement and the Proposed Business Combination were unanimously approved by the boards of directors of each of dMY and Horizon. The closing of the Proposed Business Combination is subject to the receipt of the required approvals by dMY’s and Horizon’s shareholders and the satisfaction of other customary closing conditions, including the requirement to meet a minimum cash condition of $45 million plus transaction expenses.

In connection with the Proposed Business Combination, concurrently with the execution of the Business Combination Agreement, dMY, the Sponsor, Holdco and Horizon entered into a voting support agreement. Concurrently with the execution of the Business Combination Agreement, dMY and Holdco entered into voting support agreements with Horizon and all shareholders of Horizon.

On December 4, 2025, in connection with the Proposed Business Combination, dMY, Holdco, and Horizon entered into Subscription Agreements (the “PIPE Subscription Agreements”), which were subsequently amended on March 9, 2026, with certain institutional and accredited investors, qualified institutional buyers and strategic investors (the “PIPE Investors”). Pursuant to the PIPE Subscription Agreements, as of December 31, 2025, Holdco agreed to issue and sell, and the PIPE Investors agreed to subscribe for and purchase, in a private placement, an aggregate investment of approximately $110.4 million of Holdco Class A Ordinary Shares (the “PIPE Shares”), at a per share price equal to the redemption price (the “PIPE Investment”). Subsequent to December 31, 2025, additional investors entered into subscription agreements increasing the aggregate PIPE commitment to approximately $111.9 million. The PIPE Investors may elect to satisfy their commitments through Class A Shares purchased in the open market or held prior to March 9, 2026. The PIPE Investment is expected to close substantially concurrently with the closing of the Proposed Business Combination, subject to the satisfaction of certain closing conditions set forth in the PIPE Subscription Agreements. The Company has engaged a financial advisor in connection with the proposed Business Combination and related financing transactions. The advisor is entitled to transaction-based compensation contingent upon completion of the Proposed Business Combination.

In connection with the PIPE Subscription Agreement, on December 4, 2025, Holdco, dMY, Horizon and IonQ, Inc. (“IonQ”), one of the PIPE Investors, entered into an agreement (the “IonQ Side Letter”), as subsequently amended on March 9, 2026, which provides certain commercial and governance rights commensurate with IonQ’s strategic investment in Horizon, including the right to select one director to serve on the board of directors of Holdco, subject to certain independence and approval requirements, an 18-month lock-up on IonQ’s PIPE Shares, and certain notice and information rights for so long as IonQ maintains specified ownership thresholds.

On February 17, 2026, the SEC declared effective the registration statement on Form F-4 (333-292737) filed by Holdco and Horizon in connection with the Proposed Business Combination. On the same day, dMY filed its definitive proxy statement and began mailing the proxy statement to its shareholders of record as of February 6, 2026. A special meeting of dMY’s shareholders was held on March 17, 2026. At the special meeting, dMY shareholders approved the Proposed Business Combination and related matters. If the other closing conditions are satisfied or waived, the Company currently expects the closing to occur in March 2026. However, there can be no assurance that the Proposed Business Combination will be consummated on the currently anticipated timeline, or at all, as the closing remains subject to various conditions, including the level of stockholder redemptions and necessary regulatory approvals.

Other than as specifically discussed, this Annual Report does not assume the closing of the Proposed Business Combination or the transactions contemplated by the Business Combination Agreement.

F-13

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Going Concern Consideration

As of December 31, 2025, the Company had minimal cash and working capital deficit of approximately $8.2 million. Further, the Company has incurred and expected to continue to incur significant costs in pursuit of its acquisition plans.

Prior to the consummation of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4) and a loan under the Note (as defined in Note 4) in the amount of approximately $145,000. The Company fully repaid the Note balance on October 4, 2022. The Note was no longer available to the Company after the closing of its Initial Public Offering. Subsequent to the closing of the Initial Public Offering and the Partial Over-Allotment, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account and advances from related parties (approximately $2.3 million in advances outstanding as of December 31, 2025).

In addition, in order to provide the Contribution and to finance transaction costs in connection with a Business Combination, the Company issued the Convertible Note to the Payee with a principal amount up to $1.75 million on January 2, 2024 as discussed above. As of December 31, 2025, the Company had an outstanding amount of $1,191,667 under the Convertible Note. All proceeds received under the Convertible Note were contributed into the Trust Account.

In connection with the management’s assessment of going concern considerations in accordance with FASB Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements-Going Concern,” the Company’s management has determined that the Company’s liquidity condition, mandatory liquidation should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about its ability to continue as a going concern through the earlier of the liquidation date of March 29, 2026 or the completion of the initial Business Combination. There is no assurance that the Company’s plans to consummate the Proposed Business Combination with Horizon or any other Business Combination will be successful or successful within the Combination Period. The financial statements included in this Annual Report on Form 10-K do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

Global economic conditions remain subject to significant uncertainty and volatility resulting from a combination of changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations. Ongoing and escalating military conflicts, including the conflict between Russia and Ukraine and conflicts in the Middle East, as well as the risk of further escalation or expansion of such conflicts, have contributed to heightened geopolitical instability and increased uncertainty in global markets.

These conditions have adversely affected, and may continue to adversely affect, global economic activity through, among other things, disruptions to energy and commodity markets, volatility in foreign exchange and capital markets, supply chain dislocations, increased cybersecurity risks, and reduced cross-border trade and investment. In addition, elevated interest rates, inflationary pressures, tightening credit conditions, and concerns regarding sovereign debt and fiscal stability in various jurisdictions have contributed to increased volatility and reduced liquidity in global financial markets.

The extent and duration of these conditions remain uncertain, and the ultimate impact on the global economy, financial markets, and business confidence cannot be predicted. Continued or worsening geopolitical tensions, adverse macroeconomic developments, or additional policy or regulatory responses could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

F-14

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 2-Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2025 and 2024.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which regularly exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

F-15

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Cash and Investments Held in Trust Account

The Company’s portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On September 25, 2024, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to transfer its Trust Account out of investment in securities into an interest-bearing bank deposit account in order to mitigate the risk of being deemed an unregistered investment company, and the account was transferred in March 2025. As of December 31, 2025, the trust balance was held in cash. As of December 31, 2024 the trust balance was held in US Treasury Bills.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities other than for the Overfunding Loan to the Sponsor, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, either because of the short-term nature of the instruments or because the instrument is recognized at fair value.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●	Level<br>1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
●	Level<br>2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices<br>for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
---	---
●	Level<br>3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,<br>such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
---	---

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

F-16

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Warrant Liabilities

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants were recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and will adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value will be recognized in the statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially measured at fair value using the Black-Scholes model and the Monte Carlo simulation model, respectively. Beginning in December 2022, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Private Placement Warrants was subsequently determined using the Monte Carlo simulation method with Level 3 inputs. The determination of the fair value of the derivative warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly (see Note 8).

Convertible Note Payable - Related Parties

The option to convert the Convertible Note issued to the Payee on January 2, 2024 (see Note 4) into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value, with subsequent changes in fair value recognized in the Company’s statements of operations each reporting period until the Convertible Note is repaid or converted. As of December 31, 2025 and December 31, 2024, the fair value of the embedded conversion option had a de minimis value.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Offering Costs Associated with the InitialPublic Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A Shares were charged against the carrying value of Class A Shares upon the completion of the Initial Public Offering.

Public Shares Subject to Possible Redemption

As discussed in Note 1, all of the Public Shares sold as part of the Units in the Initial Public Offering contain a redemption feature. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the securities to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Therefore, the carrying value of all Public Shares has been classified outside of permanent equity. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Public Shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

F-17

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

For the years ended December 31, 2025 and 2024, the amounts of Public Shares reflected in the financial statements are reconciled in the following table:

Class A common stock subject to possible redemption - December 31, 2023	$	66,559,968
Plus:
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension		641,667
Remeasurement for Class A common stock subject to redemption		306,784
Less:
Redemption of Class A common stock subject to possible redemption		(42,020,432	)
Class A common stock subject to possible redemption - December 31, 2024		25,487,987
Plus:
Increase in redemption value of Class A common stock subject to possible redemption subject to redemption due to extension		550,000
Remeasurement for Class A common stock subject to redemption		1,325,811
Less:
Redemption of Class A common stock subject to possible redemption		(147,778	)
Class A common stock subject to possible redemption - December 31, 2025	$	27,216,020

Net Loss per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Shares and Class B Shares (or Public Shares and Founder Shares (as defined in Note 4)). Income and losses are shared pro rata between the two classes of shares. Net loss per share of common stock is calculated by dividing the net loss by the weighted average number of common stock outstanding for the respective period. The Company has not considered the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 6,044,160 shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Public Shares is excluded from earnings per share as the redemption value approximates fair value.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock for the years ended December 31, 2025 and 2024:

	For the years ended December 31,
	2025						2024
	Class A			Class B			Class A			Class B
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss - basic	$	(10,636,074	)	$	(7,186,632	)	$	(491,778	)	$	(327,632	)
Allocation of net loss - diluted		(2,263,982	)		(1,294,504	)		(491,778	)		(327,632	)
Denominator:
Weighted average common shares outstanding - basic		2,337,999			1,579,750			2,371,212			1,579,750
Weighted average common shares outstanding - diluted		2,762,853			1,579,750			2,371,212			1,579,750
Net loss per common share - basic	$	(4.55	)	$	(4.55	)	$	(0.21	)	$	(0.21	)
Net loss per common share - diluted	$	(0.82	)	$	(0.82	)	$	(0.21	)	$	(0.21	)

F-18

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2025 and 2024, the Company had gross deferred tax assets of approximately $2.1 million and approximately $949,000, respectively, which were presented net of a full valuation allowance.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2025 and 2024. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09 (Topic 740), “Improvements to Income Tax Disclosures”. The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as an expansion of other income tax disclosures. The ASU is effective on a prospective basis for annual reporting periods beginning after December 15, 2024. The Company adopted ASU 2023-09 in its Annual Report on Form 10-K for the year ending December 31, 2025.

Issued in November 2024, ASU 2024-03, “Disaggregation of Income Statement Expenses” (Subtopic 220-40), requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. While early adoption is permitted, the Company does not plan to adopt this standard early. This ASU will likely result in additional disclosures being included in the Company’s financial statements once adopted. The Company is currently evaluating the provisions of this ASU.

F-19

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 3-Initial Public Offering

On October 4, 2022, the Company consummated its Initial Public Offering of 6,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $60.0 million, and incurring offering costs of approximately $3.7 million, of which $2.1 million and approximately $26,000 was for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. The Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 900,000 additional Units, at $10.00 per Unit, to cover over-allotments. On October 7, 2022, the underwriter exercised its over-allotment option in part, and on October 11, 2022, the underwriter purchased 319,000 additional Units, generating gross proceeds of approximately $3.2 million. The underwriter waived the remainder of its over-allotment option. The Company incurred additional offering costs of approximately $156,000 in connection with the Partial Over-Allotment (of which approximately $112,000 was for deferred underwriting fees). Each Unit consists of one Public Share and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Public Share at a price of $11.50 per share, subject to adjustment (see Note 6).

Note 4-Related Party Transactions

Founder Shares

On March 16, 2022, the Sponsor purchased 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares” or the “Class B Shares”), for an aggregate purchase price of $25,000, pursuant to a securities subscription agreement dated March 3, 2022 by and between the Company and the Sponsor (as amended by a subscriber forfeiture and amendment No. 1 to the securities subscription agreement dated September 8, 2022 and a subscriber forfeiture and amendment No. 2 to the securities subscription agreement dated September 29, 2022). On September 8, 2022 and September 29, 2022, the Sponsor surrendered to the Company 718,750 and 431,250 Founder Shares, respectively, in each case for no consideration, resulting in the Sponsor owning 1,725,000 Founder Shares. The initial shareholders agreed to forfeit up to 225,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter partially exercised its over-allotment option on October 11, 2022 and waived the remainder of its over-allotment option. Accordingly, the Sponsor forfeited 145,250 Founder Shares on October 11, 2022.

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A Shares for cash, securities or other property. Notwithstanding the foregoing, the Founder Shares will be released from the lockup if the closing price of the Company’s Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 2,840,000 Initial Private Placement Warrants, at a price of $1.00 per Initial Private Placement Warrant, generating proceeds of approximately $2.8 million. On October 11, 2022, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of 44,660 Additional Private Placement Warrants at $1.00 per Additional Private Placement Warrant, generating additional gross proceeds of approximately $45,000.

F-20

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Each Private Placement Warrant is exercisable for one Class A Share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, there will be no redemption rights or liquidating distributions with respect to the Private Placement Warrants. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or their permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

Promissory Note and Advances from RelatedParties

On March 3, 2022, the Sponsor agreed to loan the Company an aggregate amount of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the date on which the Company consummated the Initial Public Offering. The Company borrowed approximately $145,000 under the Note and subsequently fully repaid the Note balance on October 4, 2022. The Note was no longer available to the Company after the closing of its Initial Public Offering.

The Company’s Sponsor and its affiliates have paid for certain expenses on behalf of the Company. As of December 31, 2025 and 2024, the Company had an outstanding advances balance from such parties of approximately $2.3 million and $390,000, respectively. Subsequent to December 31, 2025, the Sponsor paid an aggregate of $165,000 for additional expenses on behalf of the Company, increasing the outstanding balance owed to Sponsor to approximately $2.6 million.

Overfunding Loans

Simultaneously with the closing of the Initial Public Offering, the Sponsor extended the Overfunding Loan to the Company in an aggregate amount of $900,000. On October 11, 2022, simultaneously with the sale of the Over-Allotment Units, the Sponsor extended the Additional Overfunding Loan to the Company in an amount of $47,850, for an aggregate outstanding principal amount of $947,850 to be deposited in the Trust Account. Upon the closing of the initial Business Combination, the Overfunding Loans will be repaid or converted into Class A Shares at a conversion price of $10.00 per share (or a combination of both), at the Sponsor’s discretion. If the Company does not complete an initial Business Combination, it will not repay the Overfunding Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Public Shareholders; however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account to do so.

Convertible Promissory Note

In connection with the Contribution and advances the Sponsor may make in the future to the Company for working capital expenses, on January 2, 2024, the Company issued a Convertible Note to Harry L. You, Chairman, Chief Executive Officer and Chief Financial Officer and an affiliate of the Sponsor with a principal amount up to $1.75 million. The Convertible Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the Company’s liquidation. If the Company does not consummate an initial Business Combination by the end of the Combination Period, the Convertible Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Upon the consummation of the Company’s initial Business Combination, up to $1,500,000 of the outstanding principal of the Convertible Note may be converted into warrants, at a price of $1.00 per warrant, at the option of the Payee. Such warrants will have terms identical to the Private Placement Warrants.

F-21

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

As of December 31, 2025 and 2024, the Company had an outstanding amount of $1,191,667 and $641,667 under the Convertible Note, respectively. All proceeds received under the Convertible Note were contributed into the Trust Account.

The option to convert the Convertible Note into warrants qualifies as an embedded derivative under FASB ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in the Company’s statements of operations each reporting period until the Convertible Note is repaid or converted. As of December 31, 2025 and 2024, the fair value of the embedded conversion option had a de minimis value.

Administrative Services Agreement

On October 4, 2022, the Company entered into an agreement pursuant to which it agreed to pay the Sponsor $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company recorded $120,000 in connection with such fees during each of the years ended December 31, 2025 and 2024 in the accompanying statements of operations. The Company recorded an outstanding balance of $310,000 and $190,000 as of December 31, 2025 and 2024, respectively, in connection with such fees in accrued expenses in the accompanying balance sheets.

The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates.

Note 5-Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and the Contributions (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and the Contributions and upon conversion of the Founder Shares and the Overfunding Loans), will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter was entitled to an underwriting discount of $0.14 per Unit, or approximately $0.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $2.1 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

The underwriter was entitled to an additional fee of approximately $45,000, which was paid upon closing of the Partial Over-Allotment, and approximately $112,000 in deferred underwriting commissions in connection with the consummation of the Partial Over-Allotment.

F-22

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Advisory Arrangement

On August 14, 2025, in connection with the proposed Business Combination with Horizon, the Company entered into an engagement arrangement with an advisory firm to assist with investor outreach and capital markets activities related to the proposed transaction, including the PIPE financing as described in Note 1. The agreement provides that the advisor will be entitled to (i) a transaction fee of $4.0 million payable upon the closing of the Business Combination if the minimum cash condition is met, or, if such conditions are not satisfied, an incentive bonus of up to $4.0 million at the Company’s discretion, and (ii) placement agent fees in connection with any private placement equal to (a) 5.0% of the gross proceeds from investors introduced by the advisor and (b) 3.0% of the gross proceeds from other investors participating in the private placement, in each case payable upon the closing of such private placement.

Note 6-Derivative Warrant Liabilities

As of December 31, 2025 and 2024, the Company had an aggregate of 6,044,160 warrants outstanding, comprised of 3,159,500 Public Warrants and 2,884,660 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A Shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A Shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A Shares until the warrants expire or are redeemed. If a registration statement covering the Class A Shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustment, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

F-23

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A Shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of Public Warrants when the priceper Public Share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants for cash:

●	in whole and not in part;
●	at a price of $0.01 per Public Warrant;
---	---
●	upon a minimum of 30 days’ prior written notice of redemption, referred to as the 30-day redemption period; and
---	---
●	if, and only if, the closing price of the Public Shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
---	---

Redemption of Public Warrants when the priceper share of Public Shares equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●	in whole and not in part;
●	at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Public Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Public Shares; and
---	---
●	if, and only if, the closing price of Public Shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders.
---	---

The “fair market value” of Public Shares shall mean the volume weighted average price of Public Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the Public Warrants be exercisable in connection with this redemption feature for more than 0.361 Public Shares per Public Warrant (subject to adjustment).

If the Company is unable to complete a Business Combination within the Combination and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Note 7-Shareholders’ Deficit

Preferred Stock-The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025 and 2024, there were no shares of preferred stock issued or outstanding.

F-24

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Class A Common Stock-The Company is authorized to issue 35,000,000 Class A Shares with a par value of $0.0001 per share. As of December 31, 2025 and 2024, there were 2,742,253 (including 2,325,987 redeemable and 416,266 non-redeemable) and 2,338,586 Class A Shares issued and outstanding, respectively. Redeemable Class A shares are subject to possible redemption in connection with the Company’s initial Business Combination or liquidation and are classified outside of permanent equity on the accompanying balance sheets, while non-redeemable Class A shares are classified within permanent equity.

Class B Common Stock-The Company is authorized to issue 5,000,000 Class B Shares with a par value of $0.0001 per share. As of December 31, 2025 and 2024, there were 1,163,484 and 1,579,750 Class B Shares issued and outstanding, respectively.

Common shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class B Shares will have the right to elect all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of Class B Shares and holders of Class A Shares will vote together as a single class, except as required by applicable law or stock exchange rule.

The Company’s Charter, as amended in connection with the Special Meeting held on January 2, 2024, provides for the right of a holder of Class B Shares to convert their Class B Shares into Class A Shares, at any time and from time to time at the election of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A Shares outstanding after such conversion (after giving effect to any redemptions of shares of Public Shares by Public Shareholders), including the total number of Class A Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Shares or equity-linked securities or rights exercisable for or convertible into Class A Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans and Contributions and any Class A Shares issued to the Sponsor upon conversion of the Overfunding Loans. In no event will the conversion of Class B Shares occur on a less than one-for-one basis.

On September 15, 2025, the Sponsor distributed 416,266 Founder Shares to one of its members, pro rata, for no consideration. Such shares were then converted on a one-for-one basis into Class A Shares and donated to charity. As a result, as of the date of this Annual Report, the Sponsor owns an aggregate of 1,163,484 Founder Shares in the form of Class B Shares and other holders of Founder Shares hold an aggregate of 416,266 Founder Shares in the form of Class A Shares.

Note 8-Fair Value Measurements

The following tables present information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and 2024, by level within the fair value hierarchy:

December 31, 2025

Description	Quoted Prices in Active Markets <br> (Level 1)		Significant Other Observable Inputs <br> (Level 2)		Significant Other Unobservable Inputs <br> (Level 3)
Liabilities:
Derivative warrant liabilities - Public Warrants	$	-	$	8,214,700	$	-
Derivative warrant liabilities - Private Warrants	$	-	$	-	$	7,500,120

F-25

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

December 31, 2024

Description	Quoted Prices in Active Markets<br> (Level 1)		Significant Other Observable Inputs<br> (Level 2)		Significant Other Unobservable Inputs<br> (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Bill^(1)^	$	25,587,986	$	-	$	-
Liabilities:
Derivative warrant liabilities - Public Warrants	$	-	$	758,280	$	-
Derivative warrant liabilities - Private Warrants	$	-	$	-	$	692,320
(1)	The cash balance within the Trust Account was $617 as of December 31, 2024.
---	---

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2022 when the Public Warrants were separately listed and traded. As of December 31, 2025 and 2024, the fair value measurement for Public Warrants was transferred to Level 2 measurement due to low trading volume. Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of the Public Warrants and the Private Placement Warrants was initially measured using Black-Scholes option pricing model and Monte Carlo simulation method, respectively. Beginning in December 2022, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The estimated fair value of the Private Placement Warrants was determined using a Monte Carlo simulation method with Level 3 inputs as of December 31, 2025 and 2024. Inherent in a Black-Scholes option pricing model and a Monte Carlo simulation method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates of December 31, 2025 and 2024:

	As of<br> December 31,<br> 2025			As of<br> December 31,<br> 2024
Exercise price	$	11.50		$	11.50
Stock price	$	12.99		$	10.66
Volatility		3.7	%		3.3	%
Risk-free rate		3.7	%		4.3	%
Expected terms (years)		5.17			5.25
Dividend yield		0.0	%		0.0	%

F-26

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The changes in the Level 3 fair value of the derivative warrant liabilities for the years ended December 31, 2025 and 2024 are summarized as follows:

Balance as of December 31, 2023 - Level 3	$	432,700
Change in fair value of derivative warrant liabilities - Private Warrants		259,620
Balance as of December 31, 2024 - Level 3		692,320
Change in fair value of derivative warrant liabilities - Private Warrants		6,807,800
Balance as of December 31, 2025 - Level 3	$	7,500,120

Note 9-Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s Chief Financial Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

	For the<br> years ended<br> December 31,
	2025			2024
Investment income from cash and investments held in Trust Account	$	1,065,740		$	1,294,140
General and administrative expenses		(4,461,667	)		(1,088,400	)
Tax expenses		(162,656	)		(481,621	)
Other (expenses) income		(14,264,123	)		441
Net loss	$	(17,822,706	)	$	(819,410	)

The CODM reviews investment income from cash and investments in Trust Account to measure and monitor shareholders value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

F-27

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 10-Income Taxes

The income tax provision consists of the following:

	December 31,<br> 2025			December 31,<br> 2024
Current
Federal	$	223,826		$	261,958
State		86,697			132,692
Deferred
Federal		(900,144	)		(420,563	)
State		(270,901	)		(67,622	)
Valuation allowance		1,171,045			488,185
Income tax provision		310,523			394,650
Adjustment for prior year tax estimate		(49,376	)		39,807
Income tax provision, net	$	261,147		$	434,457

The Company’s net deferred tax assets are as follows:

	December 31,<br> 2025			December 31,<br> 2024
Deferred tax assets:
Start-up/organization costs	$	12,928,719		$	949,417
Merger costs		827,591			-
Net operating loss carryforwards		-			-
Total deferred tax assets		2,120,462			949,417
Valuation allowance		(2,120,462	)		(949,417	)
Deferred tax asset, net of allowance	$	-		$	-

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2025 and 2024, the valuation allowances were approximately $2.1 million and $949,000, respectively. As of December 31, 2025 and 2024, the Company has no U.S. federal net operating loss carryforwards and no state net operating loss carryovers available to offset future taxable income.

F-28

DMY SQUARED TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows:


Statutory federal income tax rate	21.0	%	21.0	%
State tax	6.5	%	6.5	%
Non-deductible change in fair value of warrant liabilities	(22.1	)%	(41.0	)%
Non-deductible meals and tax penalties	(0.2	)%	(12.3	)%
Change in valuation allowance	(6.6	)%	(87.1	)%
Income tax expense	(1.49	)%	(112.9	)%

There were no foreign tax effects, changes in tax laws or rates enacted in the current periods, effect of cross-border tax laws, tax credits, or unrecognized tax benefits as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Note 11-Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements, except as noted below.

Subsequent to December 31, 2025, the Sponsor advanced an additional amount of approximately $165,000 to the Company, increasing the outstanding balance owed to Sponsor to approximately $2.6 million.

Subsequent to December 31, 2025, additional investors entered into subscription agreements in connection with the previously disclosed PIPE financing related to the proposed Business Combination with Horizon. In addition, on March 9, 2026, the parties amended the IonQ Side Letter relating to the PIPE financing. See Note 1 - Description of Business Combination for additional information.

On February 20, 2026, the Company entered into a consulting agreement with a consulting firm for strategic communications services in connection with the Proposed Business Combination. The agreement provides for a fee of $400,000 payable only upon completion of the Proposed Business Combination.

On March 17, 2026, the Company held a special meeting of shareholders for the purpose of seeking shareholder approval of the Proposed Business Combination and related matters. At such meeting, the Company’s shareholders approved the Proposed Business Combination with Horizon.

F-29

HORIZON QUANTUM COMPUTING PTE. LTD. ANDSUBSIDIARYCONSOLIDATED BALANCE SHEETS

	December 31,<br> 2024			June 30,<br> 2025
	SGD			SGD
ASSETS
Current assets
Cash and cash equivalents		6,624,506			919,104
Receivables, net		150,000			—
Prepaid and other current assets		1,242,134			1,120,191
Total current assets		8,016,640			2,039,295
Property and equipment, net		3,019,348			2,976,497
Intangible assets, net		34,353			31,648
Right-of-use assets		735,067			569,718
Security deposits		95,096			190,792
TOTAL ASSETS		11,900,504			5,807,950
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Other payables		702,609			354,760
Operating lease liabilities		356,611			366,032
Total current liabilities		1,059,220			720,792
Operating lease liabilities, non current		452,014			267,379
TOTAL LIABILITIES		1,511,234			988,171
STOCKHOLDERS’ EQUITY
Seed Preferred Shares, 2,500,000 authorized; 2,500,000 issued and outstanding as of June 30, 2025 and December 31, 2024		1,150,000			1,150,000
Seed Plus Preferred Shares, 2,936,828 authorized; 2,936,828 issued and outstanding as of June 30, 2025 and December 31, 2024		3,349,184			3,349,184
Series A Preferred Shares, 2,586,522 authorized; 2,586,522 issued and outstanding as of June 30, 2025 and December 31, 2024		24,362,849			24,362,849
Ordinary Shares, 8,000,000 authorized; 8,000,000 issued and outstanding as of June 30, 2025 and December 31, 2024		5,000			5,000
Additional paid-in capital		3,011,966			7,551,859
Accumulated deficit		(21,480,142	)		(31,744,326	)	)
Accumulated other comprehensive (loss) income		(9,587	)		145,213
TOTAL STOCKHOLDERS’ EQUITY		10,389,270			4,819,779
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		11,900,504			5,807,950

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-30

HORIZON QUANTUM COMPUTING PTE. LTD. ANDSUBSIDIARYCONSOLIDATED STATEMENTS OF OPERATIONS

	For the Six Months Ended June 30,
	2024			2025			2025
	SGD			SGD
Revenue		50,000			50,000
Operating Expenses:
Research and development		1,489,897			5,885,378
Selling and marketing		370,609			784,802
General and administrative		1,291,976			2,835,474
Depreciation and amortization		280,802			462,608
Total operating expenses		3,433,284			9,968,262
Loss from operations		(3,383,284	)		(9,918,262	)		)
Other income and (expense):
Interest expense		(41,717	)		(6,395	)		)
Other income		44,526			66,172
Foreign exchange (loss) gain		384,140			(405,699	)		)
Income tax expense		—			—
Net loss		(2,996,335	)		(10,264,184	)		)
Basic and diluted weighted average shares outstanding, Ordinary and Preferred shares combined, Basic and diluted		16,023,350			16,023,350
Basic and net (loss) income per Ordinary and Preferred shares combined, Basic and diluted		(0.19	)		(0.64	)		)

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-31

HORIZON QUANTUM COMPUTING PTE. LTD. ANDSUBSIDIARYCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	For the Six Months Ended June 30,
	2024			2025			2025
	SGD			SGD
Net loss	S$	(2,996,335	)	S$	(10,264,184	)	S	)
Other comprehensive loss:
Foreign currency translation adjustment		(2,116	)		154,800
Comprehensive loss	S$	(2,998,451	)	S$	(10,109,384	)	S	)

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-32

HORIZON QUANTUM COMPUTING PTE. LTD. ANDSUBSIDIARYCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

	Seed<br><br> Preference Shares				Seed<br> Plus <br> Preference Shares				Series A<br> <br> Preference Shares				Ordinary<br> <br> Shares				Additional<br><br> paid-in		Other<br> Comprehensive			Accumulated			Total <br> Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		capital		income			deficit			Equity
Balance at December 31,<br> 2023		2,500,000		1,150,000		2,936,828		3,349,184		2,586,522		24,362,850		8,000,000		5,000		2,852,525		7,598			(13,996,968	)		17,730,189
Issuance of share capital		—		—		—		—		—		—		—		—		—		—			—			—
Translation adjustment		—		—		—		—		—		—		—		—		—		(2,116	)		—			(2,116	)
Shared-based payment<br> reserve		—		—		—		—		—		—		—		—		122,814		—			—			122,814
Net<br> loss		—		—		—		—		—		—		—		—		—		—			(2,996,335	)		(2,996,335	)
Balance<br> at June 30, 2024		2,500,000		1,150,000		2,936,828		3,349,184		2,586,522		24,362,850		8,000,000		5,000		2,975,339		5,482			(16,993,303	)		14,854,552
				Seed Plus Preference Shares				Series A Preference Shares				Ordinary Shares				Additional paid-in		Other Comprehensive		****	Accumulated		****	Total Shareholders’		****
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		Amount		Shares		Amount		Shares		Amount		Shares		Amount		capital		income		****	deficit		****	Equity		****
		SGD		****		SGD		****		SGD		****		SGD		SGD		SGD		****	SGD		****	SGD		****
Balance at December 31,<br> 2024	2,500,000		1,150,000		2,936,828		3,349,184		2,586,522		24,362,849		8,000,000		5,000		3,011,966		(9,587	)		(21,480,142	)		10,389,270
Issuance of share capital	—		—		—		—		—		—		—		—		—		—			—			—
Translation adjustment	—		—		—		—		—		—		—		—		—		154,800			—			154,800
Shared-based payment<br> reserve	—		—		—		—		—		—		—		—		4,539,893		—			—			4,539,893
Net<br> loss	—		—		—		—		—		—		—		—		—		—			(10,264,184	)		(10,264,184	)
Balance<br> at June 30, 2025	2,500,000		1,150,000		2,936,828		3,349,184		2,586,522		24,362,849		8,000,000		5,000		7,551,859		145,213			(31,744,326	)		4,819,779
Balance at June 30,<br> 2025 ()	2,500,000		904,159		2,936,828		2,633,213		2,586,522		19,154,689		8,000,000		3,931		5,937,463		114,170			(24,958,193	)		3,789,432

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-33

HORIZON QUANTUM COMPUTING PTE. LTD. ANDSUBSIDIARYCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

	For the Six Months Ended June 30,
	2024			2025			2025
	SGD			SGD
Cash flows from operating activities
Loss for the period		(2,996,335	)		(10,264,184	)		)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation		277,966			459,903
Stock based compensation		122,814			4,539,893
Unrealized foreign currency transaction (gain) loss		(373,612	)		410,491
Amortization		2,836			2,705
Changes in operating assets and liabilities:
Accounts receivable		(270,000	)		150,000
Accounts payable		649,700			(347,850	)		)
Lease liability		(113,287	)		(175,214	)		)
Prepaid expenses and other receivables		65,692			26,248
Net cash used in operating activities		(2,634,226	)		(5,198,008	)		)
Cash flows from investing activities
Purchase of property and equipment		(1,759,439	)		(251,703	)		)
Purchase of intangible assets and trademarks		—			—
Net cash used in investing activities		(1,759,439	)		(251,703	)		)
Cash flows from financing activities
Proceeds from issuance of preference shares		—			—
Net cash provided by financing activities		—			—
Effect of exchange rate changes on cash		371,496			(255,691	)		)
Net (decrease) increase in cash and cash equivalents		(4,022,169	)		(5,705,402	)		)
Cash and cash equivalents at beginning of period		16,512,011			6,624,506
Cash and cash equivalents at end of period		12,489,842			919,104

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-34

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

1. DESCRIPTIONOF BUSINESS

Horizon Quantum Computing Pte. Ltd. (the “Company”) is incorporated in the Republic of Singapore. The Company focuses on developing software tools that simplify and accelerate the creation of applications for quantum computers and also provide quantum computing services on an individual basis. The Company’s flagship product, Triple Alpha, is a web-based integrated development environment (IDE) that allows developers to write quantum software using familiar classical programming languages. The Software enables software developers without prior quantum experience to harness the power of quantum computing.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation and Significant AccountingPolicies

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”).

Use of Estimates

Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with U.S. GAAP. The Company believes that these estimates, judgments and assumptions are reasonable under the circumstances. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Changes in such estimates could affect amounts reported in future periods. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: liquidity and going concern, the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for credit losses; inventory, including the determination of allowances for estimated excess or obsolescence; the fair value of warrants; the fair value of acquisition- related contingent consideration arrangements; unrecognized tax benefits; legal contingencies; the incremental borrowing rate for the Company’s leases; and the valuation of stock-based compensation, among others.

Convenience translation

Translations of balances in the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of changes in stockholders’ equity, consolidated statements of cash flows and notes to the consolidated financial statements from SGD into USD as of June 30, 2025 are solely for the convenience of the readers and are calculated at the rate of SGD1.00 = USD0.7862, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2025. No representation is made that the SGD amounts could have been, or could be, converted, realized or settled into USD at such rate, or at any other rate.

F-35

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Cash and Cash Equivalents

Cash balances are held in Singaporean and European banks. The Company maintains its cash balances in highly rated financial institutions. At times, cash balances may exceed federally insurable limits.

Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of changes in value. These typically include treasury bills, money market funds, and other short-term instruments with original maturities of three months or less.

Restricted Cash

The Company is not subject to any contractual agreement that contains restrictions on the Company’s use or withdrawal of its cash or cash equivalents.

Revenue Recognition

Revenue from sale of services in the ordinary course of business is recognized when the Company satisfies a performance obligation (PO) by transferring control of a promised service to the customer.

The amount of revenue recognized is the amount of the transaction price allocated to the satisfied PO.

The transaction price is allocated to each PO in the contract on the basis of the relative stand- alone selling prices of the promised services. The individual standalone selling price of a service that has not previously been sold on a stand-alone basis, or has a highly variable selling price, is determined based on the residual portion of the transaction price after allocating the transaction price to services with observable stand-alone selling prices. A discount or variable consideration is allocated to one or more, but not all, of the performance obligations if it relates specifically to those POs.

The transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for transferring the promised services. The transaction price may be fixed or variable and is adjusted for time value of money if the contract includes a significant financing component. Consideration payable to a customer is deducted from the transaction price if the Company does not receive a separate identifiable benefit from the customer. When consideration is variable, the estimated amount is included in the transaction price to the extent that it is highly probable that a significant reversal of the cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved.

Revenue may be recognized at a point in time or over time following the timing of satisfaction of the PO. If a PO is satisfied over time, revenue is recognized based on the percentage of completion reflecting the progress towards complete satisfaction of that PO.

F-36

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The following table provides information about the nature and timing of the satisfaction of performance obligations in contract with customers, including significant payment terms, and the related revenue recognition policies:

Rendering of services

Nature of services	The Company provides research and development services on quantum algorithms.
When revenue is recognized	Revenue is recognized when services are delivered to the customer and all criteria for acceptance have been satisfied.
Significant payment terms	30 days credit terms

Accounts Receivable

Trade accounts receivable are recognized and carried at billed amounts less an allowance for credit losses. The Company adopted the Current Expected Credit Losses (“CECL”) guidance effective January 1, 2023. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. The allowance for credit losses were not significant as of June 30, 2025 and December 31, 2024.

Property and Equipment, net

Property and equipment, net is stated at cost and depreciated on a straight-line basis of three to seven years for furniture and fixtures and computer equipment. Leasehold improvements are capitalized and amortized over the shorter of their useful lives or remaining lease term. Repair and maintenance costs are charged to operations in the periods incurred. Upon retirement or sale, costs and related accumulated depreciation or amortization are removed from the balance sheets and the resulting gain or loss is included in operating expense in the Company’s consolidated statements of operations and comprehensive loss.

Impairment of Long-Lived Assets

Long-lived assets with finite lives consist primarily of property and equipment, operating lease right-of-use assets, and intangible assets which are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Leases

Leases are accounted for under ASC 842. The Company determines if an arrangement is or contains a lease at inception. The Company’s operating lease arrangements are comprised of real estate and facility leases. Right of use assets represent the Company’s right to use the underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right of use assets and lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. As the Company’s leases do not provide an implicit rate and the implicit rate is not readily determinable, the Company estimates its incremental borrowing rate based on the information available at the measurement date in determining the present value of the lease payments. Right of use assets also exclude lease incentives.

F-37

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Stock-Based Compensation

The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation-Stock Compensation *(“*ASC 718”). The Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values on the date of the grant, recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. The Company accounts for forfeitures in the period in which they occur.

Income and Other Expenses, Operating Income/Losses

Income and other expenses are recognized on an accrual basis when it is probable that economic benefits will flow to or from the Company and the amounts can be reliably measured. Other income may include interest income, foreign exchange gains, and miscellaneous non-operating income.

Operating income or losses represent the profit or loss from the Company’s core business operations, excluding finance costs, taxation, and other non-operating items. It is a key performance measure used by management to assess the results of operations.

Foreign Operations and Foreign Currency Translation

The currency of the primary economic environment in which the operations of the Company are conducted is the Singapore Dollar (“SGD”). The Company uses SGD as its functional currency. The results of the Company’s non-Singaporean subsidiary, whose functional currency are the local currencies of the economic environment in which they operate, are translated into SGD in accordance with U.S. GAAP.

Assets and liabilities are translated at period end exchange rates, while revenues and expenses are translated at average exchange rates during the period. Differences resulting from translation are presented in equity as accumulated other comprehensive loss. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Foreign currency transaction (gain) loss, mainly related to intercompany transactions, is included in the consolidated statements of operations. For the six-months ended June 30, 2025 and 2024, there was a gain of S$154,800 (US$121,708) and a loss of S$2,116 (US$1,664), respectively.

Basic and Diluted Net Loss Per Share

Basic net loss per share is calculated by dividing net loss attributable to Seed Preference, Seed Plus Preference, Series A Preference, and Ordinary Shareholders by the weighted-average number of shares of Seed Preference, Seed Plus Preference, Series A Preference, and Ordinary shares outstanding during the period. Diluted net loss per share is based upon the diluted weighted-average number of shares outstanding during the period. Diluted net loss per share gives effect to all potentially dilutive common share equivalents, including preferred stock and stock options, to the extent they are dilutive. See to Note 9 — Earnings Per Share.

Comprehensive Loss

Comprehensive loss consists of two components, net loss and other comprehensive income (loss), net. Other comprehensive income (loss), net is defined as revenue, expenses, gains, and losses that under U.S. GAAP are recorded as an element of stockholders’ deficit but are excluded from net loss. The Company’s other comprehensive loss consists of foreign currency translation adjustments that result from the consolidation of its foreign subsidiaries and is reported net of tax effects.

F-38

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Concentration of Risks

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents, and accounts receivable. The Company maintains its cash with major financial institutions in Singapore, which are regulated by the Monetary Authority of Singapore (“MAS”). While these balances may exceed the amounts insured under the Singapore Deposit Insurance Scheme (“SDIC”), the Company has not experienced any losses.

Segments

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance therefore there is only on reportable segment.

Accounting Pronouncements Recently Adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. This ASU includes amendments that expand the existing reportable segment disclosure requirements and requires disclosure of (i) significant expense categories and amounts by reportable segment as well as the segment’s profit or loss measure(s) that are regularly provided to the chief operating decision maker (the “CODM”) to allocate resources and assess performance; (ii) how the CODM uses each reported segment profit or loss measure to allocate resources and assess performance; (iii) the nature of other segment balances contributing to reported segment profit or loss that are not captured within segment revenues or expenses; and (iv) the title and position of the individual or name of the group or committee identified as the CODM. We adopted the ASU on January 1, 2024, and the adoption did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as reconciling items that meet a quantitative threshold. Further, the ASU requires additional disclosures on income tax expense and taxes paid, net of refunds received, by jurisdiction. The new standard is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply it retrospectively. Early adoption is permitted. The adoption of this guidance will result in the Company being required to include enhanced income tax related disclosures. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense DisaggregationDisclosures (Subtopic 220-40):Disaggregation of Income Statement Expenses” (“ASU 2024-03”). The standard requires additional disclosure of certain costs and expenses within the notes to the financial statements. The provisions of the standard are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. This accounting standards update may be applied either prospectively or retrospectively. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.

F-39

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the company. In accounting for stock-based compensation, the use of valuation methods for awards granted when the Company’s ordinary shares are not publicly traded, the use of estimates in option valuation model inputs such as expected volatility, term of options, risk-free interest rate are subjective and the change in these assumptions can materially affect the amount of stock-based compensation expense recognized in the consolidated financial statements.

Liquidity and Going Concern

The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred net losses of S$10.3 million (US$8.1 million) and S$3.0 million (US$2.4 million) during the six-month period ended June 30, 2025 and 2024, respectively, and has an accumulated deficit of S$31.7 million (US$25.0 million) as of June 30, 2025. Expenses are expected to increase in the forthcoming year and cash flows of the Company may not be able to sustain the expansion required. The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from investors or by taking on additional debt.

The Company’s future capital requirements will depend on many factors including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company may need to raise additional financing. While there can be no assurances, the Company may need to pursue issuances of additional equity raises and debt rounds of financing. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.

The primary objective of the Company’s capital management is to ensure that it maintains sound capital position in order to support its business and maximize shareholder’s value. The Company has entered a business combination agreement with a special-purpose acquisition company (SPAC) and closing is subject to regulatory approvals and shareholder votes. If successful, the merger would provide access to public markets and additional capital for growth. See Note 12 — Subsequent Events for more details.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

F-40

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

3. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	December 31,<br> 2024			June 30,<br> 2025
	SGD			SGD
Computer equipment		895,674			1,030,095
Furniture and fittings		5,598			14,413
Leasehold Improvements		1,133,740			1,133,740
Quantum Computing Equipment		1,735,720			1,842,236
Total property and equipment gross		3,770,732			4,020,484
Less – Accumulated depreciation		(751,384	)		(1,043,988	)	)
Total property and equipment net		3,019,348			2,976,497

All values are in US Dollars.

Total depreciation expense for the six-month period ended June 30, 2025 and 2024, totalled S$459,903 (US$361,587) and S$277,966 (US$218,544), respectively.

4. INTANGIBLE ASSETS

Intangible assets consist of the following:


	SGD	SGD		SGD
Balance, January 1, 2024	56,730	(17,125	)	39,604
Additions	436	(5,688	)	(5,251	)
Balance, December 31, 2024	57,166	(22,813	)	34,353
Additions	—	(2,705	)	(2,705	)
Balance, June 30, 2025	57,166	(25,518	)	31,648
Balance, June 30, 2025 ()	44,945	(20,063	)	24,882

All values are in US Dollars.

Intangible asset amortization expense, for the six-month ended June 30, 2025 and 2024 totalled approximately S$2,705 (US$2,127) and S$2,837 (US$2,231), respectively.

Future estimated amortization expense for the Company’s intangible assets is approximately as follows:

Future estimated amortization as of June 30, 2025	SGD
Remainder of 2025		2,629
2026		5,258
2027		5,258
2028		5,258
2029		5,258
Thereafter		7,988
		31,648

All values are in US Dollars.

F-41

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

5. ACCOUNTS PAYABLE AND OTHER PAYABLES

Accounts payable and other payables consist of the following:

	December 31,<br> 2024		June 30,<br> 2025
	SGD		SGD
Equipment purchase		465,645		—
Outsourced services and consulting expenses		75,660		45,304
Audit fees		92,652		112,650
Accrued facilities restoration costs		31,934		31,934
Payroll and payroll related expenses		18,206		34,748
Legal expenses		2,309		108,668
Other accrued expenses and current liabilities		16,203		21,456
Total accounts payable and other payables		702,609		354,760

All values are in US Dollars.

6. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

Operating lease right-of-use assets and lease liabilities are recognized based on the net present value of remaining lease payments over the lease term. In calculating the present value, the Company uses its estimated incremental borrowing rate, determined based on available information as of the later of the lease commencement date, the lease modification date, or the date of adoption of ASC 842. The right-of-use asset also includes any initial direct costs and is adjusted for lease incentives received.

The right-of-use assets as of June 30, 2025 and December 31 2024 are S$569,718 (US$447,927) and S$735,067 (US$577,928), respectively.

As of June 30, 2025, the maturities of the Company’s operating lease liabilities were as follows:

Year	TOTAL
	SGD
Remainder of 2025		186,375
2026		377,701
2027		79,189
Total lease payments		643,265
Less: imputed interest		(9,854	)	)
Present values of lease liabilities		633,411
Operating lease liabilities current		366,032
Operating lease liabilities noncurrent		267,379
		633,411

All values are in US Dollars.

F-42

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

7. STOCKHOLDERS’ EQUITY

Ordinary shares

The holder of ordinary shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.

All issued shares are fully paid, with no par value.

Convertible preference shares

The holders of convertible preferences shares (“CPS”) shall be entitled to receive notices of, and attend, speak and vote at, any general meetings of the Company. The holder of the CPS shall have one vote for every ordinary share into which the number of CPS it holds is convertible to.

Upon any declaration of dividends, the CPS shall receive, out of funds legally available, dividends at the rate of 8% of the issue price paid for the subscription of the CPS prior to and in preference to any declaration or payment of any dividend to holders of ordinary shares.

Prior to any initial public offering (“IPO”), the holders of the CPS may, but shall not be obliged tom convert all or some only of the CPS into ordinary shares by delivering to the Company a notice in writing of its intention. The holder of the CPS shall not be required to make any payment to the Company for the conversion of the CPS to ordinary shares. The CPS shall automatically convert into ordinary shares upon IPO.

The CPS will only be redeemable, upon the Company choosing to provide redemption in the event of a default by or liquidation of the Company.

In the event of liquidation (as defined in the investment agreement), the net proceeds from the liquidation event shall be distributed in the following manner:

●	Firstly, the holders of CPS shall receive an amount equal<br>to the amount paid by the holders of CPS for the subscription of the relevant CPS plus all declared or accrued but unpaid dividends.
●	Thereafter, the remaining balance shall be distributed to<br>the holders of CPS and ordinary shares on a pro rata basis.
---	---

In the event of default, each of the holders of the CPS may give notice to the Company to require the Company to buy-back or redeem all or part of the CPS held by it.

8. STOCK INCENTIVE PLANS

Employee share option plan (Equity-settled) (“ESOP Plan”)

The Company has granted share options to employees under its Employee Share Option Scheme known as the “The Employee Share Option Plan of Horizon Quantum Computing Pte Ltd (“ESOP”)”. A total of 793,750 and 1,047,900 options were issued on March 1, 2022 and February 1, 2025 respectively, comprising 687,500 options exercisable at S$0.46 per share, 231,250 options exercisable at US$0.80 per share and 922,900 options exercisable at US$7.00 per share.

F-43

HORIZON QUANTUM COMPUTING PTE. LTD. ANDSUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

8. STOCK INCENTIVE PLANS (cont.)

The vesting conditions for these options are generally structured to occur up to 4 years from the date of grant. Once vested, the options may be exercised at any time up to the maturity date, which is 10 years from the date of grant.

In the event an employee ceases employment with the Company, the treatment of the options depends on the circumstances of departure. If employment is terminated for Cause, all vested and unvested options will be cancelled, and the Company retains the right to repurchase any shares acquired through the exercise of options at the original exercise price. If employment ends for any other reason, unvested options will be cancelled immediately, and vested options must be exercised within the period specified in the Rules; otherwise, they will lapse.

The Company has classified the share options as equity-settled share-based payments at fair value. The following table summarizes stock option activities for the six months ended June 30, 2025:

			Weighted <br> Average Exercise <br> Price per Share
			SGD
Outstanding December 31, 2023	793,750			0.64
Granted	—			—
Forfeited	(23,440	)		1.09
Outstanding December 31, 2024	770,310			0.63
Granted	1,047,900			8.43
Forfeited	(16,500	)		9.51
Outstanding June 30, 2025	1,801,710			5.09
Weighted average remaining life (Years)	8.3
Options vested and exercisable at June 30, 2025	1,801,710			5.09

All values are in US Dollars.

The fair value of options granted, determined using the Binomial Valuation Model taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used:


Dividend yield (%)	0	%	0	%
Expected volatility (%)	39.59	%	100.00	%
Risk-free interest rate (%)	2.29	%	2.84	%
Expected life of options (years)	10		10

9. NET LOSS PER SHARE

Basic and diluted earnings (loss) per share are computed using the two-class method, which is an earnings allocation method that determines earnings (loss) per share for common shares and participating securities. The participating securities consist of the Company’s Preference Shareholders by the weighted-average number of shares of Seed Preference, Seed Plus Preference and Series A Preference. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. In periods of loss, no allocation is made to the Preference shares and diluted net loss per share is the same as basic net loss per share because common stock equivalents are excluded as their inclusion would be antidilutive.

F-44

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

9. NET LOSS PER SHARE (cont.)

The Company calculated net income/(loss) per share using the treasury stock method. The table below sets for the computation of basic and diluted net income/(loss) per share for the period presented below.

	For the Six Months Ended June 30,
	2024			2025			2025
	SGD			SGD
Net income (loss)		(2,996,335	)		(10,264,184	)		)
Basic and diluted weighted average common shares outstanding		16,023,350			16,023,350
Basic and diluted net income (loss) per share		(0.19	)		(0.64	)		)

All values are in US Dollars.

The following outstanding balances of common share equivalent securities have been excluded from the calculation of diluted weighted average common shares outstanding and diluted net loss per share for the six months ended June 30, 2025 and 2024 because the effect of including them would have been antidilutive.

	June 30, <br> 2025		June 30, <br> 2024
ESOP Pool		2,996,875		2,996,875
		19,020,225		19,020,225

10. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. While the ultimate results of these matters cannot be predicted with certainty, management does not expect them to have a material adverse effect on the financial position or results of operations of the Company.

11. SEGMENTATION

The Company’s chief operating decision maker (“CODM”) has been identified as the CEO, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

F-45

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

11. SEGMENTATION (cont.)

The CODM assesses the performance of and decides how to allocate resources for the one segment based on consolidated net loss. Further, EBITDA (earnings before interest taxes, depreciation and amortization), which is not presented on the face of the Company’s Consolidated Statements of Operations, is used to assist with the measurement of segment performance and allocate resources. The CODM also uses net loss and adjusted EBITDA, to decide the level of investment in various operating activities and other capital allocation activities.

The measure of segment assets is reported on the Company’s Consolidated Balance Sheets as Total Assets.

The following table presents the Company’s segment results for the six months ended June 30, 2025 and 2024:

	For the Six Months Ended June 30,
	2024		2025		2025
	SGD		SGD
Operating Expenses:
Research and development		1,489,897		5,885,378
Selling and marketing		370,609		784,802
General and administrative		1,291,976		2,835,474
Depreciation and amortization		280,802		462,608
Total operating expenses		3,433,284		9,968,262

All values are in US Dollars.

12. SUBSEQUENT EVENTS

The Company evaluated subsequent events from June 30, 2025, the date of these financial statements, through the date on which the financial statements were issued (the “Issuance Date”), for events requiring recording or disclosure in the financial statements as of and for the six months ended June 30, 2025. The Company concluded that no events have occurred that would require recognition or disclosure in the financial statements, except as described below.

In July 2025 and October 2025, the Company entered into Simple Agreement for Future Equity (“SAFE”) notes for US$3,000,000 and US$1,000,000 respectively (“Purchase Amount”). The Purchase Amount is comprised of (i) a secondary component, equal to 16% of the Purchase Amount (the “Secondary Component”), and a primary component, equal to 84% of the Purchase Amount (the “Primary Component”). The Company may use the Secondary Component to (i) meet the Company’s working capital requirements, and/or (ii) buy back and cancel Shares and/or cancel allocated and vested Options. The Company will use the Primary Component to meet the Company’s working capital requirements, or for any other purpose approved in accordance with the agreement.

On September 9, 2025, dMY Squared Technology Group, Inc., a Massachusetts corporation (“dMY”), Rose Holdco Pte. Ltd., a Singapore private company limited by shares (“Holdco”), Rose Acquisition Pte. Ltd., a Singapore private company limited by shares and wholly-owned subsidiary of Holdco (“Merger Sub 1”), Horizon Merger Sub 2, Inc., a Massachusetts corporation and wholly-owned subsidiary of Holdco (“Merger Sub 2”, and together with Merger Sub 1, the “Merger Subs”), and the Company, entered into a Business Combination Agreement. The consummation of the Business Combination will result in dMY’s and the Company’s securityholders becoming securityholders of Holdco, which will become a public company.

F-46

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

To the Stockholders and the Board of Directors ofHORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARY

Opinion on the Consolidated Financial Statements

We have audited the accompanying Consolidated Balance Sheets of Horizon Quantum Computing Pte. Ltd. and its subsidiary (the “Group”) as of December 31, 2024 and 2023, and the related Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Stockholders’ Equity and Consolidated Statements of Cash Flows for each of the two years in the period ended December 31, 2024 and 2023 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the two years in the period ended December 2024 and 2023 in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Substantial Doubt about the Company’sAbility to Continue as Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. As discussed in note 2 to the consolidated financial statements, the Group are pre-revenue, and its business model requires significant ongoing expenditure to operate the group till revenue streams supporting the business are established and the uncertainty about the availability of future financing raise substantial doubt about the Group’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Basis for opinion

These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Group’s auditor since 2025.

/s/ PKF Littlejohn LLP

PCAOB Registration Number 2814

London, England

October 21, 2025

F-47

HORIZON QUANTUM COMPUTING PTE. LTD. ANDSUBSIDIARYCONSOLIDATED BALANCE SHEETS

	December 31,<br> 2023			December 31,<br> 2024
	SGD			SGD
ASSETS
Cash and cash equivalents		16,512,011			6,624,506
Receivables, net		—			150,000
Prepaid and other current assets		521,400			1,242,134
Total current assets		17,033,411			8,016,640
Property and equipment, net		560,254			3,019,348
Construction in process		254,672			—
Intangible assets, net		39,604			34,353
Right-of-use assets		23,499			735,067
Security deposits		44,186			95,096
TOTAL ASSETS		17,955,626			11,900,504
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Other payables		198,178			702,609
Operating lease liabilities		27,260			356,611
Total current liabilities		225,438			1,059,220
Operating lease liabilities, non-current		—			452,014
TOTAL LIABILITIES		225,438			1,511,234
STOCKHOLDERS’ EQUITY
Seed Preferred Shares, 2,500,000 authorized; 2,500,000 issued and outstanding as of December 31, 2024 and 2023		1,150,000			1,150,000
Seed Plus Preferred Shares, 2,936,828 authorized; 2,936,828 issued and outstanding as of December 31, 2024 and 2023		3,349,184			3,349,184
Series A Preferred Shares, 2,586,522 authorized; 2,586,522 issued and outstanding as of December 31, 2024 and 2023		24,362,849			24,362,849
Ordinary Shares, 8,000,000 authorized; 8,000,000 issued and outstanding as of December 31, 2024 and 2023		5,000			5,000
Additional paid-in capital		2,852,525			3,011,966
Retained Earnings		(13,996,968	)		(21,480,142	)	)
Accumulated other comprehensive (loss) income		7,598			(9,587	)	)
TOTAL STOCKHOLDERS’EQUITY		17,730,188			10,389,270
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		17,955,626			11,900,504

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-48

HORIZON QUANTUM COMPUTING PTE. LTD. ANDSUBSIDIARYCONSOLIDATED STATEMENTS OF OPERATIONS

	December 31,
	2023			2024			2024
	SGD			SGD
Revenue		50,000			360,000
Operating Expenses:
Research and development		2,239,460			3,458,218
Selling and marketing		732,804			986,566
General and administrative		1,821,990			2,911,370
Depreciation and amortization		264,414			855,249
Total operating expenses		5,058,668			8,211,403
Loss from operations		(5,008,668	)		(7,851,403	)		)
Other income and (expense):
Interest expense		(2,339	)		(49,457	)		)
Other income		1,527			124,085
Foreign exchange (loss) gain		(166,037	)		293,601
Income tax expense		—			—
Net loss		(5,175,517	)		(7,483,174	)		)
Basic and diluted weighted average shares outstanding, Ordinary and Preferred shares combined
– Basic and diluted		16,023,350			16,023,350
Basic and net (loss) income per Ordinary and Preferred shares combined
– Basic and diluted		(0.32	)		(0.47	)		)

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-49

HORIZON QUANTUM COMPUTING PTE. LTD. ANDSUBSIDIARYCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	December 31,
	2023			2024			2024
	SGD			SGD
Net loss		(5,175,517	)		(7,483,174	)		)
Other comprehensive loss:
Foreign currency translation adjustment		7,598			(17,185	)		)
Comprehensive loss		(5,167,919	)		(7,500,359	)		)

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-50

HORIZON QUANTUM COMPUTING PTE. LTD. ANDSUBSIDIARYCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

				Seed Plus Preference <br> Shares				Series A Preference <br> Shares				Ordinary <br> Shares				Additional <br> paid-in		Other Comprehensive			Accumulated			Total <br> Shareholders’
		Amount		Shares		Amount		Shares		Amount		Shares		Amount		capital		income			deficit			Equity
		SGD				SGD				SGD				SGD		SGD		SGD			SGD			SGD
As at January 1, 2023	2,500,000		1,150,000		2,936,828		3,349,184		1,872,013		17,723,327		8,000,000		5,000		2,532,305		—			(8,821,451	)		15,938,365
Issuance of share capital	—		—		—		—		714,509		6,639,522		—		—		—		—			—			6,639,522
Shared-based payment reserve	—		—		—		—		—		—		—		—		320,220		—			—			320,220
Translation adjustment	—		—		—		—		—		—		—		—		—		7,598			—			7,598
Loss for the year, representing total comprehensive income for the year	—		—		—		—		—		—		—		—		—		—			(5,175,517	)		(5,175,517	)
Balance at December 31, 2023	2,500,000		1,150,000		2,936,828		3,349,184		2,586,522		24,362,849		8,000,000		5,000		2,852,525		7,598			(13,996,968	)		17,730,188
Translation adjustment	—		—		—		—		—		—		—		—		—		(17,185	)		—			(17,185	)
Shared-based payment reserve	—		—		—		—		—		—		—		—		159,441		—			—			159,441
Loss for the year, representing total comprehensive income for the year	—		—		—		—		—		—		—		—		—		—			(7,483,174	)		(7,483,174	)
Balance at December 31, 2024	2,500,000		1,150,000		2,936,828		3,349,184		2,586,522		24,362,849		8,000,000		5,000		3,011,966		(9,587	)		(21,480,142	)		10,389,270
Balance at December 31, 2024 ()	2,500,000		841,751		2,936,828		2,451,460		2,586,522		17,832,564		8,000,000		3,660		2,204,630		(7,017	)		(15,722,546	)		7,604,502

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-51

HORIZON QUANTUM COMPUTING PTE. LTD. ANDSUBSIDIARYCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

	For the year ended December 31,
	2023			2024			2024
	SGD			SGD
Cash flows from operating activities
Loss for the year		(5,175,517	)		(7,483,174	)		)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation		258,741			849,482
Stock based compensation		320,220			159,441
Unrealized foreign currency transaction (gain)/loss		169,893			(257,154	)		)
Amortization		5,673			5,687
Changes in operating assets and liabilities:
Accounts receivable		—			(150,000	)		)
Accounts payable		(109,879	)		504,431
Lease liability		(159,670	)		(286,175	)		)
Prepaid expenses and other receivables		(168,178	)		(771,643	)		)
Net cash used in operating activities		(4,858,717	)		(7,429,105	)		)
Cash flows from investing activities
Purchase of property and equipment		(585,472	)		(2,733,466	)		)
Purchase of intangible assets and trademarks		—			(436	)		)
Net cash used in investing activities		(585,472	)		(2,733,902	)		)
Cash flows from financing activities
Proceeds from issuance of preference shares		6,639,522			—
Net cash provided by financing activities		6,639,522			—
Effect of exchange rate changes on cash		(162,295	)		275,502
Net (decrease) increase in cash and cash equivalents		1,033,038			(9,887,505	)		)
Cash and cash equivalents at beginning of year		15,478,973			16,512,011
Cash and cash equivalents at end of year		16,512,011			6,624,506
Supplemental cash flow information
Interest paid		—			—

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-52

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

1. DESCRIPTION OF BUSINESS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Horizon Quantum Computing (Ireland) Limited. All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation and Significant AccountingPolicies

Use of Estimates

Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with U.S. GAAP. The Company believes that these estimates, judgments and assumptions are reasonable under the circumstances. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses. Actual results could differ from these estimates. Changes in such estimates could affect amounts reported in future periods. On an ongoing basis, the Company evaluates its estimates and judgments including those related to the useful lives and recoverability of property and equipment and definite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the incremental borrowing rate for the Company’s leases; and the valuation of stock-based compensation, among others.

Convenience translation

Translations of balances in the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of changes in stockholders’ equity, consolidated statements of cash flows and notes to the consolidated financial statements from SGD into USD as of December 31, 2024 are solely for the convenience of the readers and are calculated at the rate of SGD1.00 = USD0.7320, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2024. No representation is made that the SGD amounts could have been, or could be, converted, realized or settled into USD at such rate, or at any other rate.

Emerging Growth Company Status

F-53

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Cash and Cash Equivalents

Restricted Cash

The Company is not subject to any contractual agreement that contains restrictions on the Company’s use or withdrawal of its cash or cash equivalents.

Revenue Recognition

Revenue from sale of services in the ordinary course of business is recognized when the Company satisfies a performance obligation (PO) by transferring control of a promised service to the customer.

The amount of revenue recognized is the amount of the transaction price allocated to the satisfied PO.

Rendering of services

Nature of services	The Company provides research and development services on quantum algorithms.
When revenue is recognized	Revenue is recognized when services are delivered to the customer and all criteria for acceptance have been satisfied.
Significant payment terms	30 days credit terms

F-54

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Accounts Receivable

Property and Equipment, net

Impairment of Long-Lived Assets

Leases

Stock-Based Compensation

Income and Other Expenses, Operating Income/ Losses

F-55

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Foreign Operations and Foreign Currency Translation

The currency of the primary economic environment in which the operations of the Company are conducted is the Singapore Dollar (“SGD”). The Company uses SGD as their functional currency. The results of the Company’s non-Singaporean subsidiary, whose functional currency are the local currencies of the economic environment in which they operate, are translated into SGD in accordance with U.S. GAAP.

Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at average exchange rates during the year. Differences resulting from translation are presented in equity as accumulated other comprehensive loss. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Foreign currency transaction (gain) loss, mainly related to intercompany transactions, is included in the consolidated statements of operations. For the years ended December 31, 2024 and 2023, there was a loss of S$17,185 (US$12,579) and gain of S$7,598 (US$5,561), respectively.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the company. In accounting for stock-based compensation, the use of valuation methods for awards granted when the Company’s ordinary shares are not publicly traded, the use of estimates in option valuation model inputs such as expected volatility, term of options, risk-free interest rate are subjective and the change in these assumptions can materially affect the amount of stock-based compensation expense recognized in the consolidated financial statements.

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company applies a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described as follows:

Level 1	—	Quoted prices in active markets for identical assets or liabilities.
Level 2	—	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, and inputs other than quoted prices that are observable or corroborated by observable market data.
Level 3	—	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

F-56

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

When available, the Company uses quoted market prices to determine fair value and classifies such items within Level 1. If quoted market prices are not available, the Company uses valuation techniques consistent with the market approach, income approach, or cost approach. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs.

Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and other receivables, accounts payable and accrued liabilities. The Company does not utilize derivative instruments or investments and does not have any outstanding debt as of the date of the consolidated financial statements. The carrying amounts of cash and cash equivalents are at cost which approximates fair value due to the high liquidity of these instruments. Accounts receivable and other receivables are recorded at amortized cost, net of any allowance for doubtful accounts. The Company evaluates the collectability of receivables and records an allowance for expected credit losses when necessary. Accounts payable and accrued liabilities are recorded at cost and approximate fair value due to their short-term nature.

Basic and Diluted Net Loss Per Share

Basic net loss per share is calculated by dividing net loss attributable to Seed Preference, Seed Plus Preference, Series A Preference, and Ordinary Shareholders by the weighted-average number of shares of Seed Preference, Seed Plus Preference, Series A Preference, and Ordinary shares outstanding during the year. Diluted net loss per share is based upon the diluted weighted-average number of shares outstanding during the year. Diluted net loss per share gives effect to all potentially dilutive common share equivalents, including preferred stock and stock options, to the extent they are dilutive. See to Note 10 — Net Loss Per Share.

Comprehensive Loss

Concentration of Risks

Segments

F-57

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Accounting Pronouncements Recently Adopted

Recent Accounting Pronouncements Not Yet Adopted

Liquidity and Going Concern

The Company has incurred net losses of S$7.5 million (US$5.5 million) and S$5.2 million (US$3.8 million) during the year ended December 31, 2024 and 2023, respectively, and has an accumulated deficit of S$21.5 million (US$15.7 million) as of December 31, 2024. Expenses are expected to increase in the forthcoming year and cash flows of the Company may not be able to sustain the expansion required. The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from investors or by taking on additional debt.

F-58

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The primary objective of the Company’s capital management is to ensure that it maintains sound capital position in order to support its business and maximize shareholder’s value. The Company has entered a business combination agreement with a special-purpose acquisition company (SPAC) and closing is subject to regulatory approvals and shareholder votes. If successful, the merger would provide access to public markets and additional capital for growth. If successful, the merger would provide access to public markets and additional capital for growth.

3. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	December 31, <br> 2023			December 31, <br> 2024
	SGD			SGD
Computer equipment		776,996			895,674
Furniture and fittings		5,598			5,598
Leasehold Improvements		—			1,133,740
Quantum Computing Equipment		—			1,735,720
Total property and equipment gross		782,594			3,770,732
Less – Accumulated depreciation		(222,340	)		(751,384	)	)
Total property and equipment net		560,254			3,019,348

All values are in US Dollars.

Total depreciation expense for the years ended December 31, 2024 and 2023, totalled S$849,482 (US$621,685) and S$258,741 (US$189,387), respectively.

4. CONSTRUCTION IN PROCESS

Construction in progress consists of the following:

	December 31, <br> 2023		December 31, <br> 2024		December 31, 2024
	SGD		SGD
Renovation works		254,672		—

All values are in US Dollars.

Renovation works for year ended December 31, 2023 was subsequently reclassified to leasehold improvements once construction was complete.

F-59

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

5. INTANGIBLE ASSETS, NET

Intangible assets consist of the following:

		Accumulated <br> Amortization			Net Intangible <br> Assets
		SGD			SGD
Balance, January 1, 2023	56,730		(11,452	)		45,277
Additions	—		(5,673	)		(5,673	)
Balance, December 31, 2023	56,730		(17,125	)		39,604
Additions	436		(5,688	)		(5,251	)
Balance, December 31, 2024	57,166		(22,813	)		34,353
Balance, December 31, 2024 ()	41,843		(16,698	)		25,145

All values are in US Dollars.

Intangible asset amortization expense, for the years ended December 31, 2024 and 2023 totalled approximately S$5,687 (US$4,163) and S$5,673 (US$4,152), respectively.

Future estimated amortization expense for the Company’s intangible assets is approximately as follows:

Future estimated amortization as of December 31, 2024	SGD
2025		5,716
2026		5,716
2027		5,716
2028		5,716
2029		5,716
Thereafter		5,773
		34,353

All values are in US Dollars.

6. ACCOUNTS PAYABLE AND OTHER PAYABLES

Accounts payable and other payables consist of the following:

	December 31, <br> 2023		December 31, <br> 2024
	SGD		SGD
Equipment purchase		—		465,645
Outsourced services and consulting expenses		40,907		75,660
Audit fees		79,996		92,652
Accrued facilities restoration costs		31,934		31,934
Payroll and payroll related expenses		12,426		18,206
Legal expenses		3,726		2,309
Rent expenses		648		—
Other accrued expenses and current liabilities		28,542		16,203
Total accounts payable and other payables		198,178		702,609

All values are in US Dollars.

F-60

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

7. Right-of-UseAssets and Lease Liabilities

The right-of-use asset as of December 31, 2024 and 2023 are S$735,067 (US$538,038) and S$23,499 (US$17,200), respectively.

As of December 31, 2024, the maturities of the Company’s operating lease liabilities were as follows:

Year	TOTAL
	SGD
2025		367,723
2026		377,884
2027		79,189
Total lease payments		824,796
Less: imputed interest		(16,171	)	)
Present values of lease liabilities		808,625
Operating lease liabilities current		356,611
Operating lease liabilities noncurrent		452,014
		808,625

All values are in US Dollars.

8. STOCKHOLDERS’ EQUITY

Ordinary shares

All issued shares are fully paid, with no par value.

Convertible preference shares

Prior to any initial public offering (“IPO”), the holders of the CPS may, but shall not be obliged to convert all or some only of the CPS into ordinary shares by delivering to the Company a notice in writing of its intention. The holder of the CPS shall not be required to make any payment to the Company for the conversion of the CPS to ordinary shares. The CPS shall automatically convert into ordinary shares upon IPO.

F-61

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

8. STOCKHOLDERS’ EQUITY (cont.)

The CPS will only be redeemable, upon the Company choosing to provide redemption in the event of a default by or liquidation of the Company.

In the event of liquidation (as defined in the investment agreement), the net proceeds from the liquidation event shall be distributed in the following manner:

●	Firstly, the holders of CPS shall receive an amount equal to<br>the amount paid by the holders of CPS for the subscription of the relevant CPS plus all declared or accrued but unpaid dividends.
●	Thereafter, the remaining balance shall be distributed to the<br>holders of CPS and ordinary shares on a pro rata basis.
---	---

In the event of default, each of the holders of the CPS may give notice to the Company to require the Company to buy-back or redeem all or part of the CPS held by it.

9. STOCK INCENTIVE PLANS

Employee share option plan (Equity-settled) (“ESOP Plan”)

In 2022, the Company granted share options to key employees under its Employee Share Option Scheme known as the “The Employee Share Option Plan of Horizon Quantum Computing Pte. Ltd. (“ESOP”)”. A total of 793,750 options were issued on March 1, 2022, comprising 562,500 options exercisable at S$0.46 per share and 231,250 options exercisable at USS$ 0.80 (equivalent to SGD 1.09) per share.

The vesting conditions for these options are structured such that 655,468 options were fully vested upon issuance, while the remaining 138,282 options are subject to a vesting schedule of 48 months from the grant date, vesting monthly on a pro-rata basis. Once vested, the options may be exercised at any time up to the maturity date, which is 10 years from the date of grant (March 1, 2032).

The Company has classified the share options as equity-settled share-based payments at fair value. The following table summarizes stock option activities for the years ended December 31, 2024 and 2023:

			Weighted <br> Average Exercise <br> Price per Share
			SGD
Outstanding December 31, 2022	793,750			0.64
Granted	—			—
Forfeited	—			—
Outstanding December 31, 2023	793,750			0.64
Granted	—			—
Forfeited	(23,440	)		1.09
Outstanding December 31, 2024	770,310			0.63
Weighted average remaining life (Years)	7.2
Options vested and exercisable at December 31, 2024	770,310			0.63

All values are in US Dollars.

F-62

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

9. STOCK INCENTIVE PLANS (cont.)

The fair value of options granted on March 1, 2022, determined using the Binomial Valuation Model taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used:

Dividend yield (%)	0	%
Expected volatility (%)	39.59	%
Risk-free interest rate (%)	2.29	%
Expected life of options (years)	10

10. NET LOSS PER SHARE

	For the Year Ended December 31,
	2023			2024			2024
	SGD			SGD
Net income (loss)		(5,175,517	)		(7,483,174	)		)
Basic and diluted weighted average common shares outstanding		16,023,350			16,023,350
Basic and diluted net income (loss) per share		(0.32	)		(0.47	)		)

All values are in US Dollars.

The following outstanding balances of common share equivalent securities have been excluded from the calculation of diluted weighted average common shares outstanding and diluted net loss per share for the years ended December 31, 2024 and 2023 because the effect of including them would have been antidilutive.

	Years ended December 31,
	2024		2023
ESOP Pool		2,996,875		2,996,875
		19,020,225		19,020,225

11. COMMITMENTS AND CONTINGENCIES

12. SEGMENTATION

F-63

HORIZON QUANTUM COMPUTING PTE. LTD. AND SUBSIDIARYNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

12. SEGMENTATION (cont.)

The measure of segment assets is reported on the Company’s Consolidated Balance Sheets as Total Assets.

The following table presents the Company’s segment results for the years ended December 31, 2024 and 2023:

	For the Year Ended December 31,
	2023		2024		2024
	SGD		SGD
Operating Expenses:
Research and development		2,239,460		3,458,218
Selling and marketing		732,804		986,566
General and administrative		1,821,990		2,911,370
Depreciation and amortization		264,414		855,249
Total operating expenses		5,058,668		8,211,403

All values are in US Dollars.

13. SUBSEQUENT EVENTS

The Company evaluated subsequent events from December 31, 2024, the date of these financial statements, through the date on which the financial statements were issued (the “Issuance Date”), for events requiring recording or disclosure in the financial statements as of and for the year ended December 31, 2024. The Company concluded that no events have occurred that would require recognition or disclosure in the financial statements, except as described below.

F-64

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

To the Shareholders and Board of Directorsof Rose Holdco Pte. Ltd.

Opinion on the Financial Statements

We have audited the accompanying Balance Sheets of Rose Holdco Pte. Ltd. as of August 31, 2025, and the related Statements of Operations and Comprehensive Loss, Statements of Stockholders’ Equity and Statements of Cash Flows for the period from August 26, 2025 to August 31, 2025 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 31, 2025 and the results of its operations and its cash flows for the period from August 26, 2025 to August 31, 2025, in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Substantial Doubt about the Company’sAbility to Continue as Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the financial statements, the Company are pre-revenue, and its business model requires ongoing expenditure to operate the Company till revenue streams supporting the business are established and the uncertainty about the availability of future financing raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

We have served as the Company’s auditor since 2025.

/s/ PKF Littlejohn LLP

PCAOB Registration Number 2814

London, England

October 21, 2025

F-65

ROSE HOLDCO PTE. LTD.BALANCE SHEET

	August 31, 2025
ASSETS
Current assets
Amounts due from a shareholder	S$	1
Total current assets		1
TOTAL ASSETS	S$	1
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	S$	8,565
Total current liabilities		8,565
TOTAL LIABILITIES	S$	8,565
STOCKHOLDERS’ DEFICIT
Ordinary share, 1 authorized; 1 issued and outstanding as of Aug 31, 2025	S$	1
Accumulated deficit		(8,565	)
TOTAL STOCKHOLDERS’ DEFICIT	S$	(8,564	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	S$	1

The accompanying notes are an integral part of these audited financial statements.

F-66

ROSE HOLDCO PTE. LTD.STATEMENT OF OPERATIONSFOR THE PERIOD AUGUST 26, 2025 (INCEPTION)THROUGH AUGUST 31, 2025

	August 26 to August 31, 2025
Revenue	S$	—
Operating expenses:
Formation costs		8,565
Total operating expenses		8,565
Loss from operations	S$	(8,565	)
Income tax expenses		—
Net loss	S$	(8,565	)
Weighted average number of ordinary shares outstanding		1
Basic and diluted net loss per ordinary share	S$	(8,565	)

The accompanying notes are an integral part of these audited financial statements.

Comprehensive income for the period is S$(8,565).

F-67

ROSE HOLDCO PTE. LTD.STATEMENT OF STOCKHOLDERS’ DEFICITFOR THE PERIOD AUGUST 26, 2025 (INCEPTION) THROUGH AUGUST 31, 2025

		Amount		Accumulated<br><br>Deficit			Total <br><br>Stockholders’<br><br>Deficit
Balance as of August 26, 2025 (inception)	—	S$	—	S$	—		S$	—
Issuance of ordinary shares	1		1		—			1
Net loss	—		—		(8,565	)		(8,565	)
Balance as of August 31, 2025	1	S$	1	S$	(8,565	)	S$	(8,564	)

The accompanying notes are an integral part of these audited financial statements.

F-68

ROSE HOLDCO PTE. LTD.STATEMENT OF CASH FLOWSFOR THE PERIOD AUGUST 26, 2025 (INCEPTION) THROUGH AUGUST 31, 2025

Cash flows from operating activities
Net loss	S$	(8,565	)
Changes in operating assets and liabilities:
Amounts due from a shareholder		(1	)
Accrued expenses		8,565
Net cash used in operating activities		(1	)
Cash flows from financing activities
Proceeds from issuance of ordinary share		1
Net cash provided by financing activities		1
Net change in cash		—
Cash, beginning of period		—
Cash, end of period	S$	—

The accompanying notes are an integral part of these audited financial statements.

F-69

ROSE HOLDCO PTE. LTD.NOTES TO THE FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

Rose Holdco Pte. Ltd. (the “Company”) was incorporated in the Republic of Singapore on August 26, 2025. The company was formed for the purpose of effecting a merger between Horizon Quantum Computing Pte. Ltd. (“Horizon”), dMY Squared Technology Group, Inc. (“DMYY”) and certain other affiliated entities through a series of transactions (the “Business Combination”) and it has not conducted any activities other those incidental to its formation and the transactions contemplated by the business combination agreement. As a result of the Business Combination, Horizon and DMYY will each become a wholly-owned, direct or indirect subsidiary of the Company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in Singapore dollars, denoted as S$, which is also the Company’s functional currency and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting rules and regulations of the SEC. References to GAAP issued by the FASB in these accompanying notes to the financial statements are to the FASB Accounting Standards Codification (“ASC”).

Receivables

Receivables due from a shareholder are recognized when the Company has a contractual or legal right to receive cash or other consideration from a shareholder. They are classified as current assets on the statement of financial position based on the terms. Receivables are recognized at transaction value less allowance for credit losses. The Company adopted the Current Expected Credit Losses (“CECL”) guidance effective January 1, 2023. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the carrying value less estimated losses current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. The allowance for credit losses were not significant as of August 31, 2025.

Accrued Expenses

Accrued expenses are recorded when the Company becomes obligated for the goods and services received. Accrued expenses represent liabilities for services that have been received or incurred as at balance sheet date but for which invoices have not been received. The amounts recorded at invoiced or estimated settlement amounts are classified as current liabilities when due within one year. The Company recognized accrued expenses in connection with its formation and organization. Formation costs primarily consists of legal, regulatory and professional fees related to the incorporation and establishment of the Company.

F-70

ROSE HOLDCO PTE. LTD.Notes to the Financial Statements

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Use of Estimates

The preparation of the accompanying financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate is the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Segment Information

ASC 280, “Segment Reporting” (“ASC 280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as a single operating segment. The Company’s CODM is the President, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM uses cash flows as the primary measure to manage the business and does not segment the business for internal reporting or decision making.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution and notes receivables. Cash accounts in a financial institution may at times exceed the Federal Depository Insurance Corporation limit. There was no cash and cash equivalent balance as at August 31, 2025.

Recent Accounting Pronouncements Not Yet Adopted

The Company has evaluated recently issued accounting pronouncements and has determined that none are expected to have a material impact on its financial statements. The Company will adopt new standards on their respective effective dates.

Fair Value Measurement

The Company’s assets consist of receivables due from a shareholder while liabilities consist of payables that qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosure”. The receivables and payables approximate fair value because of the short-term nature of the instrument.

Liquidity and Going Concern

For the period from August 26, 2025 (inception) through August 31, 2025, the Company has not generated revenue and reported a net loss of S$8,565. As of August 31, 2025, the Company had an aggregate cash of $-0- and a net working capital deficit of S$8,565.

The Company assesses its liquidity in terms of its ability to generate adequate amounts of cash to meet current and future needs. Its expected primary uses of cash on a short and long-term basis are for working capital requirements, business acquisitions and other liquidity needs. The Company’s management expects that future operating losses and negative operating cash flows may increase from historical levels because of additional costs and expenses related to the business operations and the development of market and strategic relationships with other businesses.

F-71

ROSE HOLDCO PTE. LTD.Notes to the Financial Statements

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The Company’s future capital requirements will depend on many factors, including the Company’s timing of the consummation of the Business Combination. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional common units. If additional financing is required from outside sources, the Company may not be able to raise such capital on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these financial statements are available to be issued.

3. RELATED PARTY TRANSACTIONS

Due from Shareholder

As of August 31, 2025, the Company had an amount receivable from a shareholder of S$1, which is presented as current assets on the accompanying balance sheet. The receivable is non-interest-bearing and due on demand.

4. STOCKHOLDERS’ EQUITY

Ordinary Shares

As of August 31, 2025, the authorized share capital of the Company consists of 1 ordinary share with a total share value of S$1. The holder of ordinary share is entitled to receive dividends as declared from time to time and is entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.

5. COMMITMENTS AND CONTINGENCIES

6. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of the financial statements and does not identify any subsequent events with material financial impact on the Company’s financial statements.

F-72

Exhibit 1.1

REGISTRATIONNO. 202537774K

THECOMPANIES ACT 1967

PUBLICCOMPANY LIMITED BY SHARES

CONSTITUTIONOF

HORIZONQUANTUM HOLDINGS LTD.

INCORPORATEDON THE 26^TH^ DAY OF AUGUST 2025

(as amended by special resolution on 4 March 2026)

THECOMPANIES ACT 1967

PUBLICCOMPANY LIMITED BY SHARES

CONSTITUTION

HORIZONQUANTUM HOLDINGS LTD.

	INTERPRETATION
1.	In this Constitution, the<br> words standing in the first column of the table below shall bear the meanings set opposite to them respectively in the second column<br> thereof, if not inconsistent with the subject or context:	Interpretation
‘Act’	The Companies Act 1967.
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‘Alternate Director’	An Alternate Director appointed pursuant to regulation 126.
‘Auditors’	The auditors for the time being of the Company.
‘Automatic<br> Conversion Date’	Has the meaning ascribed to it in regulation 68.
‘capital’	Share capital.
‘Claim’	Has the meaning ascribed to it in regulation 188.
‘Class A Share’	A class A ordinary share in the capital of the Company.
‘Class B Share’	A class B ordinary share in the capital of the Company.
‘Class B Transfer’	Any sale, assignment, transfer,<br> conveyance, pledge, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share,<br> whether or not for value and whether voluntary or involuntary or by operation of law, including, without limitation, the transfer<br> of, or entering into a binding agreement or arrangement with respect to, voting control over a Class B Share by proxy or otherwise; provided, however,<br> that the following shall not be considered a “Class B Transfer”:
	(a)	a Permitted Transfer;
	(b)	the granting of a revocable proxy to officers<br> or directors of the Company at the request of the Board in connection with actions to be taken at an annual or special meeting of<br> shareholders;
	(c)	entering into a voting trust, agreement<br> or arrangement (with or without granting a proxy) solely with shareholders who are holders of Class B Shares that (i) is<br> disclosed either in a Schedule 13D filed with the United States Securities and Exchange Commission or in writing to the<br> Secretary, (ii) either has a term not exceeding one (1) year or is terminable by each holder of the shares subject thereto<br> at any time and (iii) does not involve any payment of cash, securities, property or other consideration to any holder of the<br> shares subject thereto other than the mutual promise to vote shares in a designated manner;
(d)	entering into a voting trust, agreement<br> or arrangement (with or without granting a proxy) pursuant to a written agreement to which the Company is a party;
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(e)	the charge of Class B Shares by a shareholder<br> that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such<br> shareholder continues to exercise voting control over such charged shares; provided, however, that the occurrence<br> of a foreclosure on such shares or other similar action by the chargee shall constitute a Class B Transfer unless such foreclosure<br> or similar action qualifies as a Permitted Transfer;
(f)	transferring a Class B Share to a broker<br> or other nominee, so long as the Founder or another Permitted Transferee continues to hold sole voting control over such share; or
(g)	in connection with a merger, amalgamation<br> or consolidation of the Company with or into any other entity, the conversion of the Company into another entity, or in the case<br> of any other transaction having an effect on shareholders substantially similar to that resulting from a merger, amalgamation or<br> consolidation, that has been approved by the Board, the entering into (i) an agreement or arrangement with respect to any rollover,<br> reinvestment or similar transaction, or (ii) a support, voting, tender or similar agreement or arrangement (in each case, with<br> or without the grant of a proxy) that has also been approved by the Board.
	A Class B Transfer shall also be deemed<br> to have occurred with respect to a Class B Share held by an entity that is a Permitted Trust or Permitted Entity, as of such<br> time that there occurs any act or circumstance that causes such entity to no longer be a Permitted Trust or Permitted Entity.
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‘Conversion Ratio’	Has the meaning ascribed to it in regulation<br> 68.
‘Company’	Horizon Quantum Holdings Ltd. by<br> whatever name from time to time called.
‘Constitution’	This constitution, as may be amended from<br> time to time.
‘Designated<br> Stock Exchange’	The Nasdaq Stock Market or at any time,<br> in the case of the shares, if they are not at the time listed and traded on the Nasdaq Stock, the principal stock exchange or securities<br> market on which the shares are then listed or quoted or dealt in.
‘Director’	Includes any person acting as a director<br> of the Company and includes any person duly appointed and acting for the time being as an Alternate Director.
‘Directors’ or ‘Board’	The Directors for the time being of the<br> Company as a body or a quorum of the Directors present at a meeting of the Directors.

‘dividend’	Includes bonus.
‘Exchange Act’	Under U.S. law, the Securities and Exchange Act of 1934,<br> as amended.
‘Founder’	Joseph Francis Fitzsimons.
‘Incapacity’	With respect to an individual,<br> that (i) such individual lacks mental capacity within the meaning of the Mental Capacity Act 2008 to make decisions with<br> respect to the management and administration of his or her property and affairs or under the criteria set forth in the applicable<br> probate legislation applicable to such individual; and (ii) that such condition can be expected to result in death or has lasted<br> or can reasonably be expected to last for a continuous period of not less than twelve (12) months as determined by a licensed<br> medical practitioner. In the event of a dispute regarding whether an individual has suffered an Incapacity, no Incapacity of such<br> individual will be deemed to have occurred unless and until an affirmative ruling regarding such Incapacity has been made in a final<br> and non-appealable judgment of a court of competent jurisdiction.
‘Member’,<br> ‘holder of any share’ or ‘shareholder’	Any registered holder of shares<br> for the time being, save that references in this Constitution to a ‘Member’ shall, where the Act requires, exclude the<br> Company where it is a member by reason of its holding shares as treasury shares, and references in this Constitution to a ‘holder<br> of any share’ or ‘shareholder’ shall, except where otherwise expressly provided in this Constitution, exclude the<br> Company in relation to shares held by it as treasury shares.
‘Office’	The Registered Office for the time being of the Company.
‘Paid up’	Includes credited as paid up.
‘Permitted<br> Class B Owners’	Has the meaning ascribed to it in regulation 8.
‘Permitted Entity’	(a)	A corporation in which the Founder directly,<br> or indirectly through one or more Permitted Entities, owns shares with sufficient voting control in the corporation, or otherwise<br> has legally enforceable rights, such that the Founder retains sole and exclusive voting control with respect to the Class B<br> Shares held by such corporation;
	(b)	a partnership in which the Founder directly,<br> or indirectly through one or more Permitted Entities, owns partnership interests with sufficient voting control in the partnership,<br> or otherwise has legally enforceable rights, such that the Founder retains sole and exclusive voting control with respect to the<br> Class B Shares held by such partnership; or
	(c)	a limited liability company in which the<br> Founder directly, or indirectly through one or more Permitted Entities, owns membership or limited liability company interests with<br> sufficient voting control in the limited liability company, or otherwise has legally enforceable rights, such that the Founder retains<br> sole and exclusive voting control with respect to the Class B Shares held by such limited liability company.

‘Permitted Transfer’	Any Class B Transfer to a Permitted Transferee.
‘Permitted Transferee’	(i)	The Founder, (ii) any Permitted Trust,<br> or (iii) any Permitted Entity.
‘Permitted Trust’	(a)	A trust for the benefit of the Founder and<br> for the benefit of no other person; or
	(b)	a trust for the benefit of the Founder and/or<br> persons other than the Founder so long as the Founder has sole and exclusive voting control with respect to the Class B Shares<br> held by such trust.
‘Register of Members’	The Register of Members of the Company.
‘regulation’	A regulation of this Constitution,<br> as altered or added to from time to time and any reference to a regulation by number is a reference to the regulation of that number<br> in this Constitution.
‘Sarbanes-Oxley Act’	Has the meaning ascribed to it in regulation 189.
‘Seal’	The Common Seal of the Company<br> or in appropriate cases the Official Seal or duplicate Common Seal.
‘Secretary’	The secretary or secretaries<br> for the time being of the Company and shall include any person appointed by the Directors to perform the duties of secretary and<br> where two or more persons are appointed to act as joint secretaries, or where one or more deputy or assistant secretaries are appointed,<br> shall include any one of those persons.
‘Singapore’	The Republic of Singapore.
‘shares’	Shares in the capital of the Company.
‘Statutes’	The Act and every other legislation<br> for the time being in force concerning companies and affecting the Company.
‘year’	Calendar year.
‘S$’	The lawful currency of Singapore.
(a)	The expressions ‘current address’,<br> ‘electronic communications’, ‘financial statements’, ‘relevant intermediary’ and ‘treasury<br> shares’ shall have the meanings ascribed to them respectively in the Act.
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(b)	Expressions referring to writing shall,<br> unless the contrary intention appears, be construed as including references to written or produced by any substitute for writing<br> or partly one and partly another and shall include (except where otherwise expressly specified in this Constitution or the context<br> otherwise requires, and subject to any limitations, conditions or restrictions contained in the Statutes) any representation or reproduction<br> of words, symbols or other information which may be displayed in a visible form, whether in a physical document or in an electronic<br> communication or form or otherwise howsoever.
(c)	Words denoting the singular shall include<br> the plural and vice versa. Words denoting the masculine gender only shall include the feminine gender. Words denoting<br> persons shall include corporations.

(d)	The expression ‘clear days’<br> notice’ shall, for the purposes of calculating the number of days necessary before a notice is served or deemed to be<br> served, be exclusive of the day on which the notice is served or deemed to be served and of the day for which the notice<br> is given.
(e)	Save as aforesaid, any word or expression used in the Act and the Interpretation<br> Act 1965 shall, if not inconsistent with the subject or context, bear the same meaning in this Constitution.
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(f)	The headnotes and marginal notes are inserted<br> for convenience only and shall not affect the construction of this Constitution.
(g)	Any reference in this Constitution to any<br> enactment is a reference to that enactment as for the time being amended or re-enacted.
(h)	A Special Resolution shall be effective<br> for any purposes for which an Ordinary Resolution is expressed to be required under any provision of this Constitution.
NAME
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2.	The name of the Company is Horizon Quantum Holdings Ltd.	Name
LIABILITY OF MEMBERS
3.	The liability of the Members is limited.	Liability of Members
BUSINESS
4.	(1)	Subject to the provisions of<br> the Act (and where applicable, the rules and regulations of the Designated Stock Exchange) and any other written law and this Constitution,<br> the Company has:		Business or activity
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		(a)	full capacity to carry on or undertake any<br> business or activity, do any act or enter into any transaction; and
		(b)	for these purposes, full rights, powers and privileges.
	(2)	Subject to the provisions of<br> the Act, any branch or kind of business which by this Constitution is either expressly or by implication authorised to be undertaken<br> by the Company may be undertaken by the Directors at such time or times as they shall think fit, and further may be suffered by them<br> to be in abeyance whether such branch or kind of business may have been actually commenced or not, so long as the Directors may deem<br> it expedient not to commence or proceed with such branch or kind of business.
PUBLIC COMPANY
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5.	The Company is a public company.		Public Company
REGISTERED OFFICE
6.	The Office shall be at such<br> place in Singapore as the Directors shall from time to time determine.		Place of Office
SHARES
7.	(1)	The rights attaching to shares of a class<br> other than ordinary shares shall be expressed in this Constitution.	Shares of a class other than ordinary shares
	(2)	The Company may issue shares for which no<br> consideration is payable to it.	Issue of shares for no consideration

8.	(1)	Subject to the Statutes and this Constitution,<br> no shares may be issued by the Directors without the prior approval of the Company in general meeting but subject thereto, and to<br> any special rights attached to any shares for the time being issued, the Directors may allot and issue shares or grant options over<br> or otherwise deal with or dispose of the same to such persons on such terms and conditions and for such consideration (if any) and<br> at such time and subject or not to the payment of any part of the amount (if any) thereof in cash as the Directors may think fit.	Issue of shares
	(2)	Notwithstanding any provision to the contrary<br> in this Constitution, including regulation 8(1), Class B Shares may be issued only to, and registered in the name of the Founder,<br> or any Permitted Transferee (collectively, the “Permitted Class B Owners”)
9.	Without prejudice to any special<br> rights previously conferred on the holders of any shares or class of shares for the time being issued, any share in the Company may<br> be issued with such preferred, deferred or other special, limited or conditional rights, or subject to such restrictions, whether<br> as regards dividend, return of capital, voting or otherwise, or which do not confer voting rights, as the Company may from time to<br> time by Ordinary Resolution, or, if required by the Statutes, by Special Resolution determine (or, in the absence of any such determination,<br> but subject to the Statutes, as the Directors may determine) and subject to the provisions of the Statutes, the Company may issue<br> preference shares which are, or at the option of the Company are, liable to be redeemed, the terms and manner of redemption being<br> determined by the Directors.
10.	Notwithstanding anything in<br> this Constitution, a treasury share shall be subject to such rights and restrictions as may be prescribed in the Act and may be dealt<br> with by the Company in such manner as may be permitted by, and in accordance with, the Act. For the avoidance of doubt, save as expressly<br> permitted by the Act, the Company shall not be entitled to any rights of a Member under this Constitution.		Treasury shares
11.	(1)	Preference shares may be issued subject<br> to such limitation thereof as may be prescribed by law (and where applicable, the rules and regulations of the Designated Stock Exchange).	Rights attached to preference shares
	(2)	The Company has power to issue further preference<br> capital ranking equally with, or in priority to, preference shares from time to time already issued or about to be issued.	Issue of further preference shares
12.	If at any time the share capital<br> is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares<br> of that class) may, subject to the provisions of the Act, whether or not the Company is being wound up, be varied or abrogated either<br> with the consent in writing of the holders of three-quarters of the issued shares of the class or with the sanction of a Special<br> Resolution passed at a separate general meeting of the holders of shares of the class and to every such Special Resolution the provisions<br> of Section 184 of the Act shall with such adaptations as are necessary apply. To every such separate general meeting, the provisions<br> of this Constitution relating to general meetings shall mutatis mutandis apply, Provided always that the necessary<br> quorum shall be one or more persons holding, or represented by proxy or by attorney, not less than one-third of the issued shares<br> of the class, but where the necessary majority for such a Special Resolution is not obtained at the meeting, consent in writing if<br> obtained from the holders of three-fourths of the issued shares of the class concerned within two (2) months of the meeting<br> shall be as valid and effectual as a Special Resolution carried at the meeting.		Variation of rights of shares
13.	The repayment of preference<br> capital other than redeemable preference capital or any other alteration of preference shareholders’ rights, may only be made<br> pursuant to a Special Resolution of the preference shareholders concerned. Provided always that where the necessary majority for<br> such a Special Resolution is not obtained at a meeting, consent in writing if obtained from the holders of three-fourths of the preference<br> shares concerned within two (2) months of the meeting, shall be as valid and effectual as a Special Resolution carried at the<br> meeting.		Variation of rights of preference shareholders
14.	The rights conferred upon the<br> holders of the shares of any class issued with preferred rights shall not, unless otherwise expressly provided by the terms of issue<br> of the shares of that class or by this Constitution, be deemed to be varied by the creation or issue of further shares ranking as<br> regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in<br> no respect in priority thereto.		Issue of further shares affecting preferred rights
15.	If by the conditions of allotment<br> of any shares the whole or any part of the amount of the issue price thereof shall be payable by instalments every such instalment<br> shall, when due, be paid to the Company by the person who for the time being shall be the registered holder of the share or his personal<br> representatives, but this provision shall not affect the liability of any allottee who may have agreed to pay the same.		Payment of instalments

16.	The Company may pay any<br> expenses (including brokerage or commission) incurred in any issue of shares or purchase or acquisition of shares at such rate or<br> amount and in such manner as the Directors deem fit. Such expenses may be paid in whole or in part in cash or fully or partly paid<br> shares of the Company. The Company may, in addition to, or in lieu of, such commission, in consideration of any person subscribing<br> or agreeing to subscribe, or of his procuring or agreeing to procure subscriptions, for any shares in the Company, confer on any<br> such person an option call within a specified time for a specified number of shares in the Company at a specified price or on such<br> other terms and conditions as the Directors may deem fit. The requirements of the provisions of the Act shall be observed, as far<br> as applicable.	Payment of expenses (including brokerage<br> and commission)
17.	Save to the extent permitted<br> by the Act (and where applicable, the rules and regulations of the Designated Stock Exchange), no part of the funds of the Company<br> shall, directly or indirectly, be employed in the purchase of or subscription for or making of loans upon the security of any shares<br> (or its holding company, if any). The Company shall not, except as authorised by the Act, give any financial assistance for the purpose<br> of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the Company (or its holding company,<br> if any).	Company’s shares as security
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18.	Where any shares are issued<br> for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant<br> which cannot be made profitable for a long period, the Company may pay interest on so much of that share capital (except treasury<br> shares) as is for the time being paid up for the period, and, subject to the conditions and restrictions mentioned in Section 78<br> of the Act, may charge the same to capital as part of the cost of the construction of the works or building or the provision of the<br> plant.	Power to charge interest on capital
19.	Except as required by law,<br> no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or compelled<br> in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any<br> interest in any fractional part of a share or (except only as by this Constitution, the regulations of the Designated Stock Exchange<br> or by law otherwise provided) any other rights in respect of any share, except an absolute right to the entirety thereof in the person<br> entered in the Register of Members as the registered holder thereof.	Company need not recognise trust
SHARE CERTIFICATES
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20.	Every person whose name is entered<br> as a Member in the Register of Members shall be entitled to receive, within 60 days after allotment or within 30 days after<br> the lodgement of any notice of transfer to one certificate for all his shares of any one class or to several certificates in reasonable<br> denominations each for a part of the shares so allotted or transferred (or such other period as may be prescribed by the Designated<br> Stock Exchange or by the provisions of the Statutes), one certificate for all his shares of any one class or several certificates<br> in reasonable denominations each for a part of the shares so allotted or transferred. Where such a Member transfers part only of<br> the shares comprised in a certificate or where a registered shareholder requires the Company to cancel any certificate or certificates<br> and issue new certificates for the purpose of subdividing his holding in a different manner, the old certificate or certificates<br> shall be cancelled and a new certificate or certificates for the balance of such shares issued in lieu thereof and such Member shall<br> pay a fee not exceeding S2/- for each such new certificate or such other fee as the Directors may determine having regard to any<br> limitation thereof as may be prescribed, where applicable, by the rules and regulations of the Designated Stock Exchange.	Entitlement to share certificate
21.	The retention by the Directors<br> of any unclaimed share certificates (or stock certificates as the case may be) shall not constitute the Company a trustee in respect<br> thereof. Any share certificate (or stock certificate as the case may be) unclaimed after a period of six (6) years from the<br> date of issue of such share certificate (or stock certificate as the case may be) may be forfeited and if so shall be dealt with<br> in accordance with this Constitution mutatis mutandis.	Retention of certificate
22.	The certificate of title to<br> shares shall be issued under the Seal in such form as prescribed by the Directors from time to time, or executed as a deed in accordance<br> with the Act. Every certificate shall bear the autographic or facsimile signatures of at least two (2) Directors or by one (1) Director<br> and the Secretary or some other person appointed by the Directors, and shall specify the number and the class of shares to which<br> it relates, whether the shares are fully or partly paid up, the amount (if any) unpaid on the shares and any other information as<br> the Act may require. The facsimile signatures may be reproduced by mechanical, electrical or other means provided the method or system<br> of reproducing signatures has first been approved by the Directors. No certificate shall be issued representing more than one class<br> of shares.	Form of share certificate
23.	(1)	Consolidation of share certificates

All values are in US Dollars.

(2)	If any person whose name is entered in the<br> Register of Members shall surrender for cancellation a share certificate representing shares held by him and request the Company<br> to issue in lieu two (2) or more share certificates representing such shares in such proportions as he may specify, the Directors<br> may, if they think fit, comply with such request. Such person shall (unless such fee is waived by the Directors) pay a maximum fee<br> of S$2/- for each share certificate issued in lieu of a share certificate surrendered for cancellation or such other fee as the Directors<br> may from time to time determine having regard to any limitation thereof as may be prescribed, where applicable, by the Designated<br> Stock Exchange.	Sub-division of share certificates
(3)	In the case of shares registered jointly<br> in the names of several persons any such request may be made by any one of the registered joint holders.	Requests by joint holders
24.	(1)	Subject to the provisions of the Act, if<br> any share certificates shall be defaced, worn-out, destroyed, lost or stolen, it may be renewed or replaced on such evidence being<br> produced and a letter of indemnity, undertaking and/or statutory declaration (if required) being given by the shareholder, transferee,<br> person entitled, purchaser, (where applicable) member firm or member company of the Designated Stock Exchange or on behalf of its/their<br> client(s) as the Directors shall require, and in the case of defacement or wearing out, on delivery of the old certificate and<br> in any case on payment of such sum not exceeding S$2/- as the Directors may from time to time require. In the case of destruction,<br> loss or theft, the shareholder or person entitled to whom such renewed certificate is given shall also bear the loss and pay to the<br> Company all expenses incidental to the investigations by the Company of the evidence of such destruction, loss or theft.	Issue of replacement certificates
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	(2)	When any shares under the powers in this<br> Constitution herein contained are transferred and the certificate thereof has not been delivered up to the Company by the former<br> holder of the said shares, the Directors may issue a new certificate for such shares distinguishing it in such manner as they may<br> think fit from the certificate not so delivered up.	New certificate in place of one not surrendered
JOINT HOLDERS OF SHARES
25.	Where two (2) or more persons<br> are registered as the holders of any share, they shall be deemed to hold the same as joint tenants with benefit of survivorship subject<br> to the following provisions:		Joint holders deemed holding as joint tenants
	(a)	the Company shall not be bound to register<br> more than three (3) persons as the holders of any share, except in the case of executors, trustees or administrators of the<br> estate of a deceased Member;	Limited to 3 joint holders
	(b)	the joint holders of a share shall be liable<br> severally as well as jointly in respect of all payments which ought to be made in respect of such share;	Jointly and severally liable
	(c)	on the death of any one (1) of such<br> joint holders the survivor or survivors shall be the only person or persons recognised by the Company as having any title to such<br> share but the Directors may require such evidence of death as they may deem fit;	Survivorship
	(d)	any one (1) of such joint holders may<br> give effectual receipts for any dividend or other moneys payable or property distributable to such joint holders on or in respect<br> of the share; and	Receipts
	(e)	only the person whose name stands first<br> in the Register of Members as one (1) of the joint holders of any share shall be entitled to delivery of the certificate relating<br> to such share or to receive notices from the Company and any notice given to such person shall be deemed notice to all the joint<br> holders.	Entitlement to delivery of share certificates and notice

TRANSFER OF SHARES
26.	Subject to the restrictions<br> of this Constitution and any restrictions imposed by law (and where applicable, the rules and regulations of the Designated Stock<br> Exchange), any Member may transfer all or any of his shares, but every instrument of transfer of the legal title in shares must be<br> in writing and in the form approved, where applicable, by the Designated Stock Exchange, or in any other form acceptable to the Directors,<br> and must be left at the Office (or such other place as the Directors may appoint) for registration, accompanied by a certificate<br> of stamp duty (if any), the certificate(s) of the shares to be transferred, and such other evidence (if any) as the Directors<br> may require to prove the title of the intending transferor, or his right to transfer the shares.	Form of transfer
27.	Shares of different classes<br> shall not be comprised in the same instrument of transfer.	Different classes of shares
28.	The instrument<br> of transfer of a share shall be signed by or on behalf of the transferor and the transferee and be witnessed. The transferor shall<br> be deemed to remain the holder of the share until the name of the transferee is entered in the Register of Members in respect thereof;<br> Provided always that the Directors may dispense with the execution of the instrument of transfer by the transferee in any case in<br> which they think fit in their discretion so to do.	Transferor and transferee to execute<br> transfer
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29.	All instruments<br> of transfer which are registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse<br> to register shall (except in any case of fraud) be returned to the party presenting the same.		Retention of transfer
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30.	No share shall<br> in any circumstances be transferred to any infant, bankrupt or person who is mentally disordered and incapable of managing himself<br> or his affairs but nothing herein contained shall be construed as imposing on the Company any liability in respect of the registration<br> of such transfer if the Company has no actual knowledge of the same.		Infant, bankrupt or mentally disordered
31.	Subject to<br> any legal requirements to the contrary, the Company shall be entitled to destroy all instruments of transfer which have been registered<br> at any time after the expiration of six (6) years from the date of registration thereof and all dividend mandates and notifications<br> of change of address at any time after the expiration of six (6) years from the date of recording thereof and all share certificates<br> which have been cancelled at any time after the expiration of six (6) years from the date of the cancellation thereof and it<br> shall be conclusively presumed in favour of the Company that every entry in the Register of Members purporting to have been made<br> on the basis of an instrument of transfer or other documents so destroyed was duly and properly made and every instrument of transfer<br> so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid<br> and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and<br> effective document in accordance with the recorded particulars thereof in the books or records of the Company,		Destruction of transfer
	Provided always<br> that:
	(a)	the provisions aforesaid<br> shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto)<br> to which the document might be relevant;
	(b)	nothing herein contained<br> shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as<br> aforesaid or in any circumstances which would not attach to the Company in the absence of this regulation; and
	(c)	references herein to the<br> destruction of any document include references to the disposal thereof in any manner.

32.	(1)	There shall be no restriction<br> on the transfer of fully paid up shares (except where required by law or, where applicable, the listing rules of, or bye-laws and<br> rules governing the Designated Stock Exchange) but the Directors may in their discretion decline to register any transfer of shares<br> upon which the Company has a lien and in the case of shares not fully paid up may refuse to register a transfer to a transferee of<br> whom they do not approve, Provided always that in the event of the Directors refusing to register a transfer of shares, they shall<br> within such period of time as may be prescribed by the Act (or, where applicable, as may be prescribed by the rules and regulations<br> of the Designated Stock Exchange) beginning with the date on which the application for a transfer of shares was made, serve a notice<br> in writing to the applicant stating the facts which are considered to justify the refusal as required by the Statutes.	Directors’ power to decline<br> to register
	(2)	The Directors may decline to<br> recognise any instrument of transfer of shares unless:
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		(a)	a fee not exceeding S$2/- (or such other<br> fee as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange)<br> as the Directors may from time to time require, is paid to the Company in respect thereof;	Payment of fee and deposit of transfer
		(b)	the amount of proper duty (if any) with<br> which each instrument of transfer of shares is chargeable under any law for the time being in force relating to stamp duty is paid;
		(c)	the instrument of transfer is deposited<br> at the Office (or such other place as the Directors may appoint) and is accompanied by a certificate of payment of stamp duty (if<br> any), the certificate of the shares to which the transfer relates and such other evidence as the Directors may reasonably require<br> to show the right of the transferor to make the transfer, and where the instrument is executed by some other person on his behalf,<br> the authority of the person so to do; and
		(d)	the instrument of transfer is in respect<br> of only one (1) class of shares.
33.	If the Directors refuse to register<br> a transfer of any shares, they shall give to the transferor and to the transferee notice of their refusal to register as required<br> by the Act (where applicable, within such period of time as may be prescribed by the rules and regulations of the Designated Stock<br> Exchange).			Notice of refusal to register
34.	(1)	The Company shall keep in one<br> or more books a Register of Members and shall enter therein particulars required by the Act. Subject to the Act, the Company may<br> keep an overseas or local or other branch register of Members resident in any place which shall be deemed to be part of the Company’s<br> Register of Members, and the Directors may make and vary such regulations as it determines in respect of the keeping of any such<br> register.		Register of Members Closure of Register of Members
	(2)	The Register of Members may<br> be closed at such times and for such period as the Directors may from time to time determine; Provided always that it shall not be<br> closed for more than thirty (30) days in any year (in aggregate) and during such periods the Directors may suspend the registration<br> of transfers. Further Provided always that the Company shall give prior notice of such closure in an appointed newspaper and as may<br> be required to the Designated Stock Exchange, stating the period and purpose or purposes for which the closure is to be made.
35.	Nothing in this Constitution<br> shall preclude the Directors from recognising a renunciation of the allotment of any share by the allottee in favour of some other<br> person.			Renunciation of allotment
36.	Neither the Company nor its<br> Directors nor any of its officers shall incur any liability for registering or acting upon a transfer of shares apparently made by<br> relevant parties, although the same may, by reason of any fraud or other cause not known to the Company or its Directors or other<br> officers, be legally inoperative or insufficient to pass the property in the shares proposed or professed to be transferred, and<br> although the transfer may, as between the transferor and transferee, be liable to be set aside, and notwithstanding that the Company<br> may have notice that such instrument of transfer was signed or executed and delivered by the transferor in blank as to the name of<br> the transferee or the particulars of the shares transferred, or otherwise in defective manner. In every such case, the person registered<br> as transferee, his executors, trustees, administrators and assigns, alone shall be entitled to be recognised as the holder of such<br> shares and the previous holder shall, so far as the Company is concerned, be deemed to have transferred his whole title thereto.			Indemnity against wrongful transfer

TRANSMISSION OF SHARES
37.	In the case<br> of the death of a Member whose name is registered in the Register of Members, the survivors or survivor where the deceased was a<br> joint holder, and the executors, trustees or administrators of the deceased where he was a sole or only surviving holder, shall be<br> the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein contained shall<br> release the estate of a deceased shareholder from any liability in respect of any share solely or jointly held by him.	Transmission on death
38.	(1)	Person becoming entitled in certain circumstances may be registered
	(2)	Requirements regarding transmission of shares
	(3)	Notice to register to unregistered executors and trustees
39.	Save as otherwise provided by<br> or in accordance with this Constitution, a person becoming entitled to a share pursuant to regulation 37 or 38 (upon supplying to<br> the Company such evidence as the Directors may reasonably require to show his title to the share) shall be entitled to the same dividends<br> and other advantages as those to which he would be entitled if he were the Member in respect of the share except that he shall not<br> be entitled in respect thereof (except with the authority of the Directors) to exercise any right conferred by membership in relation<br> to meetings of the Company or (save as aforesaid) to any of the rights or privileges of a Member in respect of the share, unless<br> and until he shall be registered as the holder thereof.	Rights of unregistered persons entitled to a share
40.	There shall be paid to the Company<br> in respect of the registration of any probate, letter of administration, certificate of marriage or death, power of attorney or other<br> document relating to or affecting the title to any shares, such fee not exceeding S2/-, or, where applicable, such other sum as<br> may be approved by the Designated Stock Exchange from time to time, as the Directors may from time to time require or prescribe.	Fees for registration of probate etc.

All values are in US Dollars.

CALLS ON SHARES
41.	The Directors may from<br> time to time, as they think fit, make calls upon the Members in respect of any moneys unpaid on their shares or on any class of their<br> shares and not by the conditions of the issue and allotment thereof made payable at fixed times; and each Member shall (subject to<br> his having been given at least fourteen (14) days’ notice specifying the time or times and place of payment) pay to the<br> Company at the time or times and place so specified the amount called on his shares. A call may be made payable by instalments. The<br> joint holders of a share shall be jointly and severally liable to pay all calls, instalments and interest due in respect thereof.<br> A call may be revoked or postponed as the Directors may determine.	Directors may make calls on shares
42.	A call shall be deemed<br> to have been made at the time when the resolution of the Directors authorising the call was passed.	Time when new call made
43.	If before or on the day<br> appointed for payment thereof, a call payable in respect of a share is not paid, the person from whom the amount of the call is due<br> shall pay interest on such amount at such rate not exceeding ten per cent (10%) per annum as the Directors may determine from the day<br> appointed for payment thereof to the time of actual payment, and shall also pay all costs, charges and expenses which the Company<br> may have incurred or become liable for in order to procure payment of or in consequence of the non-payment of such call or instalment,<br> but the Directors shall be at liberty to waive payment of such interest, costs, charges and expenses wholly or in part.	Interest and other late payment costs
44.	Any sum which by the terms<br> of issue of a share is made payable upon allotment or at any fixed date and any instalment of a call shall for all purposes of this<br> Constitution be deemed to be a call duly made and payable on the date fixed for payment and, in the case of non-payment, the provisions<br> of this Constitution as to payment of interest and expenses, forfeiture and the like and all other relevant provisions of the Statutes<br> or of this Constitution shall apply as if such sum were a call duly made and notified as hereby provided.	Sum due on allotment or other fixed date
45.	The Directors may on the<br> issue of shares differentiate between the holders as to the amount of calls to be paid and the time of payment of such calls.	Power of Directors to differentiate
46.	The Directors may, if they<br> think fit, receive from any Member willing to advance the same all or any part of the money uncalled and unpaid upon the shares held<br> by him and such payments in advance of calls shall extinguish (so far as the same shall extend) the liability upon the shares in<br> respect of which it is made, and upon the money so received or so much thereof as from time to time exceeds the amount of the calls<br> then made upon the shares concerned, the Company may pay interest at a rate agreed between the Member paying such sum and the Directors<br> provided that such rate may not exceed eight per cent (8%) per annum without the sanction of the Company in general meeting. Capital<br> paid on shares in advance of calls shall not whilst carrying interest confer a right to participate in profits and until appropriated<br> towards satisfaction of any call shall be treated as a loan to the Company and not as part of its capital and shall be repayable<br> at any time if the Directors so decide.	Payment in advance of calls
FORFEITURE OF SHARES
47.	If a Member fails to pay<br> the whole or any part of any call or instalment of a call by or on the day appointed for payment thereof, the Directors may,<br> at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment<br> of so much of the call or instalment as is unpaid, together with any interest which may have accrued thereon and any expenses incurred<br> by the Company by reason of such non-payment.	Notice requiring payment of unpaid calls
48.	The notice shall name a<br> further day (not being less than fourteen (14) days from the date of service of the notice) on or before which the payment<br> required by the notice is to be made. It shall also name the place where payment is to be made and shall state that, in the event<br> of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.	Notice to state time and place of payment

49.	If the requirements of<br> any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter,<br> before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect.	Forfeiture of shares for non-compliance<br> with notice
50.	A forfeiture of shares<br> shall include all dividends in respect of the shares not actually paid before the forfeiture notwithstanding that they shall have<br> been declared.	Forfeiture to include all dividends
51.	The Directors may accept<br> a surrender of any share liable to be forfeited hereunder.	Directors may accept surrender in lieu
52.	The forfeiture or surrender<br> of a share shall involve the extinction at the time of forfeiture or surrender of all interest in and all claims and demands against<br> the Company in respect of the share, and all other rights and liabilities incidental to the share as between the Member whose share<br> is forfeited or surrendered and the Company, except only such of those rights and liabilities as are by this Constitution expressly<br> saved, or as are by the Act given or imposed in the case of past Members.	Extinction of forfeited share
53.	Notwithstanding any such<br> forfeiture, the Directors may, at any time before the forfeited share has been otherwise disposed of, annul the forfeiture, upon<br> the terms of payment of all calls and interest due thereon and all expenses incurred in respect of the share and upon such further<br> terms (if any) as they shall see fit.	Directors may allow forfeited share to be redeemed
54.	A share so forfeited or<br> surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who<br> was before such forfeiture or surrender the holder thereof or entitled thereto or to any other person, on such terms and in such<br> manner as the Directors think fit and at any time before a sale or disposition, the forfeiture or surrender may be cancelled on such<br> terms as the Directors think fit. To give effect to any such sale, re-allotment or other disposition, the Directors are empowered<br> to or may authorise some other person to transfer the shares to the purchaser.	Sale of forfeited shares
55.	The Company may receive<br> the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour<br> of the person to whom the share is sold or disposed and he shall thereupon be registered as the holder of the share and shall not<br> be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity<br> or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.	Company may receive consideration of sale
56.	If any shares are forfeited<br> and sold, any residue after the satisfaction of the unpaid calls and accrued interest and expenses, shall be paid to the person whose<br> shares have been forfeited, or his executors, trustees, administrators or assignees or as he directs.	Application of residue of proceeds of forfeiture
57.	A person whose shares have<br> been forfeited or surrendered shall cease to be a Member in respect of the shares, but shall, notwithstanding such forfeiture or<br> surrender, remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by him to the<br> Company in respect of the shares with interest thereon at the rate of ten per cent (10%) per annum (or such lower rate as the Directors<br> may approve) from the date of the forfeiture or surrender until payment in respect of the shares; but his liability shall cease if<br> and when the Company shall have received payment in full of all such moneys in respect of the shares. The Directors may at their<br> absolute disclosure enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or waive<br> payment either wholly or in part.	Liabilities of Members whose shares forfeited

58.	Notice of any<br> forfeiture shall forthwith be given to the holder of the share forfeited or to the person entitled by transmission to the share forfeited<br> as the case may be. An entry of the forfeiture with the date thereof and the fact of the notice given shall be made in the Register<br> of Members opposite the share. The provisions of this regulation are directory only, and no forfeiture shall be in any manner invalidated<br> by any omission to give such notice or to make such entry as aforesaid.		Notice of forfeiture
LIEN ON SHARES
59.	(1)	The Company shall have<br> a first and paramount lien and charge on (a) all the shares not fully paid up in the name of a Member (whether solely or jointly<br> with others) and all dividends, interest and other distributions from time to time declared in respect of such shares; and (b) the<br> shares not fully paid up in the name of a single person for all moneys presently payable by the person or the person’s estate<br> to the Company. The Directors may waive any lien which has arisen and may resolve that any share shall for some limited period be<br> exempt wholly or partially from the provisions of this regulation.	Company’s lien
	(2)	No Member shall be entitled<br> to receive any dividend or to exercise any privileges as a Member until he shall have paid all calls for the time being due and payable<br> on every share held by him, whether along or jointly with any other person, together with interest and expenses (if any).
60.	For the purpose<br> of enforcing such lien, the Directors may sell all or any of the shares subject thereto in such manner as they think fit, but no<br> sale shall be made unless some sum in respect of which the lien exists is presently payable and until a notice in writing stating<br> the amount due and demanding payment and giving notice of intention to sell in default, shall have been served in such a manner as<br> the Directors shall think fit on such Member or the person (if any) entitled by transmission to the shares, and default in payment<br> shall have been made by him or them for fourteen (14) days after such notice. To give effect to any such sale or other disposition,<br> the Directors are empowered or may authorise some other person to transfer the shares to the purchaser.		Sale of shares subject to lien
61.	The net proceeds<br> of any such sale shall be applied in or towards satisfaction of the unpaid calls and accrued interest and expenses due from the Member<br> to the Company in respect of the shares and the residue (if any) shall be paid to the person whose shares have been forfeited or<br> his executors, trustees, administrators or assignees or as he directs; Provided always that the Company shall be entitled to a lien<br> upon such residue in respect of any money due to the Company but not presently payable like to that which it had upon the shares<br> immediately before the sale thereof.		Application of proceeds of sale
62.	To give effect<br> to any such sale, the Directors may authorise some person to transfer the shares sold to the purchaser and the Directors may enter<br> the purchaser’s name in the Register of Members as holder of the shares and the purchaser shall not be bound to see to the<br> regularity or validity of the transfer or be affected by any irregularity or invalidity in the proceedings or be bound to see to<br> the application of the purchase money. After his name has been entered in the Register of Members the validity of the sale shall<br> not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company<br> exclusively.		Transfer and title to shares sold
63.	A statutory<br> declaration in writing by a Director that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company<br> on a date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be<br> entitled to the share, and such declaration and the receipt of the Company of the consideration (if any) given for the share on the<br> sale, re-allotment or disposal thereof, together with the certificate under seal for the share delivered to a purchaser or allottee<br> thereof, shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person<br> to whom the share is sold, re-allotted or disposed of shall be entered in the Register of Members as the holder of the share in respect<br> of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be<br> affected by any irregularity or invalidity in the forfeiture, surrender, sale, re-allotment or disposal of the share.		Statutory declaration that share duly forfeited

CONVERSION OF SHARES INTO STOCK
64.	The Company<br> may from time to time by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert<br> such stock into paid up shares.		Conversion from share to stock and back to share
65.	When any shares<br> have been converted into stock, the several holders of such stock may transfer their respective interests therein or any part of<br> such interests in such manner as the Company in general meeting shall direct, but in the absence of such direction, the respective<br> interests may be transferred in the same manner and subject to the same regulations as the shares from which the stock arose would<br> have been transferred prior to conversion or as near thereto as circumstances will admit. But the Directors may if they think fit<br> from time to time fix the minimum number of stock units transferable.		Transfer of stock
66.	The holders<br> of stock shall, according to the number of stock units held by them, have the same rights, privileges and advantages as regards dividend,<br> return of capital, voting and other matters as if they held the shares from which the stock arose, but no such privilege or advantage<br> (except as regards dividend and return of capital and the assets on winding up) shall be conferred by the number of stock units which<br> would not, if existing in shares, have conferred that privilege or advantage, and no such conversion shall affect or prejudice any<br> preference or other special privileges attached to the shares so converted.		Rights of stock-holders
67.	All such provisions<br> of this Constitution as are applicable to paid up shares shall apply to stock and in all such provisions the words ‘share’<br> and ‘shareholder’ shall include ‘stock’ and ‘stockholder’.		Interpretation
CLASS A SHARES AND CLASS B SHARES
68.	(1)	The rights attaching to<br> all shares shall rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote<br> together as a single class on all matters (subject to regulation 12) with the exception that the holder of a Class B Share shall<br> have the conversion rights and voting rights referred to in this regulation.	Rights attaching to shares
	(2)	Subject to the Act, this<br> Constitution and to any special rights or restrictions as to voting attached to any class of shares, every such Member shall have<br> one vote for every Class A Share of which he is the holder and three (3) votes for every Class B Share of which<br> he is the holder.	Voting Rights of Class A Shares and Class B<br> Shares
	(3)	Subject to the Act, on<br> the date of any Class B Transfer, whether or not for value, by a Permitted Class B Owner, other than a Permitted Transfer,<br> the Class B Shares held by such Permitted Class B Owner shall be automatically converted to Class A Shares at the<br> Conversion Ratio (as may be adjusted pursuant to regulation 68(8)), effective immediately upon such Class B Transfer (“Automatic Conversion Date”), and the person entitled to receive the Class A Shares upon such conversion shall be treated for<br> all purposes as the record holder of such Class A Shares on such date.	Automatic conversion of Class B Shares

(4)	Subject to<br> the Act, each Class B Share shall automatically be converted to Class A Shares at the Conversion Ratio (as may be adjusted<br> pursuant to regulation 68(8)), without further action by the Company or the holder thereof upon the earliest to occur of the following:		Automatic conversion of all Class B Shares
	(a)	5:00 p.m., Singapore<br> time, on the first (1^st^) day following such date on which the Founder is no longer serving as a director or an officer<br> of the Company;
	(b)	the death or Incapacity<br> of the Founder; and
	(c)	such time as the number<br> of outstanding Class B Shares is less than 50% the total number of outstanding Class B Shares as of immediately following<br> the completion of the amalgamation between Horizon Quantum Computing Pte. Ltd. and Rose Acquisition Pte. Ltd., as equitably adjusted<br> for share splits, reverse share splits, share dividends, reorganizations, consolidations, exchanges of shares or other like changes<br> or transactions with respect to the ordinary shares.
(5)	In<br> the event of an automatic conversion pursuant to regulation 68(3) or (4), each holder of<br> the relevant Class B shares shall surrender its/his certificate for Class B Shares being<br> converted (or, if such certificate(s) have been lost or destroyed, such evidence of title<br> and such indemnity as the Directors may reasonably require) to the Company at the registered<br> office of the Company within five (5) days of receipt of the Automatic Conversion Date, failing<br> which, the Directors may issue a new certificate for such converted Shares distinguishing<br> such certificate in such manner as they may think fit from the certificate not so delivered<br> up. All rights with respect to the Class B Shares converted pursuant to regulation 68(3)<br> or (4), including the rights, if any, to receive notices and vote in respect of the Class<br> B Shares so converted will terminate on the Automatic Conversion Date (notwithstanding the<br> failure of the holder of holders thereof to surrender any certificates for such Class B Shares).		Procedure for automatic conversion of Class B<br> Shares
(6)	Notwithstanding<br> the other provisions in this Constitution, each Class B Share shall be convertible into one Class A Share the (“Conversion Ratio”) at any time at the option of the holder of that Class B Share.		Conversion of Class B Shares at the option of<br> the holder
(7)	Each holder<br> of Class B Shares who elects to convert its Class B Shares into Class A Shares shall surrender the relevant share<br> certificate or certificates thereof at the registered office of the Company, and shall, at the time of such surrender, give written<br> notice to the Company that such holder has elected to convert the same and shall state in such notice the number of Class B<br> Shares being converted (disregarding fractional shares), which shall be converted within ten (10) Business Days after receipt<br> of such notice and the accompanying share certificates by the Company (or agreement for indemnification satisfactory to the Board<br> in the case of a lost certificate).		Procedure for conversion of Class B Shares at<br> the option of the Holder
(8)	The Conversion<br> Ratio may be adjusted by the Board as necessary from time to time in order to account for any subdivision (by share split, subdivision,<br> exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share split,<br> share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of<br> the Class A Shares in issue into a greater or lesser number of shares without there being a proportionate and corresponding<br> subdivision, combination or similar reclassification or recapitalisation of the Class B Shares in issue.		Adjustments to Conversion Ratio
(9)	Subject to<br> any the Act, a conversion of Class B Shares pursuant to this regulation shall not require any further authority from the directors,<br> the members or the holder(s) of any class of Shares and such conversion shall not be subject to the requirements of regulation<br> 12.

(10)	References in this regulation<br> to “converted” or “conversion” shall mean a conversion of Class B Shares to Class A Shares as described<br> above.
(11)	For the avoidance of doubt,<br> the holder of the Class B Shares shall not be required to make any payment whatsoever to the Company for the conversion of the<br> Class B Shares to Class A Shares.
ALTERATIONS OF CAPITAL
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69.	(1)	Subject to<br> this Constitution, the provisions of the Act and any resolutions of the Company in a general meeting passed pursuant thereto, the<br> issue of new shares shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation),<br> grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper. The Directors<br> shall also have the power to issue shares for which no consideration is payable and/or capitalise any undivided profits or other<br> moneys of the Company not required for the payment or provision of any dividend on any shares entitled to cumulative or non-cumulative<br> preferential dividends (including profits or other moneys carried and standing to any reserve or reserves) and to apply such profits<br> or other moneys in paying up in full new shares, in each case on terms that such shares shall, upon issue, be held by or for the<br> benefit of participants of any share incentive or option scheme or plan implemented by the Company and approved by the Members in<br> a General Meeting and on such terms as the Directors shall think fit.		Issue of new shares
	(2)	Except so far<br> as otherwise provided by the conditions of issue or by this Constitution, all new shares shall be subject to the provisions of the<br> Statutes and of this Constitution with reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and otherwise.
70.	Notwithstanding<br> regulation 69 above but subject to the Act, the Directors shall not be required to offer any new shares or make or grant any instruments<br> to Members to whom by reason of foreign securities laws such offer of shares or making or granting of instruments may not be made<br> without registration of the shares or instruments or a prospectus or other document, but may, at their absolute discretion and on<br> such terms and conditions as the Directors deem fit, sell the entitlements to the new shares on behalf of such Members in such manner<br> as they think most beneficial to the Company.
71.	Subject to<br> any directions that may be given in accordance with the powers contained in this Constitution, any capital raised by the creation<br> of new shares shall be considered as part of the original capital as consisting of ordinary shares and shall be subject to the same<br> provisions with reference to the payment of calls, transfer, transmission, forfeiture, lien and otherwise as if it had been part<br> of the original capital.			Capital raised deemed original capital
72.	(1)	The Company<br> may by Ordinary Resolution or as otherwise permitted by the provisions of the Statutes:		Power to consolidate, cancel and sub-divide shares
		(a)	consolidate and divide<br> all or any of its shares;
		(b)	subdivide its shares or<br> any of them (subject nevertheless to the provisions of the Statutes and this Constitution) provided always that in such subdivision<br> the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case<br> of the share from which the reduced share is derived;

		(c)	cancel any shares which,<br> at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person or which have been forfeited<br> and diminish the amount of its capital by the number of the shares so cancelled; and
		(d)	subject to the provisions<br> of the Statutes, convert its share capital or any class of shares from one currency to another currency.
	(2)	The Company<br> may by Special Resolution and subject to and in accordance with the Statutes, convert one class of shares into another class of shares.		Power to convert shares.
73.	(1)	The Company<br> may reduce its share capital or any undistributable reserve in any manner, subject to any requirements and consents required by law.		Reduction of share capital
	(2)	Subject to<br> and in accordance with the provisions of the Act, (where applicable) the rules and regulations of the Designated Stock Exchange and<br> any applicable legislation or regulation, the Company may authorise the Directors in general meeting to purchase or otherwise acquire<br> ordinary shares, stocks, preference shares, options, debentures, debenture stocks, bonds, obligations, securities, and all other<br> equity, derivative, debt and financial instruments issued by it on such terms as the Company may think fit and in the manner prescribed<br> by the Act. The Company may deal with any such share which is so purchased or acquired by the Company in such manner as may be permitted<br> by, and in accordance with, the Act (including without limitation, to hold such share as a treasury share). Without prejudice to<br> the foregoing, upon cancellation of shares purchased or otherwise acquired by the Company pursuant to this Constitution and the Act,<br> the number of issued shares of the Company shall be diminished by the number of shares so cancelled, and where any such cancelled<br> shares were purchased or acquired out of the capital of the Company, the amount of the share capital of the Company shall be reduced<br> accordingly.		Power to repurchase shares
GENERAL MEETINGS
74.	Save as otherwise<br> permitted under the Act, an annual general meeting shall be held in accordance with the requirements of the Act and, where applicable,<br> the listing rules of any securities exchange upon which the shares in the Company are listed, at such time and place as may be determined<br> by the Directors, but not more than six (6) months shall be allowed to elapse between the end of each financial year and such<br> general meeting, unless the Registrar of Companies authorises an extension of time to hold such general meeting or as otherwise permitted<br> by the Act. All general meetings other than annual general meetings shall be called extraordinary general meetings. The time and<br> place of any general meeting shall be determined by the Directors.			Annual general meetings and extraordinary general meetings
75.	The Directors<br> may whenever they think fit convene an extraordinary general meeting and an extraordinary general meeting shall also be convened<br> on such requisition by Members in accordance with the Act or in default may be convened by such requisitionist as provided for under<br> the Act. If at any time there are not within Singapore sufficient Directors capable of action to form a quorum at a meeting of Directors,<br> any Director may convene an extraordinary general meeting in the same manner as nearly as possible as that in which such a meeting<br> may be convened by the Directors.			Calling for extraordinary general meetings
NOTICE OF GENERAL MEETINGS
76.	Any general<br> meeting at which it is proposed to pass Special Resolutions or (save as provided by the Statutes and the regulations of the Designated<br> Stock Exchange) a resolution of which special notice has been given to the Company pursuant to the Act, shall be called by at least<br> twenty-one (21) clear days’ notice in writing. An annual general meeting or any other general meeting shall be called<br> by at least fourteen (14) clear days’ notice in writing. The notice must specify the place, the day and the<br> hour of the meeting. Such notice shall be given in the manner hereinafter mentioned to all Members other than those who are not under<br> the provisions of this Constitution and the Act entitled to receive such notices from the Company. The period of notice shall be<br> exclusive of the day on which it is served or deemed to be served and of the day on which the meeting is to be held.			Notice of meeting

	Subject to<br> the provisions of the Act and, where applicable, the rules and regulations of the Designated Stock Exchange, notwithstanding that<br> it has been called by a shorter notice than that specified above, a general meeting shall be deemed to have been duly called if it<br> is agreed:		Shorter notice
	(a)	in the case of an annual<br> general meeting by all the Members entitled to attend and vote thereat; and
	(b)	in the case of an extraordinary<br> general meeting by a majority in number of the Members having a right to attend and vote thereat, being a majority together holding<br> not less than ninety-five per cent (95%) of the total voting rights of all the Members having a right to vote at that meeting.
	Provided also<br> that the accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to<br> receive notice shall not invalidate the proceedings at the meeting.		Accidental omission
77.	Notice of every<br> general meeting shall be given in any manner authorised by this Constitution to:		Persons to whom notice of meeting is to be given
	(a)	every Member holding shares<br> conferring the right to attend and vote at the meeting who at the time of the convening of the meeting shall have paid all calls<br> or other sums presently payable by him in respect of shares;
	(b)	every person entitled to<br> a share in consequence of the death or bankruptcy or otherwise of a Member who but for the same would be entitled to receive notice<br> of the meeting;
	(c)	every Director;
	(d)	the Auditors, without prejudice<br> to regulation 176; and
	(e)	where applicable, the Designated<br> Stock Exchange.
	No other person<br> shall be entitled to receive notices of general meetings; Provided always that if the meeting is called for the alteration of the<br> objects of the Company, the notice shall comply with the provisions of Section 33 of the Act regarding notices to debenture<br> holders.
78.	There shall<br> appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint<br> a proxy to attend and to vote instead of him and that such proxy need not be a Member.		Contents of notice for general meeting
79.	Routine business<br> shall mean and include only business transacted at an annual general meeting of the following classes, that is to say:		Routine and special business
	(a)	laying before the Company<br> the financial statements, the Directors’ statement, the Auditor’s report and other documents required to be attached<br> to the financial statements;

	(b)	appointing or re-appointing<br> Directors to fill vacancies arising at the meeting on retirement;
	(c)	fixing of the fees of Directors<br> proposed to be paid under regulation 103(1);
	(d)	declaring dividends; and
	(e)	appointing or re-appointing<br> Auditors and fixing the remuneration of the Auditors or determining the manner in which such remuneration is to be fixed.
	Any notice<br> of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution<br> on the Company in respect of such special business.
80.	In the case<br> of any general meeting at which business other than routine business is to be transacted (special business), the notice shall specify<br> the general nature of the special business, and if any resolution is to be proposed as a Special Resolution or as requiring special<br> notice, the notice shall contain a statement to that effect.		Notice to specify nature of special business
PROCEEDINGS AT GENERAL MEETINGS
81.	No business<br> other than the appointment of a chairman shall be transacted at any general meeting unless a quorum is present at the time when the<br> meeting proceeds to business. Save as herein otherwise provided, the quorum at any general meeting shall be one or more persons holding,<br> or represented by proxy or by attorney, not less than one-third of the issued ordinary shares of the Company.		Quorum
82.	If within half<br> an hour from the time appointed for the holding of a general meeting (or such longer interval as the chairman of the meeting may<br> think fit to allow) a quorum is not present, the meeting if convened on the requisition of Members shall be dissolved. In any other<br> case, it shall stand adjourned to the same day in the next week (or if that day is a public holiday then the next business day<br> following that public holiday) at the same time and place or to such other day, time or place as the Directors may determine.<br> If at the adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting<br> shall be dissolved.		Adjournment if quorum not present
83.	The Chairman<br> of the Board or, in his absence, the Deputy Chairman (if any) shall preside as Chairman at every general meeting, but if there be<br> no such Chairman or Deputy Chairman, or if at any meeting he shall not be present within fifteen (15) minutes after the time<br> appointed for holding the same, or shall be unwilling to act as Chairman, the Members present shall choose some Director, or if no<br> Director be present, or if all the Directors present decline to take the chair, one of themselves to be Chairman of the meeting.<br> In the case of equality of votes, the Chairman of the meeting shall not be entitled to a casting vote.		Chairman
84.	The Chairman<br> of the meeting may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn<br> the meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned<br> meeting other than the business left unfinished at the meeting from which the adjournment took place. Where a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for thirty (30) days<br> or more or sine die, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid<br> it shall not be necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.		Adjournment by chairman

85.	All resolutions at general<br> meetings shall be voted by poll (unless such requirement is waived by the Designated Stock Exchange).	Mandatory Polling
	A declaration by the Chairman<br> that a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the<br> minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of<br> or against the resolution.
86.	A poll shall be taken in<br> such manner (including the use of ballot or voting papers or tickets) as the Chairman of the meeting may direct. In case of any dispute<br> as to the admission or rejection of a vote, the Chairman shall determine the same and such determination made in good faith shall<br> be final and conclusive. The Chairman of the meeting may (and where applicable, if required by the rules and regulations of the Designated<br> Stock Exchange or if so directed by the meeting shall) appoint scrutineer(s) and may adjourn the meeting to some place and time<br> fixed by him for the purpose of declaring the result of the poll.	How a poll is to be taken
87.	Subject to the rules and<br> regulations of the Designated Stock Exchange (where applicable), if at any general meeting any votes shall be counted which ought<br> not to have been counted or might have been rejected, or if votes are not counted which ought to have been counted, the error shall<br> not vitiate the result of the vote unless it is pointed out at the same meeting at which the vote is taken or at any adjournment<br> thereof, and is in the opinion of the Chairman of sufficient magnitude to vitiate the result of the voting. The decision of the Chairman<br> of the meeting on such matters shall be final and conclusive.	Error in counting votes
88.	The Members may, if the<br> Directors at their absolute discretion deem fit, participate at a general meeting by telephone or video conference or by means of<br> similar communication equipment whereby all persons participating in the meeting are able to hear and, if applicable, see each other<br> and such participation shall constitute presence in person at such meeting and Members (or their proxy or, in the case of a corporation,<br> their respective corporate representatives) so participating shall be counted in the quorum for the meeting. Such a meeting shall<br> be deemed to take place where the largest group of Members (or their proxy, or in the case of a corporation, their respective corporate<br> representatives) present for purposes of the meeting is assembled or, if there is no such group, where the Chairman of the meeting<br> is present.	Meetings via electronic means
89.	Subject to any additional<br> requirements as may be imposed by the Act or as set forth in this Constitution, all resolutions of the Members shall be adopted by<br> a simple majority of votes of the Members personally present or represented by proxy, attorney or representative appointed, and entitled<br> to vote at such general meeting.
VOTES OF MEMBERS
90.	Subject and without prejudice<br> to any special privileges or restrictions as to voting for the time being attached to any special class of shares for the time being<br> forming part of the capital of the Company and to regulation 10, each Member entitled to vote may vote in person or by proxy or by<br> attorney or (in the case of a corporation) by an authorised representative. A person entitled to more than one (1) vote need<br> not use all his votes or cast all the votes he uses in the same way.	Voting rights of Members
91.	A Member who is mentally<br> disordered or whose person or estate is liable to be dealt with in any way under the law relating to mental capacity may vote, whether<br> on a show of hands or on a poll, by his committee, curator bonis or such other person as properly has the management of his estate<br> and any such committee, curator bonis or other person may vote by proxy or attorney, but no person claiming to vote pursuant to this<br> regulation shall do so unless such evidence as the Directors may require of his authority shall have been deposited at the Office<br> not less than seventy-two (72) hours before the time for holding the meeting at which he wishes to vote.	Voting rights of Members who are mentally disordered

92.	In the case<br> of joint Members, any one (1) of such Members may vote and be reckoned in a quorum at any general meeting, whether in person<br> or by proxy, but if more than one (1) such Member is present at the meeting, then in voting upon any question, the vote of the<br> senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered<br> holders of the share and for this purpose seniority shall be determined by the order in which the names stand in the Register of<br> Members. Several executors, trustees or administrators of a deceased Member in whose name any share stands shall for the purpose<br> of this regulation be deemed joint holders thereof.				Voting rights of joint holders
93.	Save as expressly<br> provided herein or in the Act, no person other than a Member duly registered, and only in respect of shares upon which all calls<br> due to the Company have been paid, shall be entitled to be present or to vote on any question, either personally or by proxy, attorney<br> or representative at any general meeting.				Right to vote
94.	(1)	Subject to<br> the provisions of the Statutes, a Member may appoint more than two (2) proxies to attend, speak and vote at the same general<br> meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such Member, and<br> the proxy form shall specify the number and class of shares in relation to which each proxy has been appointed.			Appointment of proxies
	(2)	The Company<br> shall be entitled and bound, in determining rights to vote and other matters in respect of a completed instrument of proxy submitted<br> to it, to have regard to the instructions (if any) given by and the notes (if any) set out in the instrument of proxy.			Notes and instructions
	(3)	A proxy or<br> attorney need not be a Member.			Proxy need not be a Member
	(4)	Voting right(s) attached<br> to any shares in respect of which a Member has not appointed a proxy may only be exercised at the relevant general meeting by the<br> Member personally or by his attorney, or in the case of a corporation by its representative.
	(5)	A Member who<br> has deposited an instrument appointing any number of proxies to vote on his behalf at a general meeting shall not be precluded from<br> attending and voting in person at that general meeting. Any such appointment of all the proxies concerned shall be deemed to be revoked<br> upon the attendance of the Member appointing the proxy/proxies at the relevant general meeting.			Attendance of Member at meeting
95.	(1)	An instrument<br> appointing a proxy shall be in writing in any usual or common form or in any other form which the Directors may approve and:			Execution of proxies
		(a)	in<br> the case of an individual, shall be:
			(i)	signed by the appointor or his attorney<br> if the instrument is delivered personally or sent by post; or
			(ii)	authorised by that individual through such<br> method and in such manner as may be approved by the Directors, if the instrument is submitted by electronic communication; and
		(b) in<br> the case of a corporation, shall be:
			(i)	either given under its common seal, executed<br> as a deed in accordance with the Act or signed on its behalf by an attorney or a duly authorised officer of the corporation, or in<br> some other manner approved by the Directors, if the instrument is delivered personally or sent by post; or
			(ii)	authorised by that corporation through<br> such method and in such manner as may be approved by the Directors, if the instrument is submitted by electronic communication.

		The Directors<br> may, for the purposes of this regulation, designate procedures for authenticating any such instrument, and any such instrument not<br> so authenticated by use of such procedures shall be deemed not to have been received by the Company.
	(2)	The signature<br> on, or authorisation of, such instrument need not be witnessed. Where an instrument appointing a proxy is signed or authorised on<br> behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration<br> with the Company) be lodged with the instrument of proxy pursuant to regulation 96(1), failing which the instrument may be treated<br> as invalid.		Witness and authority
	(3)	The Directors<br> may, in their absolute discretion:		Directors may approve method and manner, and designate<br> procedure, for electronic communications
		(a)	approve the method and<br> manner for an instrument appointing a proxy to be authorised; and
		(b)	designate the procedure<br> for authenticating an instrument appointing a proxy,
		as contemplated<br> in regulations 95(1)(a)(ii) and 95(1)(b)(ii) for application to such Members or class of Members as they may determine.<br> Where the Directors do not so approve and designate in relation to a Member (whether of a class or otherwise), regulation 95(1)(a)(i) and/or<br> (as the case maybe) regulation 95(1)(b)(i) shall apply.
96.	(1)	An instrument<br> appointing a proxy:		Deposit of proxies
		(a)	if sent personally or by<br> post, must be left at such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in<br> any document accompanying the notice convening the meeting (or, if no place is so specified, at the Office); or
		(b)	if submitted by electronic<br> communication, must be received through such means as may be specified for that purpose in or by way of note to or in any document<br> accompanying the notice convening the meeting,
		and in either<br> case, not less than seventy-two (72) hours before the time appointed for the holding of the meeting or adjourned meeting at<br> which it is to be used, and in default shall not be treated as valid. The instrument shall, unless the contrary is stated thereon,<br> be valid as well for any adjournment of the meeting as for the meeting to which it relates; Provided always that an instrument of<br> proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered in accordance with this<br> regulation 96 for the purposes of any meeting shall not be required again to be delivered for the purposes of any subsequent meeting<br> to which it relates.

	(2)	The Directors may, in their<br> absolute discretion, and in relation to such Members or class of Members as they may determine, specify the means through which instruments<br> appointing a proxy may be submitted by electronic communications, as contemplated in regulation 96(1)(b). Where the Directors do<br> not so specify in relation to a Member (whether of a class or otherwise), regulation 96(1)(a) shall apply.	Directors may specify means for<br> electronic communications
	(3)	In the event that forms<br> of proxy are sent to Members together with any notice of meeting, the accidental omission to include the form of proxy to, or the<br> non-receipt of such form of proxy by, any person entitled to receive a notice of meeting shall not invalidate any resolution passed<br> or any proceeding at any such meeting.	Accidental omission of proxy form
	(4)	An instrument appointing<br> a proxy shall be deemed to include the right to demand or join in demanding a poll, to move any resolution or amendment thereto and<br> to speak at the meeting.	Rights of proxies
97.	Unless otherwise<br> directed by the Chairman of the meeting, a vote cast by proxy shall not be invalidated by the previous death or mental disorder of<br> the principal or by the revocation of the appointment of the proxy or of the authority under which the appointment was made, Provided<br> always that no intimation in writing of such death, mental disorder or revocation shall have been received by the Company at the<br> Office at least one (1) hour before the commencement of the meeting or adjourned meeting the time appointed for the taking of<br> the poll at which the vote is cast.		Intervening death or mental disorder of Member
98.	Any corporation<br> which is a Member may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its<br> representative at any meeting of the Company or of any class of Members and the persons so authorised shall be entitled to exercise<br> the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member and such corporation<br> shall for the purposes of this Constitution (but subject to the Act) be deemed to be present in person at any such meeting if a person<br> so authorised is present in such capacity thereat. The Company shall be entitled to treat a certificate under the seal of the corporation<br> as conclusive evidence of the appointment or revocation of appointment of a representative under this regulation.		Corporations acting via representative
99.	No objection<br> shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given<br> or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall<br> be referred to the Chairman of the meeting whose decision as to its validity shall be final and conclusive.		Objections
100.	Subject to<br> this Constitution and any applicable legislation, the Board may, at its sole discretion, approve and implement, subject to such security<br> measures as may be deemed necessary or expedient, such voting methods to allow Members who are unable to vote in person at any general<br> meeting the option to vote in absentia, including but not limited to voting by mail, electronic mail, or facsimile.		Voting in absentia
DIRECTORS
101.	Subject to<br> the Act and, where applicable, to the rules and regulations of the Designated Stock Exchange, the number of Directors, all of whom<br> shall be natural persons, shall not be less than two (2).		Number of Directors
102.	A Director<br> need not be a Member and shall not be required to hold any shares of the Company by way of qualification. A Director who is not a<br> Member shall nevertheless be entitled to receive notice of, attend and speak at all general meetings of the Company.		Qualifications

103.	(1)	The fees of the Directors<br> shall be determined from time to time by an Ordinary Resolution of the Company and such fees shall (unless such resolution otherwise<br> provides) not be increased except pursuant to an Ordinary Resolution passed at a general meeting where notice of the proposed increase<br> shall have been given in the notice convening the meeting. Such fees shall (unless such resolution otherwise provides) be divided<br> among the Directors in such proportions and manner as they may agree and in default of agreement equally, except that in the latter<br> event any Director who shall hold office for part only of the period in respect of which such fee is payable shall be entitled only<br> to rank in such division for the proportion of fee related to the period during which he has held office.	Fees for Directors
	(2)	Any Director who holds<br> any executive office or serves on any committee or who otherwise performs or renders services, which in the opinion of the Directors<br> are outside the scope of his ordinary duties as a Director, may, subject to the Act, be paid such extra remuneration as the Directors<br> may determine, subject however as is hereinafter provided in this regulation. Such extra remuneration may be made payable to such<br> Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by a lump sum or<br> by way of salary.	Extra remuneration
104.	The Directors<br> shall be entitled to be repaid all travelling or such reasonable expenses as may be incurred in attending and returning from meetings<br> of the Directors or of any committee of the Directors or general meetings or otherwise howsoever in or about the business of the<br> Company, in the course of the performance of their duties as Directors.		Reimbursement of expenses
105.	The Directors<br> may procure the establishment and maintenance of or participate in or contribute to any non-contributory or contributory pension<br> or superannuation fund or life assurance scheme or any other scheme whatsoever for the benefit of and pay, provide for or procure<br> the grant of donations, gratuities, pensions, allowances, benefits or emoluments to any persons (including Directors and other officers)<br> who are or shall have been at any time in the employment or service of the Company or of the predecessors in business of the Company<br> or of any subsidiary company, and the wives, widows, families or dependants of any such persons. The Directors may also procure the<br> establishment and subsidy of, or subscription and support to, any institutions, associations, clubs, funds or trusts calculated to<br> be for the benefit of any such persons as aforesaid or otherwise to advance the interests and well-being of the Company or of any<br> such other company as aforesaid or of its Members and payment for or towards the insurance of any such persons as aforesaid, and<br> subscriptions or guarantees of money for charitable or benevolent objects or for any exhibition or for any public, general or useful<br> object.		Benefits for employees
106.	(1)	Other than the office of<br> auditor, a Director may hold any other office or place of profit in the Company and he or any firm of which he is a member or any<br> company of which he is a Director or shareholder may act in a professional capacity for the Company in conjunction with his office<br> of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. Subject to the Act,<br> no Director or intending Director shall be disqualified by his office from contracting or entering into any arrangement with the<br> Company whether as vendor, purchaser, lessor, lessee, mortgagor, mortgagee, manager, agent, broker or otherwise howsoever nor shall<br> such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall<br> be in any way interested whether directly or indirectly be avoided nor shall any Director so contracting or being so interested be<br> liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding<br> that office or of the fiduciary relation thereby established. Provided always that he has complied with the requirements of Section 156<br> of the Act as to disclosure.	Power of Directors to hold office of profit and to<br> contract with Company
	(2)	Every Director and any<br> relevant officer of the Company (to whom Section 156 of the Act applies) shall observe the provisions of Section 156 of<br> the Act relating to the disclosure of the interests in transactions or proposed transactions with the Company or of any office or<br> property held by him which might create duties or interests in conflict with his duties or interests as a Director or such officer<br> (as the case may be). Subject to such disclosure, a Director shall be entitled to vote in respect of any transaction or arrangement<br> in which he is interested and he shall be taken into account in ascertaining whether a quorum is present.	Directors and Chief Executive Officer to observe Section 156<br> of the Act

107.	(1)	A Director may be or become a director of, or hold<br> any office or place of profit (other than as auditor), or be otherwise interested in any company in which the Company may be interested<br> as vendor, purchaser, shareholder or otherwise and such Director shall not be accountable for any fees, remuneration or other benefits<br> received by him as a Director or officer of, or by virtue of his interest in such other company unless the Company otherwise directs.	Holding of office in other companies
	(2)	Subject always to regulation 106(2), the Directors<br> may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects<br> as the Directors think fit in the interests of the Company (including the exercise thereof in favour of any resolution appointing<br> the Directors or any of them to be directors of such company or voting or providing for the payment of remuneration to the directors<br> of such company) and any such director of the Company may vote in favour of the exercise of such voting powers in the manner aforesaid<br> notwithstanding that he may be or be about to be appointed a director of such other company.	Directors may exercise voting power conferred by Company’s<br> shares in another company
108.		The Company in general meeting may, subject to the<br> provisions of this Constitution and any requirements of the Act, by Ordinary Resolution of which special notice has been given to<br> all Members entitled to receive notices, from time to time remove any Director before the expiration of his period of office (notwithstanding<br> anything in this Constitution or in any agreement between the Company and such Director) and appoint another person in place of the<br> Director so removed, and may increase or reduce the number of Directors, and may alter their share qualifications (if any). Such<br> removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between<br> him and the Company. In default of such appointment the vacancy so arising may be filled by the Directors as a casual vacancy in<br> accordance with regulation 112. Until otherwise determined by a general meeting, there shall be no maximum number of Directors.	Removal of Director and change in number of Directors
109.		Subject as herein otherwise provided, the office of<br> a Director shall be vacated in any of the following events, namely:	Vacation of office of Director
	(a)	if he is prohibited by law from acting as a Director;
	(b)	if he ceases to be a Director by virtue of any of the<br> provisions of the Act;
	(c)	if (not being a Director holding any executive office<br> for a fixed term) he shall resign by writing under his hand left at the Office or if he shall in writing offer to resign and the<br> Directors shall resolve to accept such offer;
	(d)	if a bankruptcy order is made against him or if he<br> suspends payments or makes any arrangement or composition with his creditors generally;
	(e)	if he becomes mentally disordered and incapable of<br> managing himself or his affairs or if in Singapore or elsewhere an order shall be made by any court claiming jurisdiction in that<br> behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or for the appointment<br> of a receiver or other person (by whatever name called) to exercise powers with respect to his property or affairs;

	(f)	if he becomes disqualified<br> from acting as a director by virtue of his disqualification or removal or the revocation of his appointment as a director, as the<br> case may be, under any applicable laws;
	(g)	if he absents himself from<br> the meetings of the Directors during a continuous period of three (3) months without special leave of absence from the Board<br> and they pass a resolution that he has by reason of such absence vacated office;
	(h)	if he is removed from office<br> by the Company in general meeting pursuant to this Constitution; and
	(i)	if he is disqualified from<br> acting as a director in any jurisdiction for reasons other than on technical grounds (in which case he must immediately resign from<br> the Board).
110.	(1)	The Directors may from<br> time to time appoint one or more of their body to be the holder of an executive office (including, where considered appropriate,<br> the office of Chairman or Deputy Chairman) on such terms and for such period as they may (subject to the provisions of the Act) determine<br> and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke such appointment.	Directors may hold executive offices
	(2)	The appointment of any<br> Director to the office of Chairman or Deputy Chairman shall automatically determine if he ceases to be a Director but without prejudice<br> to any claim for damages for breach of any contract of service between him and the Company.	Cessation of directorship of Chairman or Deputy Chairman
	(3)	The appointment of any<br> Director to any other executive office shall not automatically determine if he ceases from any cause to be a Director, unless the<br> contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without<br> prejudice to any claim for damages for breach of any contract of service between him and the Company.	Cessation of directorship of Executive Director
	(4)	The Directors may entrust<br> to and confer upon any Directors holding any executive office any of the powers exercisable by them upon such terms and conditions<br> and with such restrictions as they may think fit, and either collaterally with or to the exclusion of or in substitution for all<br> or any of their own powers, and may from time to time revoke, withdraw, alter, or vary all or any of those powers.	Power of Executive Directors
111.	Subject to<br> any provision in the Act to the contrary, a resolution for the appointment of two or more persons as Directors by a single resolution<br> shall not be moved at any General Meeting unless a resolution that it shall be so moved has first been agreed to by the meeting without<br> any vote being given against it; and any resolution moved in contravention of this provision shall be void.		Resolution for appointment of Directors
112.	The Company<br> may by Ordinary Resolution appoint any person to be a Director either to fill a casual vacancy or as an additional Director but the<br> total number of Directors shall not at any time exceed the maximum number (if any) fixed by this Constitution. Without prejudice<br> thereto, the Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a<br> casual vacancy or as an additional Director, but any person so appointed by the Directors shall hold office only until the next annual<br> general meeting and shall then be eligible for re-election at such meeting.		Directors’ power to fill casual vacancies and<br> to appoint additional Directors
CHIEF EXECUTIVE OFFICER
113.	The Directors<br> may from time to time appoint one or more of their body or any other person(s) to be Chief Executive Officer(s) of the<br> Company (or any equivalent appointment(s) howsoever described) and may from time to time (subject to the provisions of any contract<br> between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their places.		Appointment, resignation and removal of Chief Executive<br> Officer

114.	Subject to<br> the provisions of any contract between a Chief Executive Officer and the Company, the Chief Executive Officer (or any person holding<br> an equivalent appointment) who is a Director shall comply with the same provisions as to resignation and removal as the other Directors.<br> The appointment of such Chief Executive Officer (or any person holding an equivalent appointment) who is a Director shall not automatically<br> determine if he ceases from any cause to be a Director, unless the contract or resolution under which he holds the office shall expressly<br> state otherwise.		Chief Executive Officer subject to resignation and<br> removal
115.	A Chief Executive<br> Officer (or any person holding an equivalent appointment) shall, subject to the Act and to the terms of any agreement entered into<br> in any particular case, receive such remuneration (whether by way of salary, commission or participation in profit, or partly in<br> one way and partly in another) as the Directors may determine.		Remuneration of Chief Executive Officer
116.	The Directors<br> may entrust to and confer upon a Chief Executive Officer (or any person holding an equivalent appointment) any of the powers exercisable<br> by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion<br> of or in substitution for all or any of their own powers, and may from time to time revoke, withdraw, alter, or vary all or any of<br> those powers. A Chief Executive Officer (or any person holding an equivalent appointment) shall be subject to the control of the<br> Board.		Power of Chief Executive Officer
POWERS AND DUTIES OF DIRECTORS
117.	The business<br> and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors who may exercise all such<br> powers of the Company as are not by the Statutes or by this Constitution required to be exercised by the Company in general meeting.<br> The Directors shall not carry into effect any proposals for selling or disposing of the whole or substantially the whole of the Company’s<br> undertaking unless such proposals have been approved by the Company in a general meeting. The general powers given by this regulation<br> shall not be limited or restricted by any special authority or power given to the Directors by any other regulation.		Directors’ general power to manage
118.	The Directors<br> may establish any local boards or agencies for managing any affairs of the Company, either in Singapore or elsewhere, and may appoint<br> any persons to be members of such local boards or any managers or agents, and may fix their remuneration and may delegate to any<br> local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with power to sub-delegate,<br> and may authorise the members of any local board or any of them to fill any vacancies therein and to act notwithstanding vacancies,<br> and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit,<br> and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no person acting in good faith<br> and without notice of any such annulment or variation shall be affected thereby.		Establishing local Boards
119.	Subject to<br> the Statutes and the provisions of this Constitution, the Directors may at their discretion exercise all powers of the Company to<br> borrow or otherwise raise money, to mortgage, charge or hypothecate all or any of the property or business of the Company including<br> any uncalled or called but unpaid capital and to issue debentures and other securities, whether outright or as collateral security<br> for any debt, liability or obligation of the Company or of any third party.		Power to borrow
120.	(1)	The Directors may delegate<br> any of their powers or discretion to committees consisting of one or more members of their body as they think fit and (if thought<br> fit) one or more other persons co-opted as hereinafter provided. Any committee so formed shall in the exercise of the powers so delegated<br> conform to any regulations that may from time to time be imposed upon them by the Board. Any such regulations may provide for or<br> authorise the co-option to the committee of persons other than Directors and for such co-opted members to have voting rights as members<br> of the committee.	Power to delegate to committee

	(2)
121.	The meetings<br> and proceedings of any such committee consisting of two (2) or more members shall be governed mutatis mutandis by<br> the provisions of this Constitution regulating the meetings and proceedings of the Directors, so far as the same are applicable and<br> are not superseded by any regulations made by the Directors under the last preceding regulation, save that a resolution in writing<br> of any committee of Directors shall only be effective as a resolution duly passed at a meeting of that committee of Directors duly<br> convened and held if such resolution in writing is signed or approved by such number of the Directors or their alternates for the<br> time being (who are not prohibited by law or the provisions of the relevant committee charter from voting on such resolutions) comprising<br> such committee as may be specified in the charter of that committee.	Proceedings of committees
122.	The Directors<br> may, at any time, and from time to time, by power of attorney or otherwise, appoint any corporation, firm, limited liability partnership,<br> or person or any body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the<br> Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the<br> Directors under this Constitution), and for such period and subject to such conditions as the Directors may from time to time think<br> fit, and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney<br> as the Directors may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and<br> discretions vested in him.	Power to appoint attorneys
123.	All cheques,<br> promissory notes, drafts, bills of exchange and other negotiable or transferable instruments in which the Company is in any way concerned<br> or interested and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as<br> the case may be in such manner as the Directors shall from time to time by resolution determine.	Signing of cheques and bills
124.	All acts done<br> by any meeting of Directors or of a committee of Directors or by any person acting as Director or as a member of any such committee,<br> shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment<br> of any such Director or person acting as aforesaid or that they or any of them were or was disqualified or had vacated office or<br> were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be<br> a Director or member of the committee and had been entitled to vote.	Validity of acts despite defect in appointment
125.	The Company<br> or the Directors on behalf of the Company may in exercise of the powers in that behalf conferred by the Act, cause to be kept a Branch<br> Register or Register of Members, and the Directors may (subject to the provisions of the Act) make and vary such regulations as they<br> may think fit in respect of the keeping of any such Register.	Branch register

ALTERNATE DIRECTOR
126.	Any Director may at any<br> time by writing under his hand and deposited at the Office, or delivered at a meeting of the Directors, appoint any person (other<br> than another Director or an Alternate Director) approved by a majority of his co-Directors to be his Alternate Director during such<br> period as he thinks fit and may in like manner at any time terminate such appointment. Any appointment or removal by electronic communication<br> shall be confirmed as soon as possible by letter, but may be acted upon by the Company meanwhile.	Appointment of Alternate Director
127.	A Director or any other<br> person may act as an Alternate Director to represent more than one Director and such Alternate Director shall be entitled at Directors’<br> meetings to one (1) vote for every Director whom he represents in addition to his own vote if he is a Director.
128.	The appointment of an Alternate<br> Director shall ipso facto terminate on the happening of any event which if he were a Director would render his office<br> as a Director to be vacated and his appointment shall also terminate ipso facto if his appointor ceases for any<br> reason to be a Director.	Determination of appointment
129.	An Alternate Director shall<br> (subject to his giving to the Company an address in Singapore) be entitled to receive notices of meetings of the Directors and to<br> attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at<br> such meeting to perform all functions of his appointor as a Director and for the purposes of the proceedings of such meeting the<br> provisions of this Constitution shall apply as if he (instead of his appointor) were a Director. If his appointor is for the time<br> being absent from Singapore or temporarily unable to act through ill health or disability, his signature to any resolution in writing<br> of the Directors shall be as effective as the signature of his appointor. To such extent as the Directors may from time to time determine<br> in relation to any committee of the Directors, the foregoing provisions of this paragraph shall also apply mutatismutandis<br> to any meeting of any such committee of which his appointor is a member. An Alternate Director shall not (save as aforesaid) have<br> power to act as a Director nor shall he be deemed to be a Director for the purposes of this Constitution.	Notices and attendance at meetings
130.	An Alternate Director shall<br> be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses<br> and to be indemnified to the same extent mutatismutandis as if he were a Director but he shall not be entitled<br> to receive from the Company in respect of his appointment as Alternate Director any remuneration except such proportion (if any)<br> of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time<br> direct. Any fee paid to an Alternate Director shall be deducted from the remuneration otherwise payable to his appointor.	Remuneration
131.	An Alternate Director shall<br> not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being under this Constitution<br> but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him<br> at which he is entitled to vote.	Alternate Director counted for quorum purposes
132.	An Alternate Director shall<br> not be required to hold any share qualification.	Alternate Director need not hold share qualification
PROCEEDINGS OF DIRECTORS
133.	The Directors or any committee<br> of Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. The<br> quorum necessary for the transaction of the business of the Directors may be fixed from time to time by the Directors and unless<br> so fixed at any other number, a majority of the Directors for the time being appointed to the Board shall be a quorum. Subject to<br> the provisions of this Constitution, questions arising at any meeting shall be decided by a majority of votes. In case of an equality<br> of votes, the Chairman shall not have a second or casting vote. A meeting of the Directors or any committee of Directors at which<br> a quorum is present at the time the meeting proceeds to business shall be competent to exercise all the powers and discretions for<br> the time being exercisable by the Directors or such committee of Directors.	Meetings of Directors and quorum

134.	A Director may, and on<br> the request of a Director the Secretary shall, at any time summon a meeting of the Directors by notice served upon the several members<br> of the Board. Notice of a meeting of Directors shall be given to all Directors or whether or not he is in Singapore. A Director may<br> also waive notice of any meeting and such waiver may be retrospective.	Convening meetings
135.	The accidental omission<br> to give any Director, or the non-receipt by any Director of, a notice of meeting of Directors shall not invalidate the proceedings<br> at that meeting.	Accidental omission
136.	The Directors or any committee<br> of Directors may from time to time elect a Chairman and, if desired, a Deputy Chairman and determine the period for which he is or<br> they are to hold office. The Deputy Chairman shall perform the duties of the Chairman during the Chairman’s absence. The Chairman,<br> or in his absence, the Deputy Chairman shall preside as Chairman at their meetings, but if no such Chairman or Deputy Chairman be<br> elected or if at any meeting the Chairman and the Deputy Chairman are not present within fifteen (15) minutes after the time<br> appointed for holding the same, a substitute for that meeting shall be appointed by such meeting from among the Directors present.<br> Any Director acting as Chairman of a meeting of the Directors shall not, in the case of an equality of votes, have the Chairman’s<br> right to a second or casting vote where applicable.	Chairman
137.	The Directors may act notwithstanding<br> any vacancy in their body, but if and so long as their number is reduced below the minimum number fixed by or pursuant to this Constitution,<br> the continuing Directors or Director may, except in an emergency, act for the purpose (i) of appointing sufficient Directors<br> to bring the Board up to that number or (ii) of summoning a general meeting of the Company notwithstanding that there shall<br> not be a quorum, but not for any other purpose. If there are no Directors or Director able or willing to act, then any two (2) Members<br> may summon a general meeting for the purpose of appointing Directors.	Proceeding in case of vacancies
138.	A resolution in writing<br> signed or approved by a majority of the Directors or their alternates for the time being (who are not prohibited by law or this Constitution<br> from voting on such resolutions) and constituting a quorum shall be as effective as a resolution duly passed at a meeting of the<br> Directors duly convened and held. Any such resolution may be contained in a single document or may consist of several documents all<br> in like form, each signed or approved as aforesaid provided that where a Director is not so present but has an alternate who is so<br> present, then such resolution must also be signed by such alternate. A resolution pursuant to this regulation shall be deemed to<br> have been passed on the date when the resolution is signed or approved by the last Director constituting a simple majority of the<br> Directors. For the purpose of this regulation ‘in writing’ and ‘signed’ include approval by letter, telex,<br> facsimile, cable, telegram, email or any other form of electronic communication or telegraphic communication or means approved by<br> the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification<br> procedures and devices approved by the Directors.	Resolutions in writing
139.	The<br> meetings of Directors may be conducted by means of telephone or video conference or other methods<br> of simultaneous communication by electronic, audio, audio-visual or other similar means or other<br> technology by which all Directors participating in the meeting are able to hear and be heard by or<br> to communicate with all the other Directors participating, for the despatch of business, adjourn<br> or otherwise regulate their meetings as they think fit and the quorum for such teleconference meetings<br> shall be the same as the quorum required for a Directors’ meeting provided in these regulations.<br> A resolution passed by such a teleconference shall, notwithstanding that the Directors are not present<br> together at one (1) place at the time of the meeting, be deemed to have been passed at the meeting<br> of the Directors held on the day and at the time at which the conference was held, and all Directors<br> participating at that meeting shall be deemed for all purposes of these regulations to be present<br> at that meeting. The minutes of such a meeting signed by the Chairman of the meeting shall be conclusive<br> evidence of any resolution of any meeting so conducted. Such a meeting shall be deemed to be held<br> at the place where the largest group of Directors present for purposes of the meeting is assembled<br> or, if there is no such group, where the Chairman of the meeting is present.	Meetings via electronic<br> means

140.	The Directors participating<br> in any such meeting shall be counted in the quorum for such meeting and, subject to there being a requisite quorum under this Constitution,<br> all resolutions agreed by the Directors in such meeting shall be deemed to be as effective as a resolution passed at a meeting in<br> person of the Directors duly convened and held.	Directors participating<br> in electronic meetings counted towards quorum
141.	In the case of a meeting<br> which is not held in person, the fact that a Director is taking part in the meeting must be made known to all the other Directors<br> taking part, and no Director may disconnect or cease to take part in the meeting unless he makes known to all other Directors taking<br> part that he is ceasing to take part in the meeting.	Participation of Director<br> must be made known
142.	The Directors shall cause<br> proper minutes to be made in books to be provided for the purpose of recording all the proceedings of all meetings of Directors and<br> committees of Directors and of the attendances thereat and of the proceedings of all meetings of the Company and all business transacted,<br> resolutions passed, appointments of officers made by the Directors and orders made at such meetings and any such minutes of any meeting,<br> if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting of the Company or Directors<br> or committee as the case may be, shall be sufficient evidence without any further proof of the facts therein stated.	Minutes
143.	The Directors shall duly<br> comply with the provisions of the Act and in particular the provisions with regard to the registration of charges created by or affecting<br> property of the Company, a Register of Members, a Register of mortgages and charges and a Register of Directors’ and Chief<br> Executive Officer’s Share and Debenture Holdings, and the production and furnishing of copies of such Registers and of any<br> Register of Holders of Debentures of the Company.	Keeping of Registers, etc
144.	Any register, index, minute<br> book, accounting record, minute or other document required by this Constitution or by the Act to be kept by or on behalf of the Company<br> may be kept either in hard copy form or in electronic form, subject to compliance with the provisions of the Act. In any case in<br> which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating<br> discovery.	Form of Registers, etc.
SECRETARY
145.	The Secretary or joint<br> Secretaries shall, and a Deputy or Assistant Secretaries may, be appointed by the Directors for such term at such remuneration and<br> upon such conditions as they may think fit; and any Secretary, joint Secretary, Deputy or Assistant Secretary so appointed may be<br> removed by them, but without prejudice to any claim he may have for damages for breach of any contract of service between him and<br> the Company. The appointment and duties of the Secretary shall not conflict with the provisions of the Act.	Appointment and removal<br> of Secretary
146.	A provision of the Act<br> or this Constitution requiring or authorising a thing to be done by or in relation to a Director and the Secretary shall not be satisfied<br> by its being done by or in relation to the same person acting as Director and as or in place of the Secretary.	Only Director and Secretary<br> can act
147.	A provision of the Act<br> or this Constitution requiring or authorising a thing to be done by or in relation to the Secretary shall be satisfied by its being<br> done by or in relation to one or more of the joint Secretaries if any for the time being appointed by the Directors.	Joint Secretaries

THE SEAL
148.	The Directors shall provide<br> for the safe custody of the Seal (if any) which shall only be used with the authority of the Directors or of a committee of the Directors<br> authorised by the Directors in that behalf; and every instrument to which the Seal shall be affixed shall be (subject to the provisions<br> of this Constitution as to certificates for shares) signed by one (1) Director and shall be countersigned by the Secretary or<br> by a second Director or by some other person appointed by the Directors for the purpose. Any facsimile signature may be reproduced<br> by mechanical, electronic or such other method as may from time to time be approved by the Directors.	Use of Seal
149.	The Company may exercise<br> all the powers conferred by Section 41 of the Act to have an official seal for use abroad and such powers shall be vested in<br> the Directors and such official seal shall be affixed by the authority and in the presence of and the instruments sealed therewith<br> shall be signed by such persons as the Directors shall from time to time by writing under the seal appoint.	Official Seal overseas
150.	The Company may have a<br> duplicate common seal as referred to in Section 124 of the Act which shall be a facsimile of the common seal of the Company<br> with the addition on its face of the words ‘Share Seal’.	Share Seal
AUTHENTICATION OF DOCUMENTS
151.	Any Director or the Secretary<br> or any person appointed by the Directors for the purpose, shall have power to authenticate any documents affecting the Constitution<br> of the Company; any resolutions passed by the Company, the Directors or any committee; and any books, records, documents, accounts<br> and financial statements relating to the business of the Company. Such persons shall have the authority to certify copies thereof<br> or extracts therefrom as true copies or extracts; and where any books, records, documents, accounts or financial statements are elsewhere<br> than at the Office, the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed<br> by the Directors as aforesaid. Any authentication or certification made pursuant to this regulation may be made by any electronic<br> means approved by the Directors from time to time incorporating, if the Directors deem necessary, the use of security procedures<br> or devices approved by the Directors.	Power to authenticate documents
152.	A document purporting to<br> be a copy of a resolution or an extract from the minutes of a meeting, of the Company or of the Directors or any committee, which<br> is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that<br> such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings<br> at a duly constituted meeting. Any authentication or certification made pursuant to regulation 151 above and/or this regulation may<br> be made by any electronic means approved by the Directors for such purpose from time to time incorporating, if the Directors deem<br> necessary, the use of security and/or identification procedures and devices approved by the Directors.	Certified copies of resolution of Directors
DIVIDENDS AND RESERVES
153.	Subject to any rights or<br> restrictions attached to any shares or class of shares and except as otherwise permitted by the Act, (a) all dividends shall<br> be declared and paid in proportion to the number of shares held by a Member but where shares are partly paid all dividends must be<br> apportioned and paid proportionately to the amounts paid or credited as paid on the partly paid shares; and (b) all dividends<br> shall be apportioned and paid proportionately to the amounts so paid or credited as paid during any portion or portions of the period<br> in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a<br> particular date such share shall rank for dividend accordingly. For the purposes of this regulation, no amount paid or credited as<br> paid on a share in advance of a call shall be treated as paid on the share.	Apportionment of dividends

154.	The Directors<br> may, from time to time, set aside out of the profits of the Company and carry to reserve, such sum or sums as they think proper which<br> shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may properly be applied<br> and pending such application, may either be employed in the business of the Company or be invested. The Directors may divide the<br> reserve fund into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special<br> funds into which the reserve may have been divided. The Directors may also, without placing the same to reserve, carry forward any<br> profits. In carrying sums to reserve and in applying the same the Directors shall comply with the provisions (if any) of the Statutes.			Power to set aside profits as reserve
155.	The Directors<br> may, upon the recommendation of the Directors and with the sanction of an Ordinary Resolution at a general meeting, from time to<br> time declare dividends, but no such dividend shall (except as by the Statutes expressly authorised) be payable otherwise than out<br> of the profits of the Company. No higher dividend shall be paid than is recommended by the Directors and a declaration by the Directors<br> as to the amount of the profits at any time available for dividends shall be conclusive. The Directors may, if they think fit, and<br> if in their opinion the profits of the Company justifies such payment, without any such sanction as aforesaid, from time to time<br> declare and pay fixed dividends (either in cash or in specie) on any class of shares carrying a fixed dividend expressed to be payable<br> on a fixed date on the half-yearly or other dates (if any) prescribed for the payment thereof by the terms of issue of the shares,<br> and may also from time to time pay to the holders of any class of shares interim dividends of such amounts and on such dates and<br> in respect of such periods as they may think fit.			Declaration and payment of dividends Interim dividends
156.	The Company<br> may upon the recommendation of the Directors by Ordinary Resolution, direct payment of a dividend in whole or in part in specie by<br> the distribution of specific assets (and in particular of paid-up shares or debentures or debenture stock of any other company or<br> any combination of any specific assets) and the Directors shall give effect to such resolution. Where any difficulty arises in regard<br> to such distribution, the Directors may settle the same as they think expedient and in particular, may issue fractional certificates<br> and fix the value for distribution of such specific assets or any part thereof, and may determine that cash payments shall be made<br> to any Members in terms of the value so fixed, in order to adjust the rights of all parties. The Directors may vest any such specific<br> assets in trustees as may seem expedient to the Directors and no valuation, adjustment or arrangement so made shall be questioned<br> by any Member.			Payment of dividends in specie
157.	(1)	Whenever the<br> Directors or the Company in general meeting have resolved or proposed that a dividend (including an interim, final, special or other<br> dividend) be paid or declared on shares of a particular class in the capital of the Company, the Directors may further resolve that<br> Members entitled to such dividend be entitled to elect to receive an allotment of shares of that class credited as fully paid in<br> lieu of cash in respect of the whole or such part of the dividend as the Directors may think fit. In such case, the following provisions<br> shall apply:		Scrip Dividends
		(a)	the basis of any such allotment<br> shall be determined by the Directors;
		(b)	the Directors shall determine<br> the manner in which Members shall be entitled to elect to receive an allotment of shares of the relevant class credited as fully<br> paid in lieu of cash in respect of the whole or such part of any dividend in respect of which the Directors shall have passed such<br> a resolution as aforesaid. The Directors may make such arrangements as to the giving of notice to Members, providing for forms of<br> election for completion by Members (whether in respect of a particular dividend(s) or generally), determining the procedure<br> for making such elections or revoking the same and the place at which and the latest date and time by which any forms of election<br> or other documents by which elections are made or revoked must be lodged, and otherwise make all such arrangements and do all such<br> things, as the Directors consider necessary or expedient in connection with the provisions of this regulation;

	(c)	the right of election may<br> be exercised in respect of the whole of that portion of the dividend in respect of which the right of election has been accorded,<br> provided that the Directors may determine, either generally or in specific cases, that such right shall be exercisable in respect<br> of the whole or any part of that portion; and
	(d)	the dividend (or that part<br> of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on the shares of the relevant<br> class in respect of which the share election has been duly exercised (the “elected shares”) and in lieu of cash and in<br> satisfaction thereof shares of the relevant class shall be allotted and credited as fully paid to the holders of the elected shares<br> on the basis of allotment determined as aforesaid. For such purpose, and notwithstanding the provisions of regulation 166, the Directors<br> shall (i) capitalise and apply out of the amount standing to the credit of any of the Company’s reserve accounts or any<br> sum standing to the credit of the profit and loss account or otherwise available for distribution as the Directors may determine,<br> such sums as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution<br> to and among the holders of the elected shares on such basis, or (ii) apply the sum which would otherwise have been payable<br> in cash to the holders of the elected shares towards payment of the appropriate number of shares of the relevant class for allotment<br> and distribution to and among the holders of the elected shares on such basis.
(2)	(a)	The shares of the relevant<br> class allotted pursuant to the provisions of paragraph (1) of this regulation shall rank pari passu in all<br> respects with the shares of that class then in issue save only as regards participation in the dividend which is the subject of the<br> election referred to above (including the right to make the election referred to above) or any other distributions, bonuses or rights<br> paid, made, declared or announced prior to or contemporaneous with the payment or declaration of the dividend which is the subject<br> of the election referred to above, unless the Directors shall otherwise specify.	Ranking of shares and other actions
	(b)	The Directors may do all<br> acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of<br> this regulation, with full power to make such provisions as they may think fit in the case of shares of the relevant class becoming<br> distributable in fractions (including, notwithstanding any provision to the contrary in this Constitution, provisions whereby, in<br> whole or in part, fractional entitlements are disregarded or rounded up or down, or whereby the benefit of fractional entitlements<br> accrues to the Company rather than the Members) and to authorise any person to enter on behalf of the Members interested into agreement(s) with<br> the Company providing for any such appropriation, capitalisation, application, payment and distribution of funds and matters incidental<br> thereto and any agreement made under such authority shall be effective and binding on all concerned.
(3)	The Directors<br> may, on any occasion when they resolve as provided in paragraph (1) of this regulation, determine that the rights of election<br> under that paragraph shall not be made available to the persons who are registered as holders of shares in the Register of Members,<br> or in respect of shares the transfer of which is registered, after such date as the Directors may fix subject to such exceptions<br> as the Directors think fit and, in such event, the provisions of this regulation shall be read and construed subject to such determination.		Record date

	(4)	The Directors<br> may, on any occasion when they resolve as provided in paragraph (1) of this regulation, further determine that:-		Cash in lieu of shares
		(a)	no allotment of shares<br> or rights of election for shares under that paragraph shall be made available or made to Members whose registered addresses entered<br> in the Register of Members are outside Singapore or to such other Members or class of Members as the Directors may in their sole<br> discretion decide and, in such event, the only entitlements of the Members aforesaid shall be to receive in cash the relevant dividend<br> resolved or proposed to be paid or declared; and
		(b)	no allotment of shares<br> or rights of election for shares under paragraph (1) of this regulation shall be made available or made to a person, or any<br> persons, if such allotment or rights of election would in the opinion of the Directors cause such person, or such persons, to hold<br> or control voting shares in excess of any shareholding or other limits which may from time to time be prescribed in any Statute,<br> without the approval of the applicable regulatory or other authority as may be necessary.
	(5)	Notwithstanding<br> the foregoing provisions of this regulation, if at any time after the Directors’ resolution to apply the provisions of paragraph<br> (1) of this regulation in relation to any dividend but prior to the allotment of shares pursuant thereto, the Directors shall<br> consider that, by reason of any event or circumstance (whether arising before or after such resolution) or by reason of any matter<br> whatsoever, it is no longer expedient or appropriate to implement that proposal, the Directors may at their absolute discretion and<br> as they deem fit in the interests of the Company, cancel the proposed application of paragraph (1) of this regulation.		Cancellation
158.	No shareholder<br> shall be entitled to receive any dividend or to be present or vote at any meeting, or to exercise any privilege as a Member until<br> he shall have paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other<br> person, together with interest and expenses (if any).			No right to dividends where calls outstanding
159.	The Directors<br> may deduct from any dividend or other moneys payable to a Member in respect of any share held by such Member, either alone or jointly<br> with any other Member, any or all sums of money as may be due and payable by him, either alone or jointly with any other person in<br> respect of any debts, liabilities or engagements to the Company on account of calls or otherwise towards satisfaction (in whole or<br> in part) of such debts, liabilities or engagements, or any other account which the Company is required by law to deduct.			Deduction from debts due to Company
160.	A transfer<br> of a share shall not pass the right to any dividend declared in respect thereof before the transfer has been registered.			Effect of transfer of shares
161.	(1)	The Directors<br> may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same<br> in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.		Retention of dividends on shares subject to lien
	(2)	The Directors<br> may retain the dividends payable on shares in respect of which any person is under this Constitution, as to the transmission of shares,<br> entitled to become a Member, or which any person under this Constitution is entitled to transfer, until such person shall become<br> a Member in respect of such shares or shall duly transfer the same.		Retention of dividends on shares pending transmission

162.	The waiver<br> in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document<br> is signed by the Member (or the person entitled to the share in consequence of the death or bankruptcy of the holder) and delivered<br> to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.		Waiver of dividends
163.	(1)	Any dividend or other moneys<br> payable in cash on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the<br> Member or person entitled thereto (or, if several persons are registered as joint holders of the share or are entitled thereto in<br> consequence of the death or bankruptcy of the holder, to any one of such persons) or to such Member or person at such address as<br> such persons may in writing direct or by such means (including, by electronic means) as the Directors may decide at their absolute<br> discretion. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as<br> the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may<br> direct and payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to the<br> Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby and the Company<br> shall not be responsible for the loss of any cheque or warrant sent through the post, which shall be sent by post duly addressed<br> to the Member for whom it is intended.	Dividend paid by cheque or warrant
	(2)	Any resolution declaring<br> a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors, may specify<br> that the same shall be payable to the persons registered as holders of such shares in the Register of Members at the close of business<br> on a particular date and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered,<br> but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such<br> shares.	Resolution declaring dividends
164.	The payment<br> by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not<br> constitute the Company a trustee in respect thereof. All dividends and other moneys payable on or in respect of a share that are<br> unclaimed after first becoming payable may be invested or otherwise made use of by the Directors for the benefit of the Company and<br> any dividend or any such moneys unclaimed after a period of six (6) years from the date they are first payable may be forfeited<br> and if so forfeited, shall revert to the Company. However, the Directors may at any time thereafter at their absolute discretion<br> annul any such forfeiture and pay the dividends or moneys so forfeited to the person entitled thereto prior to the forfeiture. For<br> the avoidance of doubt no Member shall be entitled to any interest, share of revenue or other benefit arising from any unclaimed<br> dividends or moneys, howsoever and whatsoever. Unclaimed dividends or other moneys
165.	No dividend<br> or other monies payable on or in respect of a share shall bear interest as against the Company.		No interest on dividends
BONUS ISSUES AND CAPITALISATION OF PROFITS AND RESERVES
166.	The Company<br> may, upon the recommendation of the Directors, with the sanction of an Ordinary Resolution (including any Ordinary Resolution passed<br> pursuant to regulation 69(2)):		Power to capitalise profits
(a)	issue bonus<br> shares for which no consideration is payable to the Company to the persons registered as holders of shares in the Register of Members<br> at the close of business on:
---	---	---
	(i)	the date of the Ordinary<br> Resolution (or such other date as may be specified therein or determined as therein provided); or

		(ii)	(in the case of an Ordinary<br> Resolution passed pursuant to regulation 69(2)) such other date as may be determined by the Directors,
		in proportion<br> to their then holdings of shares; and/or
	(b)	capitalise<br> any part of the amount for the time being standing to the credit of the Company’s reserve accounts or other undistributable<br> reserve or any sum standing to the credit of the profit and loss account by appropriating such sum to the persons registered as holders<br> of shares in the Register of Members at the close of business on
		(i)	the date of the Ordinary<br> Resolution (or such other date as may be specified therein or determined as therein provided); or
		(ii)	(in the case of an Ordinary<br> Resolution passed pursuant to regulation 69(2)) such other date as may be determined by the Directors,
		in proportion<br> to their then holdings of shares and applying such sum on their behalf in paying up in full new shares (or, subject to any special<br> rights previously conferred on any shares or class of shares for the time being issued, new shares of any other class not being redeemable<br> shares) for allotment and distribution credited as fully paid up and amongst them as bonus shares in the proportion aforesaid.
167.	The Directors<br> may do all acts and things considered necessary or expedient to give effect to any such bonus issue and/or capitalisation under regulation<br> 166, with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would arise<br> on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the<br> Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all the Members entitled<br> thereto into an agreement with the Company providing for any such bonus issue and/or capitalisation and matters incidental thereto<br> and any agreement made under such authority shall be effective and binding on all such Members.			Directors to give effect to bonus issues and/or capitalisation
168.	In addition<br> and without prejudice to the powers provided for by regulations 166 and 167 above, the Directors shall have power to issue shares<br> for which no consideration is payable and/or to capitalise any undivided profits or other moneys of the Company not required for<br> the payment or provision of any dividend on any shares entitled to cumulative or non-cumulative preferential dividends (including<br> profits or other moneys carried and standing to any reserve or reserves) and to apply such profits or other moneys in paying up in<br> full new shares, in each case on terms that such shares shall, upon issue:			Power to issue free shares and/or to capitalise reserves<br> for employee share-based incentive plans
	(a)	be held by<br> or for the benefit of participants of any share incentive or option scheme or plan implemented by the Company and approved by Members<br> in general meeting and on such terms as the Directors shall think fit; or
	(b)	be held by<br> or for the benefit of non-executive Directors as part of their remuneration under regulation 103(1) and/or regulation 103(2) approved<br> by Members in general meeting in such manner and on such terms as the Directors shall think fit.
	The Directors<br> may do all such acts and things considered necessary or expedient to give effect to any of the foregoing.

FINANCIAL STATEMENTS
169.	Accounting<br> records sufficient to show and explain the Company’s transactions and otherwise complying with the Statutes shall be kept at<br> the Office, or, at such other place as the Directors think fit and shall always be open to inspection by Directors.		Location of books of accounts
170.	The Directors<br> shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations<br> the accounts and books of the Company or any of them shall be open to the inspection of Members and no Member (not being a Director)<br> or other person shall have any right of inspecting any account or book or document of the Company except as conferred by Statute<br> or ordered by a court of competent jurisdiction or authorised by the Directors or by a resolution of the Company in general meeting.		Inspection
171.	In accordance<br> with the provisions of the Act, the Directors shall from time to time in accordance with the Act cause to be prepared and to be laid<br> before the Company in general meeting such financial statements, balance sheets, reports, statements and other documents as may be<br> necessary. The Company must hold its annual general meeting within six months from the end of its financial year (or such other<br> period as may be permitted by the Act, (where applicable) the rules and regulations of the Designated Stock Exchange, and/or any<br> applicable law).		Preparation and presentation of financial statements
172.	A copy of the<br> financial statements and, if required, the balance sheet (including every document required by law to be attached thereto) which<br> is duly audited and which is to be laid before the Company in general meeting accompanied by a copy of the Auditor’s report<br> thereon, shall not less than fourteen (14) days before the date of the meeting be sent to every Member of the Company and to<br> every other person who is entitled to receive notices of meetings from the Company under the provisions of the Statutes or this Constitution;<br> Provided always that:		Copies of financial statements
	(a)	these documents may, where<br> applicable, subject to the rules and regulations of the Designated Stock Exchange, be sent less than fourteen (14) days before<br> the date of the meeting if all persons entitled to receive notices of meetings from the Company so agree;
	(b)	this regulation shall not<br> require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of any joint<br> holders of any shares in the Company or the several persons entitled thereto in consequence of the death or bankruptcy of the holder<br> or otherwise, but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge<br> on application at the Office; and
	(c)	such number of each document<br> as is referred to in this regulation or, where applicable, such other number as may be required by the Designated Stock Exchange<br> shall be forwarded to the Designated Stock Exchange at the same time as such documents are sent to the Members.
AUDIT AND AUDITORS
173.	Auditors of<br> the Company shall be appointed and their duties regulated in accordance with the provisions of the Act.		Regulation of Auditors
174.	Every auditor<br> of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report<br> as required by the Act.		Auditor’s rights to documents
175.	Subject to<br> the provisions of the Act, all acts done by any person acting as an auditor of the Company shall, as regards all persons dealing<br> in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time<br> of his appointment not qualified for appointment or subsequently became disqualified.		Acts of Auditors valid despite defect in appointment

176.	The auditors<br> of the Company or their agent authorised by them in writing for the purpose shall be entitled to attend any general meeting and to<br> receive all notices of and other communications relating to any general meeting to which any Member is entitled and to be heard at<br> any general meeting on any part of the business of the meeting which concerns them as auditors of the Company.			Auditor’s right to receive notice and attend<br> meetings
NOTICES
177.	Any notice<br> or document (including a share certificate) may be served on or delivered to any Member either personally or by sending it through<br> the post in a prepaid cover addressed to such Member at his registered address appearing in the Register of Members, or (if he has<br> no registered address within Singapore) to the address, if any, within Singapore supplied by him to the Company as his address for<br> the service of notices, or by delivering it to such address as aforesaid. Where a notice or other document is served or sent by post,<br> service or delivery shall be deemed to be effected at the time when the cover containing the same is posted, and in proving such<br> service or delivery, it shall be sufficient to prove that such cover was properly addressed, stamped and posted. When a given number<br> of days’ notice or notice extending over any other period is required to be given, the day of service shall not,<br> unless otherwise provided for or required by these regulations or by the Act, be counted in such number of days or period.			Service of notice
178.	(1)	Without prejudice<br> to the provisions of regulation 177 but subject otherwise to the Act and any regulations made thereunder relating to electronic communications,<br> any notice or document (including, without limitation, any accounts, balance sheets, financial statements, circulars or reports)<br> which is required or permitted to be given, sent or served under the Act or under this Constitution by the Company, or by the Directors,<br> to a Member or officer or Auditor of the Company may be given, sent or served using electronic communications (including by electronic<br> mail or short message service):		Service by electronic communications
		(a)	to the current address<br> of that person;
		(b)	by making it available<br> on a website prescribed by the Company from time to time; or
		(c)	in such manner as such<br> Member expressly consents to by giving notice in writing to the Company,
		in accordance<br> with the provisions of this Constitution, the Statutes, (where applicable) and/or any other applicable regulations or procedures.
	(2)	For the purposes<br> of regulation 178(1), a Member shall be implied to have agreed to receive such notice or document by way of such electronic communications<br> and shall not have a right to elect to receive a physical copy of such notice or document.		Implied consent
	(3)	Notwithstanding<br> regulation 178(2) above, the Directors may, at their discretion, at any time give a Member an opportunity to elect within a<br> specified period of time whether to receive such notice or document by way of electronic communications or as a physical copy, and<br> such Member shall be deemed to have consented to receive such notice or document by way of electronic communications if he was given<br> such an opportunity and he failed to make an election within the specified time, and he shall not in such an event have a right to<br> receive a physical copy of such notice or document.		Deemed consent
	(4)	Notwithstanding<br> regulations 177(2) and 177(3) above, the Company shall send to the Members physical copies of such notices or documents<br> as may be specified by law or, where applicable, the rules and regulations of the Designated Stock Exchange, and shall inform the<br> Members as soon as practicable of how to request a physical copy of such notice or document and provide a physical copy of such notice<br> or document upon such a request.		Physical copies

	(5)	Where a notice<br> or document is given, sent or served by electronic communications:		When notice given by electronic communications deemed<br> served
		(a)	to the current address<br> of a person pursuant to regulation 178(1)(a), it shall be deemed to have been duly given, sent or served at the time of transmission<br> of the electronic communication by the email server or facility operated by the Company, its service provider or agent, to the current<br> address of such person (notwithstanding any delayed receipt, non-delivery or “returned mail” reply message or any other<br> error message indicating that the electronic communication was delayed or not successfully sent), unless otherwise provided under<br> the Act and/or, where applicable, the rules and regulations of the Designated Stock Exchange; and
		(b)	by making it available<br> on a website pursuant to regulation 178(1)(b), it shall be deemed to have been duly given, sent or served on the date on which the<br> notice or document is first made available on the website, unless otherwise provided under the Act and/or, where applicable, the<br> rules and regulations of the Designated Stock Exchange.
	(6)	Where a notice<br> or document is given, sent or served to a Member by making it available on a website pursuant to regulation 178(1)(b), the Company<br> shall give separate notice to the Member of the publication of the notice or document on that website and the manner in which the<br> notice or document may be accessed by any one or more of the following means:		Notice to be given of service on website
		(a)	by sending such separate<br> notice to the Member personally or through the post pursuant to regulation 177;
		(b)	by sending such separate<br> notice to the Member using electronic communications to his current address pursuant to regulation 178(1)(a); and/or
		(c)	where applicable, by way<br> of announcement on the Designated Stock Exchange.
179.	All notices,<br> communications and/or documents (including a share certificate) with respect to any share to which persons are jointly entitled,<br> shall be given to whichever of such persons is named first in the Register of Members, and notice so given shall be sufficient notice<br> to all the holders of such shares. For such purpose a joint holder having no registered address in Singapore and not having supplied<br> an address within Singapore for the service of notices shall be disregarded.			Service of notices to joint holders
180.	Any Member<br> described in the Register of Members by an address not within Singapore who shall from time to time give notice in writing to the<br> Company of an address within Singapore at which notices, communications and/or documents may be served upon him shall be entitled<br> to have served upon him at such address any notice, communications and/or documents to which he would be entitled under this Constitution<br> but, save as aforesaid, no Member other than a Member with a registered address within Singapore shall be entitled to receive any<br> notice, communications and/or documents from the Company.			Service on overseas Members

181.	A person entitled to a<br> share in consequence of the death or bankruptcy of a Member upon supplying to the Company such evidence as the Directors may reasonably<br> require to show his title to the share, and upon supplying also to the Company an address within Singapore for the service of notices,<br> shall be entitled to have served upon or delivered to him at such address any notice or document to which the Member but for his<br> death or bankruptcy would have been entitled, and such service or delivery shall for all purposes be deemed a sufficient service<br> or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the<br> share. Save as aforesaid any notice or document delivered or sent by post to or left at the address of any Member or given, sent<br> or served to any Member using electronic communications in pursuance of this Constitution shall, notwithstanding that such member<br> be then dead or bankrupt or in liquidation, and whether or not the Company shall have notice of his death or bankruptcy or liquidation,<br> be deemed to have been duly served or delivered in respect of any share registered in the name of such Member in the Register of<br> Members as sole or first-named joint holder.	Service of notice after death or<br> bankruptcy
182.	Any notice on behalf of<br> the Company or of the Directors shall be deemed effectual if it purports to bear the signature of the Secretary or other duly authorised<br> officer of the Company, whether such signature is printed or written.	Signature on notice
183.	Any summons, notice, order<br> or other document required to be sent to or served upon the Company, or upon any officer of the Company may be sent or served by<br> leaving the same or sending it through registered mail in a prepaid letter, addressed to the Company or to such officer at the Office.	Service on Company
WINDING-UP
184.	If the Company shall be<br> wound up, subject to due provision being made for satisfying the claims of any holders of shares having attached thereto any special<br> rights in regard to the repayment of capital, the surplus assets shall be applied in repayment of the capital paid up or credited<br> as paid up on the shares at the commencement of the winding up.	Distribution of surplus assets
185.	If the Company shall be<br> wound up (whether the liquidation is voluntary under supervision or by the Court), the liquidator may, with the sanction of a Special<br> Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company, whether or not the assets<br> shall consist of property of one kind or shall consist of properties of different kinds, and may for such purpose set such value<br> as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division<br> shall be carried out as between the Members or different classes of Members, but if any division is resolved otherwise than in accordance<br> with such rights, the Members shall have the same right of dissent and consequential rights as if such resolution were a Special<br> Resolution passed pursuant to Section 178 of the Insolvency, Restructuring and Dissolution Act 2018. A Special Resolution<br> sanctioning a transfer or sale to another company duly passed pursuant to the said Section may in like manner authorise the distribution<br> of any shares or other consideration receivable by the liquidator amongst the Members otherwise than in accordance with their existing<br> rights; and any such determination shall be binding upon all the Members subject to the right of dissent and consequential rights<br> conferred by the said Section.	Distribution of assets in specie
186.	The liquidator may, as<br> he thinks fit, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members and the liquidation<br> of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities<br> in respect of which there is a liability.	Trust of assets

187.	In the event<br> of a winding up of the Company, every Member who is not for the time being in Singapore shall be bound, within fourteen (14) days<br> after the passing of an effective resolution to wind up the Company voluntarily, or within the like period after the making of an<br> order for the winding up of the Company, to serve notice in writing on the Company appointing some person in Singapore upon whom<br> all summonses, notices, processes, orders and judgments in relation to or under the winding up of the Company may be served, and<br> in default of such nomination the liquidator of the Company shall be at liberty on behalf of such Member to appoint some such person,<br> and service upon any such appointee shall be deemed to be a good personal service on such Member for all purposes, and where the<br> liquidator makes any such appointment he shall with all convenient speed, give notice thereof to such Member by advertisement in<br> any English newspaper widely circulated in Singapore or by a registered letter sent through the post and addressed to such Member<br> at his address as appearing in the Register of Members, and such notice shall be deemed to be served on the day following that<br> on which the advertisement appears or the letter is posted.		Service of notice
INDEMNITY
188.	Subject to<br> the provisions of and so far as may be permitted by the Statutes, every Director or other officer for the time being of the Company<br> shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred or to be<br> incurred by him in the execution and discharge of his duties or in relation thereto (a “Claim”). Without prejudice<br> to the generality of the foregoing, no Director or other officer of the Company shall be liable for the acts, receipts, neglects<br> or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense<br> happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for<br> or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company<br> shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys,<br> securities or effects shall be deposited or left or for any other loss, damage or misfortune whatsoever which shall happen in the<br> execution of the duties of his office or in relation thereto unless the same shall happen through his own negligence, wilful default,<br> breach of duty or breach of trust.		Indemnity
189.	Notwithstanding<br> the foregoing, the Company shall not be obligated to indemnify any person pursuant to this Constitution in connection with any Claim<br> (or any part of any Claim):
	(a)	for which payment has actually<br> been made to and received by or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise,<br> except with respect to any excess beyond the amount paid;
	(b)	for any reimbursement of<br> the Company by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such<br> person from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements<br> that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002<br> (the “Sarbanes-Oxley Act”), the payment to the Company of profits arising from the purchase and sale by such person<br> of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant<br> to any settlement arrangements), or any other remuneration paid to such person if it shall be determined by a final judgment or other<br> final adjudication that such remuneration was in violation of law; and
	(c)	if prohibited by applicable<br> law.
SECRECY
190.	No Member shall<br> be entitled to require discovery of or any information relating to any detail of the Company’s trade or any matter which may<br> be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company<br> and which in the opinion of the Directors it will be inexpedient in the interest of the Members of the Company to communicate to<br> the public save as may be authorised by law or, where applicable, required by the rules and regulations of the Designated Stock Exchange.		Secrecy

PERSONAL DATA
191.	(1)	A Member who<br> is a natural person is deemed to have consented to the collection, use and disclosure of his personal data (whether such personal<br> data is provided by that Member or is collected through a third party) by the Company (or its agents or service providers) from time<br> to time for any of the following purposes:		Personal data
		(a)	implementation and administration<br> of any corporate action by the Company (or its agents or service providers);
		(b)	internal analysis and/or<br> market research by the Company (or its agents or service providers);
		(c)	investor relations communications<br> by the Company (or its agents or service providers);
		(d)	administration by the Company<br> (or its agents or service providers) of that Member’s holding of shares in the Company;
		(e)	implementation and administration<br> of any service provided by the Company (or its agents or service providers) to its Members to receive notices of meetings, annual<br> reports and other Member communications and/or for proxy appointment, whether by electronic means or otherwise;
		(f)	processing, administration<br> and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for any general meeting<br> (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating<br> to any general meeting (including any adjournment thereof);
		(g)	implementation and administration<br> of, and compliance with, any provision of this Constitution;
		(h)	compliance with any applicable<br> laws, listing rules, take-over rules, regulations and/or guidelines;
		(i)	any other purposes specified<br> in the Company’s prevailing privacy or data protection policies; and
		(j)	purposes which are reasonably<br> related to any of the above purposes.
	(2)	Any Member<br> who appoints a proxy and/or representative for any general meeting including any adjournment thereof is deemed to have warranted<br> that where such Member discloses the personal data of such proxy and/or representative to the Company (or its agents and service<br> providers), that Member has obtained the prior consent of such proxy and/or representative for the collection, use and disclosure<br> by the Company (or its agents or service providers) of the personal data of such proxy and/or representative for the purposes specified<br> in regulation 191(1) and for any purposes reasonably related to regulation 191(1), and is deemed to have agreed to indemnify<br> the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of or in connection with such<br> Member’s breach of warranty.		Personal data of proxies and/or representatives

We, the persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Constitution, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.

Names, Addresses, and Description of Subscriber(s)	Number of Shares taken by the Subscriber(s)	Signatory
Joe Francis Fitzsimons	One (1) Class B<br> Share

Dated this 26^th^ day of August 2025

Witness to the above signatures:-

Exhibit 2.4

WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENTAGREEMENT

among

DMY SQUARED TECHNOLOGY GROUP, INC.,

HorizonQuantum Holdings Ltd.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

Dated March 19, 2026

THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated March 19, 2026 and effective as of the effective time of the SPAC Merger (as defined below), is made by and among dMY Squared Technology Group, Inc., a Massachusetts corporation (the “SPAC”), Horizon Quantum Computing Holdco Ltd., a Singapore public company limited by shares (“Holdco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”), and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated October 4, 2022, by and between the SPAC and the Warrant Agent*.* Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

WHEREAS, the SPAC issued and sold (a) 3,159,500 redeemable warrants as part of the units sold to public investors in its initial public offering (the “Public Warrants”), with each whole Public Warrant being exercisable for one share of Class A common stock of the SPAC, par value $0.0001 per share (“Class A Common Stock”) at an initial exercise price of $11.50 per share, and (b) 2,884,660 redeemable warrants in a private placement transaction (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”), with each whole Private Placement Warrant exercisable for one share of Class A Common Stock at an initial exercise price of $11.50 per share;

WHEREAS, in order to finance the SPAC’s transaction costs in connection with the Business Combination, dMY Squared Sponsor, LLC or certain of the SPAC’s officers and directors may, but are not obligated to, from time to time loan to the SPAC such funds as the SPAC may require (the “Working Capital Loans”);

WHEREAS, up to $1,500,000 of the Working Capital Loans are convertible into additional Private Placement Warrants at a price of $1.00 per Private Placement Warrant;

WHEREAS, the terms of the Warrants are governed by the Existing Warrant Agreement;

WHEREAS, on March 19, 2026, the SPAC, Holdco, Rose Acquisition Pte. Ltd., a Singapore private company limited by shares and wholly-owned subsidiary of Holdco, Horizon Merger Sub 2, Inc., a Massachusetts corporation and wholly-owned subsidiary of Holdco (“Merger Sub 2”), and Horizon Quantum Computing Pte. Ltd., a Singapore private company limited by shares (“Horizon”), entered into that certain Business Combination Agreement (as amended, modified or supplemented from time to time, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, among other things, at the SPAC Merger Effective Time (as defined in the Business Combination Agreement), Merger Sub 2 will merge with and into the SPAC, with the SPAC surviving as a wholly-owned Subsidiary of Holdco (the “SPAC Merger”), and as a result of the SPAC Merger, at the SPAC Merger Effective Time (i) each share of Class A Common Stock that is issued and outstanding as of immediately prior to the SPAC Merger Effective Time (including the shares of Class A Common Stock issued in connection with the SPAC Class B Conversion and the SPAC Unit Separation, but not including any redeemed SPAC Public Shares, any shares cancelled pursuant to Section 2.4(b)(iv) of the Business Combination Agreement, or any Dissenting SPAC Shares (each as defined in the Business Combination Agreement)) shall automatically be converted into one Holdco Class A ordinary share (“Holdco Class A Ordinary Shares”) (ii) each Public Warrant that is issued and outstanding as of immediately prior to the SPAC Merger Effective Time will be assumed by Holdco (each, a “Holdco Public Warrant”) and will no longer be exercisable for Class A Common Stock of SPAC but instead will be exercisable (subject to the terms of the Existing Warrant Agreement, as amended by this Agreement) for Holdco Class A Ordinary Shares, at an initial exercise price of $11.50 per share; and (iii) each Private Placement Warrant that is issued and outstanding as of immediately prior to the SPAC Merger Effective Time will be assumed by Holdco (each, a “Holdco Private Placement Warrant” and together with the Holdco Public Warrants, the “Holdco Warrants”) and will no longer be exercisable for Class A Common Stock of SPAC but instead will be exercisable (subject to the terms of the Existing Warrant Agreement, as amended by this Agreement) for Holdco Class A Ordinary Shares, at an initial exercise price of $11.50 per share;

WHEREAS, the Holdco Class A Ordinary Shares constitute the Alternative Issuance pursuant to Section 4.5 of the Existing Warrant Agreement;

WHEREAS, the Board of Directors of the SPAC has determined that the consummation of the transactions contemplated by the Business Combination Agreement constitute a Business Combination;

WHEREAS, in connection with the SPAC Merger, the SPAC desires to assign all of its right, title and interest in the Existing Warrant Agreement to Holdco, and Holdco wishes to accept such assignment; and

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the SPAC and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any Registered Holders for the purpose of curing any ambiguity, or correcting any mistake or defective provision contained therein or adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1. Assignmentand Assumption; Consent.

1.1 Assignment and Assumption. As of and with effect on and from the SPAC Merger Effective Time, (i) the SPAC hereby assigns to Holdco all of the SPAC’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby), and (ii) Holdco hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the SPAC’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising on, from and after the SPAC Merger Effective Time.

1.2 Consent. The Warrant Agent hereby consents to (i) the assignment of the Existing Warrant Agreement by the SPAC to Holdco pursuant to this Section 1 and the assumption of the Existing Warrant Agreement by Holdco from the SPAC pursuant to Section 1 hereof, in each case effective as of the SPAC Merger Effective Time, and (ii) the continuation of the Existing Warrant Agreement (as amended hereby), in full force and effect from and after the SPAC Merger Effective Time.

Section 2. Amendmentof Existing Warrant Agreement.

2.1 Effective as of the SPAC Merger Effective Time, the SPAC and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are to provide for the delivery of the Alternative Issuance pursuant to Section 4.5 of the Existing Warrant Agreement (in connection with the SPAC Merger and the transactions contemplated by the Business Combination Agreement).

2.2 References to the Company. The preamble to the Existing Warrant Agreement is hereby amended by deleting “dMY Squared Technology Group, Inc.” and replacing it with “Horizon Quantum Holdings Ltd.” As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to Horizon Quantum Holdings Ltd. rather than dMY Squared Technology Group, Inc.

2.3 References to Common Stock. All references to the “Common Stock” that holders of Warrants are entitled to purchase in the Existing Warrant Agreement (including Exhibit B thereto) shall be references to “Class A Ordinary Shares” of Holdco.

2.4 References to Articles. All references to the “Articles” shall be references to the “Constitution” of Horizon Quantum Holdings Ltd..

2.5 References to Business Combination. All references to “Business Combination” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to the transactions contemplated by the Business Combination Agreement, and references to “the consummation of its initial Business Combination,” “the completion by the Company of an initial Business Combination” and all variations thereof in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to the consummation of the transactions contemplated by the Business Combination Agreement.

2.6 References to Business Day. All references to “Business Day” in the Existing Warrant Agreement (including all Exhibits thereto) shall mean any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York, the Commonwealth of Massachusetts and Singapore.

2.7 References to Current Report on Form 8-K and Quarterly Report on Form 10-Q. All references to “Current Report on Form 8-K” and “Quarterly Report on Form 10-Q” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to “Current Report on Form 6-K”.

2.8 References to Annual Report on Form 10-K. All references to “Annual Report on Form 10-K” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to “Annual Report on Form 20-F”.

2.9 Detachability of Warrants. Section 2.4 of the Existing Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows:

“[intentionally omitted]”.

2.10 Fractional Warrants. Section 2.5 of the Existing Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows:

“2.5 Fractional Warrants. The Company shall not issue fractional Warrants.”

2.11 Private Placement Warrants. Sections 2.6(e) and (g) of the Existing Warrant Agreement are amended by deleting such Sections and replacing them entirely as follows:

“[intentionally omitted]”.

2.12 Extension Warrants. Section 2.7 of the Existing Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows:

“[intentionally omitted]”.

2.13 Duration of Warrants. Section 3.2 of the Existing Warrant Agreement is amended and restated by deleting it and inserting the following:

“3.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing the date that is thirty (30) days after March 19, 2026, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after March 19, 2026 and (y) other than with respect to the Private Placement Warrants then held by the Sponsor or its Permitted Transferees with respect to a redemption pursuant to Sections 6.1 or 6.2 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant then held by the Sponsor or its Permitted Transferees) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; providedfurther that any such extension shall be identical in duration among all the Warrants.”

2.14 Extraordinary Dividends. Section 4.1.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“4.1.2 Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities, or other assets to all or substantially all of the holders of the Class A Ordinary Shares on account of such Class A Ordinary Shares (or other securities of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above or (b) Ordinary Cash Dividends (as defined below) (any such non-excluded event being referred to herein as an “ExtraordinaryDividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid on each Class A Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Class A Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A Ordinary Shares issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share (which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Class A Ordinary Shares issuable on exercise of each Warrant).”

2.15 Raising of the Capital in Connection with the Initial Business Combination. Section 4.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“[intentionally omitted]”.

2.16 Replacement of Securities upon Reorganization, etc. Section 4.5(ii) of the Existing Warrant Agreement is hereby amended to remove the clause “(other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Articles or as a result of the redemption of Common Stock by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval)”, which clause shall be deemed deleted.

2.17 No Adjustment. Section 4.10 of the Existing Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows:

“[intentionally omitted]”.

2.18 Fractional Warrants. Section 5.3 of the Existing Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows:

“5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a Warrant.”

2.19 Transfer of Warrants. Section 5.6 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“[intentionally omitted]”.

2.20 Redemption of Warrants for Shares of Common Stock. The last paragraph of Section 6.2 of the Existing Warrant Agreement is hereby amended by deleting such paragraph and replacing it entirely as follows:

“The share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant. If the Warrant Price of a warrant is adjusted in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the Warrant Price pursuant to such Warrant Price adjustment. In no event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).”.

2.21 Registration of Common Stock. Section 7.4.1 of the Existing Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows:

“The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after March 19, 2026, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following March 19, 2026, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after March 19, 2026 and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average price of the Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Class A Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 (or any successor rule) under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.”

2.22 Waiver. Section 8.6 of the Existing Warrant Agreement is hereby amended by deleting such Section and replacing it entirely as follows:

“[intentionally omitted]”.

2.23 Warrant Certificate. Exhibit A to the Existing Warrant Agreement is hereby amended by deleting Exhibit A in its entirety and replacing it with a new Exhibit A attached hereto.

2.24 Notice Clause. Section 9.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

Horizon Quantum Computing Pte. Ltd.

29 Media Cir., #05-22

Singapore, 138565

Attn: Joe Fitzsimons

E-mail:

with a copy (which shall not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11^th^ Fl

New York, NY 10105

Attention: Adam C. Berkaw; David H. Landau

Email: [email protected]; [email protected]

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department”

Section 3. MiscellaneousProvisions.

3.1 Effectiveness of the Amendment. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the SPAC Merger and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason.

3.2 Successors. All the covenants and provisions of this Agreement by or for the benefit of Holdco, the SPAC or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

3.3 Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York. Subject to applicable law, each of Holdco and the SPAC hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. Each of Holdco and the SPAC hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

3.4 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

3.5 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

3.6 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

DMY SQUARED TECHNOLOGY GROUP, INC.
By:	/s/ Harry L. You
	Name:	Harry L. You
	Title:	Chief Executive Officer, Chief Financial Officer and Chairman
Horizon Quantum Holdings Ltd.
By:	/s/ Joseph Francis Fitzsimons
	Name:	Joseph Francis Fitzsimons
	Title:	Chief Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By:	/s/ Erika Young
	Name:	Erika young
	Title:	Vice President

EXHIBIT A

FORM OF WARRANT CERTIFICATE

See attached.

[Form of Warrant Certificate]

[FACE]

Number ___

Warrants

THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISEDPRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDEDFOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

HORIZON QUANTUM HOLDINGS LTD.

Incorporated Under the Laws of Singapore

CUSIP [●]

Warrant Certificate

This warrant certificate (this “WarrantCertificate”) certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants,” and each, a “Warrant”) to purchase Class A ordinary shares (“Class A Ordinary Shares”) of Horizon Quantum Holdings Ltd., a Singapore public company limited by shares (the “Company”). Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Class A Ordinary Shares as set forth below, at the exercise price (the “WarrantPrice”) as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America (or through “cashless exercise” as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each whole Warrant is initially exercisable for one Class A Ordinary Share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a Class A Ordinary Shares, the Company will, upon exercise, round down to the nearest whole number of Class A Ordinary Shares to be issued to the Warrant holder. The number of Class A Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

The initial Warrant Price is equal to $11.50 per Class A Ordinary Share. The Warrant Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and, to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

HORIZON QUANTUM HOLDINGS LTD.
By:
	Name:
	Title:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By:
	Name:
	Title:

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement, dated October 4, 2022 as duly executed and delivered by dMY Squared Technology Group, Inc., a Massachusetts corporation (the “SPAC”), to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), as amended by the Warrant Assignment, Assumption and Amendment Agreement, dated as of [____________], by and among the SPAC, the Warrant Agent and the Company (as amended, the “Warrant Agreement”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties, and immunities thereunder of the Warrant Agent, the Company, and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her, or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless, at the time of exercise, (i) a registration statement covering the Class A Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Class A Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides that, upon the occurrence of certain events, the number of Class A Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a Class A Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Class A Ordinary Shares to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to _________ Class A Ordinary Shares, and herewith tenders payment for such Class A Ordinary Shares to the order of the Company in the amount of $_________ in accordance with the terms hereof. The undersigned requests that certificates for such Class A Ordinary Shares be registered in the name of _________, whose address is _________, and that such Class A Ordinary Shares be delivered to _________, whose address is _________. If said number of Class A Ordinary Shares is less than all of the Class A Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class A Ordinary Shares be registered in the name of _________, whose address is _________, and that such Warrant Certificate be delivered to _________, whose address is _________.

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Class A Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.

In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless basis” pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Class A Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.

In the event that the Warrant is to be exercised on a “cashless basis” pursuant to Section 7.4 of the Warrant Agreement, the number of Class A Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Class A Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Class A Ordinary Shares. If said number of Class A Ordinary Shares is less than all of the Class A Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class A Ordinary Shares be registered in the name of _________, whose address is _________, and that such Warrant Certificate be delivered to _________, whose address is _________.

[Signature Page Follows]

Date:________________
	(Signature)
	(Address)
	(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS, AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

Exhibit 4.6

SPONSOR INDEMNIFICATION AGREEMENT

This Sponsor Indemnification Agreement (this “Agreement”) is dated as of March 19, 2026, 2025, by and among Horizon Quantum Holdings Ltd., a Singapore public company limited by shares (“Holdco”), Horizon Quantum Computing Pte. Ltd., a Singapore private company limited by shares (the “Company”), and dMY Squared Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement, dated as of September 9, 2025, 2025, entered into by and among dMY Squared Technology Group, Inc., a Massachusetts corporation (the “SPAC”), Holdco, Rose Acquisition Pte. Ltd., a Singapore private company limited by shares and wholly-owned subsidiary of Holdco, Horizon Merger Sub 2, Inc., a Massachusetts corporation and wholly-owned subsidiary of Holdco, and the Company (the “Business Combination Agreement”).

RECITALS

WHEREAS, on the date hereof, Holdco consummated the transactions contemplated by the Business Combination Agreement; and

WHEREAS, in connection with the Business Combination, the parties hereto desire to agree to certain matters as set forth herein.

AGREEMENT

NOW, THEREFORE, the parties hereto agree, as follows:

1.	Holdco and the Company each hereby agrees to and shall indemnify, exonerate and hold harmless the Sponsor<br>and its shareholders, members, directors, managers and officers (each, a “Sponsor Indemnified Person”), from and against<br>any and all actions, causes of action, suits, claims, proceedings, investigations, liabilities, losses, damages, costs, fees, penalties,<br>awards, settlements, judgments, decrees, amounts paid in settlement or expenses (including interest, assessments and other charges in<br>connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs of suit) (collectively,<br>the “Sponsor Indemnified Liabilities”) arising out of or relating to any pending or threatened action, cause of action,<br>suit, litigation, investigation, proceeding, inquiry, arbitration or claim against any of them or in which any of them may be a participant<br>or may otherwise be involved (including as a witness) that arises out of or relates to the SPAC’s operations or conduct of its business<br>(including, for the avoidance of doubt, the Transactions), and/or any claim against the Sponsor and/or a Sponsor Indemnified Person alleging<br>any expressed or implied management, control or endorsement of any activities of the SPAC, or any express or implied association with<br>Holdco, the Company, or the SPAC, or any of their respective affiliates (each of the foregoing, a “Claim”); provided,<br>that the foregoing shall not apply to any Sponsor Indemnified Liabilities to the extent arising primarily out of (a) any breach by such<br>Sponsor Indemnified Person of any other agreement between such Sponsor Indemnified Person, on the one hand, and the Company, Holdco or<br>the SPAC or any of their respective Subsidiaries, on the other hand, or (b) the willful misconduct, gross negligence or bad faith of such<br>Sponsor Indemnified Person.
2.	Holdco and the Company will, at their expense, undertake the defense of any Claim with attorneys of their<br>own choosing reasonably satisfactory in all respects to the applicable Sponsor Indemnified Person, subject to the right of such Sponsor<br>Indemnified Person to undertake such defense as hereinafter provided. The applicable Sponsor Indemnified Person may participate in such<br>defense with counsel of such Sponsor Indemnified Person’s choosing at the expense of Holdco and the Company. In the event that Holdco<br>or the Company does not undertake the defense of any Claim within a reasonable time after the applicable Sponsor Indemnified Person has<br>given the notice thereof, pursuant to Section 13 hereof, or in the event that such Sponsor Indemnified Person shall in good<br>faith determine that the defense of any Claim by Holdco and/or the Company is inadequate or may conflict with the interest of such Sponsor<br>Indemnified Person, such Sponsor Indemnified Person may, at the expense of Holdco and the Company and after giving notice, pursuant to<br>Section 13 hereof, to Holdco or the Company of such action, undertake the defense of the Claim and compromise or settle<br>the Claim, all for the account of and at the risk of Holdco and the Company.
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3.	Holdco and the Company shall pay all reasonable and documented costs and expenses (including, without<br>limitation, attorneys’ fees and costs of experts) incurred by any Sponsor Indemnified Person in connection with such Sponsor Indemnified<br>Person’s defense of any such Claim promptly after receipt of any statement therefor.
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4.	In the defense of any Claim against a Sponsor Indemnified Person, the Company and Holdco shall not, except<br>with the prior written consent of such Sponsor Indemnified Person, consent to entry of any judgment or enter into any settlement that<br>includes any injunctive or other non-monetary relief or any payment of money by such Sponsor Indemnified Person, or that does not include<br>as an unconditional term thereof the giving by the person or persons asserting such Claim to such Sponsor Indemnified Person of an unconditional<br>release from all liability on any of the matters that are the subject of such Claim and an acknowledgement that such Sponsor Indemnified<br>Person denies all wrongdoing in connection with such matters.
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5.	The Company and Holdco shall not be obligated to indemnify a Sponsor Indemnified Person against amounts<br>paid in settlement of a Claim if such settlement is effected by such Sponsor Indemnified Person without the prior written consent of the<br>Company or Holdco, which shall not be unreasonably withheld or delayed.
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6.	If the indemnification provided for in this Agreement is for any reason not available to a Sponsor Indemnified<br>Person as a matter of law in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such<br>Sponsor Indemnified Person therefor, the Company and Holdco shall contribute to the amount paid or payable by such Sponsor Indemnified<br>Person as a result of such losses, claims, damages or liabilities (and expenses relating thereto):
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a.	in such proportion as is appropriate to reflect the relative benefits to the Sponsor Indemnified Person,<br>on the one hand, and the Company and Holdco, on the other hand, of the subject matter of this Agreement; or
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b.	if the allocation provided by clause (a) above is not available, in such proportion as is appropriate<br>to reflect not only the relative benefits referred to in such clause (a) but also the relative fault of each of such Sponsor Indemnified<br>Person and the Company and Holdco, as well as any other relevant equitable considerations.
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7.	The provisions of this Agreement are (x) intended to be for the benefit of, and will be enforceable by,<br>each Sponsor Indemnified Person and each such Sponsor Indemnified Person’s heirs, legatees, representatives, successors and assigns,<br>and shall be binding on all successors and assigns of Holdco and the Company and may not be terminated or amended in any manner adverse<br>to such Sponsor Indemnified Person without its prior written consent and (y) in addition to, and not in substitution for, any other rights<br>to indemnification or contribution that any such Sponsor Indemnified Person may have by contract or otherwise. For the avoidance of doubt,<br>no amendment, alteration, or repeal of this Agreement or of any provision hereof shall limit or restrict any right of each Sponsor Indemnified<br>Person under this Agreement in respect of any Claim (regardless of when such Claim is first threatened, commenced, or completed), issue,<br>or matter therein arising out of, or related to, any action taken or omitted by such Sponsor Indemnified Person prior to such amendment,<br>alteration, or repeal.
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8.	This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of<br>the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties hereto, written<br>or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby provided, that, for<br>the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement<br>or any documents related thereto or referred to therein. This Agreement may not be changed, amended, modified or waived (other than to<br>correct a typographical error) as to any particular provision, except by a written instrument executed by the undersigned.
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9.	The Company and Holdco shall require and cause any of its successors (whether direct or indirect by purchase,<br>merger, consolidation, or otherwise) to this Agreement, by written agreement in form and substance satisfactory to each Sponsor Indemnified<br>Person, expressly to assume and agree to perform this Agreement to the fullest extent permitted by law. This Agreement shall be binding<br>on the undersigned and each of its respective successors (whether direct or indirect by purchase, merger, consolidation, or otherwise),<br>heirs and assigns and permitted transferees.
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10.	The Law of the State of New York shall govern (a) all claims or matters related to or arising from this<br>Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and<br>enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect<br>to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause<br>the application of the Law of any jurisdiction other than the State of New York.
11.	Each party hereto submits to the exclusive jurisdiction of first, the New York Supreme Court, Commercial<br>Division, located in the Borough of Manhattan in the City of New York, in the State of New York or if such court declines jurisdiction,<br>then to any court of the State of New York or the Federal District Court for the Southern District of New York, in any Proceeding arising<br>out of or relating to this Agreement, agrees that all claims in respect of the Proceeding shall be heard and determined in any such court<br>and agrees not to bring any Proceeding arising out of or relating to this Agreement in any other courts. Nothing in this Section11, however, shall affect the right of any party to serve legal process in any other manner permitted by Law or at equity. Each<br>party hereto agrees that a final judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment<br>or in any other manner provided by Law or at equity. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING<br>BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED<br>WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT.<br>EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY<br>AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
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12.	The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement<br>was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof,<br>in addition to any other remedy at law or in equity without the necessity of proving the inadequacy of money damages as a remedy and without<br>bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity. Each<br>of the parties hereto hereby further acknowledges that the existence of any other remedy contemplated by this Agreement does not diminish<br>the availability of specific performance of the obligations hereunder or any other injunctive relief. It is accordingly agreed that the<br>parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically<br>the terms and provisions of this Agreement in the New York Supreme Court, Commercial Division, located in the Borough of Manhattan in<br>the City of New York, in the State of New York, this being in addition to any other remedy to which such party is entitled at law or in<br>equity. Each party hereto hereby further agrees that in the event of any action by any other party for specific performance or injunctive<br>relief, it will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in<br>respect of such breach or violation should not be available on the grounds that money damages are adequate or any other grounds.
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13.	Any notice or other communication hereunder shall be sent in writing, addressed as specified below, and<br>shall be deemed given: (a) if by hand or recognized courier service, by 5:00 PM on a Business Day, addressee’s day and time, on<br>the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by email, on the date of transmission; or (c)<br>five (5) days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties<br>hereto as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party hereto shall specify<br>to the others in accordance with these notice provisions:
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If to Holdco or the Company:

Horizon Quantum Computing Pte. Ltd.

29 Media Cir., #05-22

Singapore, 138565

Attention: Joe Fitzsimons

E-mail:

with a copy (which shall not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Fl

New York, NY 10105

Attention: Adam C. Berkaw; David H. Landau

Email:	[email protected];<br>[email protected]

If to Sponsor:

dMY Squared Sponsor, LLC

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

Attention: Harry You

Email:

with a copy (which shall not constitute notice) to:

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Attention: Joel Rubinstein; Jonathan Rochwarger; Neeta Sahadev; Daniel Nussen

Email:	[email protected]; [email protected];
	[email protected]; [email protected]

[Signature Page Follows]

IN WITNESS WHEREOF, Holdco, the Company, and Sponsor have each caused this Sponsor Indemnification Agreement to be duly executed as of the date first written above.

HORIZON QUANTUM HOLDINGS LTD.
By:	/s/ Joseph Fitzsimons
Name:	Joseph Fitzsimons
Title:	Chief Executive Officer
HORIZON QUANTUM COMPUTING PTE. LTD.
By:	/s/ Joeseph Fitzsimons
Name:	Joseph Fitzsimons
Title:	Chief Executive Officer
DMY SQUARED SPONSOR, LLC.
By:	/s/ Harry L. You
Name:	Harry L. You
Title:	Managing Member

Exhibit 4.8

Form of Amendment to Subscription Agreement

AMENDMENT TO THE

SUBSCRIPTION AGREEMENT

This Amendment to the Subscription Agreement (this “Amendment”) is dated March [●], 2026, by and among the undersigned subscriber (“Subscriber”), Horizon Quantum Holdings Ltd. (formerly known as Rose Holdco Pte. Ltd.) (Company Registration No.: 202537774K), a Singapore public company limited by shares (“Holdco”), Horizon Quantum Computing Pte. Ltd. (Company Registration No.: 201802755E), a Singapore private limited company by shares (“Horizon”), and dMY Squared Technology Group, Inc., a Massachusetts corporation (the “SPAC”). The Subscriber, Holdco, Horizon and the SPAC are collectively referred to as the “Parties.”

WHEREAS, the Parties entered into that certain Subscription Agreement dated as of December 4, 2025 (the “Original Agreement”), pursuant to which the Subscriber agreed to subscribe for and purchase, on the terms and subject to the conditions contained therein, substantially concurrently with the consummation of the Transaction, that number of Class A ordinary shares (the “Subscribed Shares”) in the capital of Holdco, each entitling the holder thereof to one vote per share on all matters on which Holdco’s ordinary shares are entitled to vote (“Class A Ordinary Shares”), obtained by dividing the Subscriber’s aggregate subscription price as set forth on the Subscriber’s signature page thereto (the “Subscription Price”) by the Redemption Price (as defined in the SPAC’s amended and restated articles of organization) (the “Per Share Price”), and Holdco agreed to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the Subscription Price by or on behalf of Subscriber to Holdco;

WHEREAS, pursuant to Section 12(i) of the Original Agreement, the provisions of the Original Agreement (other than those provisions that reference the Placement Agent) may be amended, modified or waived by an instrument in writing signed by each of the parties thereto;

WHEREAS, the Parties wish to amend the Original Agreement by permitting Subscriber to elect to satisfy its Subscription by purchasing shares of SPAC’s Class A common stock in open market transactions at a price no higher than the Redemption Price, subject to the terms and conditions set forth in this Amendment; and

WHEREAS, capitalized terms used but not defined herein have the meanings ascribed to them in the Original Agreement.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Amendment to Original Agreement. The Original Agreement is hereby amended by adding a new Section 13, as follows:

“Section 13. Open Market Purchases.

(a) At the Subscriber’s election, the number of Subscribed Shares purchased by Subscriber hereunder may be reduced on a one-for-one basis up to an aggregate of the number of Open Market Purchase Shares (as defined below) purchased by Subscriber no later than one (1) Business Day prior to the Redemption Deadline (as defined below), pursuant to the terms of this Section 13 (the “Reduction Right”). For the purposes of this Section 13: “Open-Market Purchase Shares” means shares of Class A common stock, par value $0.0001 per share, of SPAC purchased by the Subscriber for its own account pursuant to open-market transactions with third parties at a price of less than the Redemption Price; and “Redemption Deadline” means the redemption deadline established in connection with the special meeting of shareholders of SPAC held to approve the Transaction.

(b) To exercise the Reduction Right with respect to the Open Market Purchase Shares, the Subscriber must agree to: (i) not sell or otherwise transfer such Open Market Purchase Shares prior to the consummation of the Transaction; (ii) not vote any Open Market Purchase Shares in favor of approving the Transaction and instead submit a proxy abstaining from voting thereon; and (iii) to the extent it has the right to have any of its Open Market Purchase Shares redeemed for cash in connection with the consummation of the Transaction, not exercise any such redemption rights (collectively, the “Open Market Purchase Reduction Conditions”).

(c) Subscriber shall, no later than one (1) Business Day prior to the Redemption Deadline, deliver a certificate to the SPAC, Holdco, and Horizon, signed by Subscriber, certifying: (i) the number of Subscribed Shares for which Subscriber has elected to exercise its Reduction Right, including the number of corresponding Open Market Purchase Shares, (ii) the date such Open Market Purchase Shares were purchased by Subscriber, (iii) the price per share at which such Open Market Purchase Shares were purchased by Subscriber, and (iv) that Subscriber has and will comply with the Open-Market Purchase Reduction Conditions.”

Miscellaneous.

(a) Ratification; No Additional Amendments; Entire Agreement. The Original Agreement, as modified by this Amendment, is in all respects ratified, approved and confirmed. Except as expressly modified hereby, the terms and conditions of the Original Agreement shall continue in full force and effect. The Original Agreement, as modified by this Amendment, constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.

(b) Governing Law, etc. This Amendment shall be governed by all of the “Miscellaneous” provisions in Section 12 of the Original Agreement, as modified hereby, as if such provisions were fully set forth herein, including all provisions concerning construction, reliance, enforcement, severability, notices, governing law, jurisdiction and venue.

(c) Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. This Amendment may not be modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought.

(d) Counterparts. This Amendment may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

[Signature Page Follows]

IN WITNESS WHEREOF, each of Holdco, the SPAC, Horizon, and the Subscriber has executed or caused this Amendment to be executed by its duly authorized representative as of the date first set forth above.

HORIZON QUANTUM HOLDINGS LTD.
By:
	Name:	Joseph Francis Fitzsimons
	Title:	Authorized Signatory
DMY SQUARED TECHNOLOGY GROUP, INC.
---	---	---
By:
	Name:	Harry L. You
	Title:	Chief Executive Officer and Chief Financial Officer
HORIZON QUANTUM COMPUTING PTE. LTD.
---	---	---
By:
	Name:	Joseph Fitzsimons
	Title:	Chief Executive Officer
[SUBSCRIBER]
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By:
	Name:
	Title:

Exhibit 4.10

Form of Singapore Executive Officer EmploymentAgreement

DATED THE	DAY OF	2026

BETWEEN

HORIZON QUANTUM HOLDINGS LTD.

AND

[●]

EMPLOYMENT AGREEMENT

CONTENTS

CLAUSE		PAGE
1.	DEFINITIONS AND INTERPRETATION	1
2.	DATE OF COMMENCEMENT	3
3.	IMMIGRATION	4
4.	DUTIES	4
5.	REMUNERATION	6
6.	ANNUAL LEAVE	8
7.	PARENTAL LEAVE	9
8.	SICK LEAVE	9
9.	TERMINATION OF EMPLOYMENT	10
10.	CONFLICTS OF DUTY	14
11.	NON-COMPETITION & NON-SOLICITATION	14
12.	CONFIDENTIALITY	16
13.	INTELLECTUAL PROPERTY	19
14.	MEDICAL CARE AND INSURANCE	20
15.	DATA PROTECTION	21
16.	GENERAL	22

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made on the day of

BETWEEN:
(1)	[HORIZON QUANTUM HOLDINGS LTD.] (Company Registration No. 202537774K), a company incorporated in Singapore and having its registered address at 9 Straits View, #06-07, Marina One West Tower, Singapore 018937 (the “Company”); and
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(2)	*[●Name]* (Identification / Passport Number: [●]) of [●Address] (the “Employee”),
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(collectively, the “Parties” and each, a “Party”).

WHEREAS:

The Company shall employ the Employee and the Employee shall serve the Company as [●Position] upon the terms and subject to the conditions of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.	Definitions and Interpretation
1.1	Definitions
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In this Agreement, unless the subject or context otherwise requires, the following words or expressions shall have the following meanings:

“Board” means the board of directors of the Company.

“Business” means the business of developing software for quantum computers and associated hardware innovations.

“Change of Control Event” means: (a) a transfer (whether by merger, consolidation, exchange or otherwise), in one (1) transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Company’s securities), of the Company’s securities or shares if, after such transaction, such person or group of affiliated persons would hold at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity; (b) any reorganisation, scheme of arrangement, merger, amalgamation or other consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity; or (c) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries.

“Confidential Information” means all information (including all oral and visual information, and all information recorded in writing or electronically, or in any other medium or by any other method) disclosed to, or obtained by the Employee from any Group Company or a third party acting on the Group Company’s behalf and (without prejudice to the generality of the foregoing) shall include, but shall not be limited to:

(a)	any such information ascertainable by the inspection, analysis or reading of the document or any other medium in which the information is recorded, and whether or not with the assistance of any electronic, mechanical or other devices;

(b)	any such information relating to a Group Company’s business, affairs, financial performance, business methods, property, distributorship, trading, transactions and/or other arrangements with third parties in which the Group Company may be or may have been concerned or interested, ideas, procedures, systems, inventions, algorithms, formulae, developments, databases, research, technical or other representations, documentation, diagrams and flow charts, schedules, forecasts, strategies, contact lists, business partner lists, rates of pay, operations, processes, plans, intentions, product information, know-how, designs, trade secrets, software, market opportunities, customer lists and business affairs;
(c)	Personal Data of individuals (including but not limited to those of colleagues, customers (who are individuals), corporate customers’ staff (including Personal Data provided by corporate customers), and corporate suppliers’/partners’/contractors’ staff) that the Employee comes into or may have come into contact with during the course of his/her work or employment; and
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(d)	any other information or materials not listed above but which are confidentially disclosed by the Group Company or any third party to him/her, which are marked private, secret or confidential, or are by their nature intended to be exclusively for the knowledge of the Employee alone.
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“GenerativeAI” means any current or future product, service, or tool that relies on or otherwise utilises artificial intelligence, machine learning, large language models, or other similar or successor technologies, in whole or in part, to create, generate, modify, or output content of any kind.

“Group” means the Company and its related corporations from time to time and “Group Company” shall refer to any of them.

“Intellectual Property Rights” means the full benefit of:-

(a)	all patents, trademarks, service marks, and other marks, logos, get-up, trade and business names, internet domain names, rights in designs (and applications for all the same), copyrights (including rights in computer software), moral rights, database rights, rights in knowhow, trade secrets (including, but not limited to, quantum algorithms, computer codes and processes developed by the Company), confidential information, inventions (including quantum hardware innovations developed by the Company), discoveries, improvements, designs, techniques, computer programs and other confidential processes and information and know-how, in each case whether capable of being registered, registered or unregistered and including applications for registration and all rights or forms of protection having equivalent or similar effect anywhere in the world and rights in the nature of unfair competition rights and rights to sue for passing off;
(b)	rights under licences, consents, orders, statutes or otherwise in relation to a right under sub-paragraph (a) above;
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(c)	rights of the same or similar effect or nature as or to those in subparagraph (a) and (b) which now or in the future may subsist; and
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(d)	the right to sue for past infringements of any of the foregoing rights.
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“PDPA” means the Personal Data Protection Act 2012.

“Personal Data” means data, whether true or not, about an individual who can be identified:

(a)	from that data; or
(b)	from that data and other information to which the organisation has or is likely to have access.
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“related corporation” has the meaning ascribed to it in section 6 of the Companies Act 1967.

“S$” means the lawful currency of the Republic of Singapore.

1.2	Interpretation

In this Agreement, unless the context or subject matter otherwise requires:

(a)	a reference to a statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the date of this Agreement;
(b)	words importing the singular shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, and words importing an individual shall include a company or corporation and vice versa;
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(c)	a reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time;
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(d)	any reference to a time of day is a reference to Singapore time; and
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(e)	references to “Clauses” and “Schedules” are, unless otherwise stated, to clauses of and schedules to this Agreement respectively, and references to this Agreement include its Schedules.
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2.	Date of Commencement
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Subject to Clause 3, the Employee’s employment shall commence on [●Insert Date]. [● To be inserted for executives previously employed by Horizon QuantumComputing Pte. Ltd. - For the avoidance of doubt, the Employee’s period of service with Horizon Quantum Computing Pte. Ltd. will count towards the Employee’s continuous employment with the Company, and all of the Employee’s accrued entitlements in respect of his/her employment with Horizon Quantum Computing Pte. Ltd. will be carried forward in his/her employment with the Company hereunder.]

3.	Immigration

Should the Employee require a work pass or other governmental approvals to work in Singapore, this offer will be conditional upon the grant of a valid work pass or approval by the Ministry of Manpower in Singapore. The Employee’s continuous employment with the Company will similarly be subjected to renewal of the Employee’s work pass or approval. In the event that the Ministry of Manpower does not approve or withdraws the Employee’s work pass or its approval, this Agreement will be terminated by operation of law without notice and without any payment in lieu of notice or compensation.

4.	Duties
4.1	Scope of Duties
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As the [●Position], the Employee’s duties shall be as specified in the Schedule hereto. In addition, the Employee shall from time to time undertake such other duties and roles as the Company shall from time to time assign or vest in him/her as may be necessary to meet the needs of the business of the Company and, without further remuneration unless otherwise agreed, accept such roles, office, appointments or designations as the Company may from time to time require[, including without limitation, in any other Group Company].

[For the avoidance of doubt, any resignation or removal from any role, office, appointment or designation within the Group for any reason whatsoever shall not affect the Employee’s employment with, and responsibilities as the [●Position], with the Company [(and vice versa)].]

[The Company reserves the right to second the Employee from time to time to any of the companies in the Group (“Host Company”). The secondment shall not result in a reduction in the Employee’s salary or any other material deterioration in the Employee’s terms of employment. In the event of a secondment, the Employee shall remain an employee of the Company at all times and shall not be deemed to be an employee of the Host Company by virtue of the secondment.]

4.2	Reporting

The Employee shall report directly to the [●Board/the Chief Executive Officer], or such other designated officer(s) of the Company as may from time to time be notified to him/her.

4.3	Furthering the Company’s Business Interests

The Employee shall perform all duties that may be required of and from him/her pursuant to the express and implicit terms hereof, to the reasonable satisfaction of the Company. Such duties shall be rendered at the premises or places as the Company shall in good faith require or as the interests, needs, business and opportunities of the Company shall require or make advisable.

In the discharge of his/her duties and in the exercise of his/her powers, the Employee shall observe and comply with all policies, rules, regulations and directions from time to time made by the Company and/or any Group Company or given to him/her and use his/her best endeavours to further the business of the Company and the Group. The Employee shall not damage, and shall use all reasonable endeavours to promote, the interests and reputation of the Company. The Employee shall not at any time make improper use of information acquired by virtue of his/her position in the Company to gain any advantage for himself/herself or for any other person to the detriment of any Group Company, whether directly or indirectly.

4.4	Hours of Work

Given the seniority of the Employee’s position and subject to this clause, the Employee shall have autonomy over his/her own working hours and shall devote such time, and additional hours, as is reasonably required to perform his/her duties or to meet the needs of the Company.

The Employee is expected to work at least 40 hours each week in aggregate, comprising at least five (5) working days per week for at least eight (8) hours on each working day. The fact that the Employee may be required to work on a Saturday or Sunday from time to time is already taken into account in the determination of his/her salary, and the Employee shall not be entitled to receive any time off or additional remuneration for work performed outside such working hours specified in this clause.

Unless prevented by illness, the Employee shall devote the whole of his/her time and attention during his/her normal working hours to the discharge of his/her duties and conform to such hours of work as may from time to time be reasonably required of him/her, including but not limited to working on weekends where reasonably required to discharge his/her duties hereunder.

4.5	Place of Work

The Employee’s normal place of work shall be the Company’s office(s) in Singapore. However, the Company reserves the right to change this to any other premises as it deems necessary at its sole discretion. In this regard, the Employee may be required to work at and/or travel to such places (within or outside Singapore) as the Company may reasonably require without additional remuneration and the Employee hereby agrees to travel to such places (whether within or outside of Singapore) and on such occasions as may be required by the Company and necessary for the proper execution by the Employee of his/her duties.

Under limited circumstances and on a case-by-case basis or as required by law, the Company may allow the Employee to work remotely on a temporary or regular basis. All requests for remote working are to be dealt with in accordance with the Company’s policy on remote working. At any time when the Employee is working remotely, he/she shall:

(a)	continue to comply with his/her obligations under this Agreement and adhere to all policies and procedures of the Company;
(b)	take reasonable care of his/her own health and safety and promptly notify the Company of any injuries or accidents that happen while he/she is working remotely;
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(c)	ensure the security and confidentiality of the Company’s information at all times;
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(d)	immediately report any breach of security arrangements, theft or damage; and
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(e)	ensure that his/her remote working arrangements do not in any way interfere with his/her work during working hours.
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4.6	Compliance with Laws
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The Employee shall at all times comply fully with all laws, customs, regulations and codes of conduct to which he/she is or may be subject or which are in force in the country in which he/she is from time to time located.

4.7	Anti-Bribery

The Employee shall not under any circumstances either directly or indirectly receive or accept for his/her own benefit any commission, rebate, discount, gratuity or profit from any person, company or firm having business transactions with the Company or the Group Companies. For the avoidance of doubt, this Clause 4.7 shall not apply to air miles, frequent flyer miles or other similar travel points redeemable under loyalty programmes offered by airlines and/or payment companies.

4.8	Communications

Save as expressly specified in writing by the Company, the Employee shall not under any circumstances either directly or indirectly communicate any views in an official capacity as an agent, employee or representative of the Company via print, television, wireless, online, social or other media.

4.9	Capacity

In the pursuance of his/her duties, the Employee shall work for the Company in that capacity or in such other capacity as the Company may require (which may include assuming an appointment to the board of directors of any Group Company). In performing those duties, Clause 4.3 will apply as if references to the Company are to the appropriate Group Company.

4.10	Company Policies

The Employee’s employment is also subject to other terms and conditions (whether expressed or implied) in the prevailing or future codes of conduct, policies, rules and regulations as may be laid down and/or amended by the Company from time to time (“Company’s Policies”). In the event that there are any inconsistencies between this Agreement or any of the Company’s Policies, the terms in this Agreement will take precedence.

5.	Remuneration
5.1	Salary
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The Employee will be paid a monthly salary of S$[●]. The salary in respect of each calendar month will be paid in arrears on the first working day of the next calendar month or otherwise in accordance with the Company’s Policies prevailing from time to time, within such time as required under applicable laws. It is the Employee’s sole responsibility to notify the Company of any changes to his/her bank account.

5.2	Review of Salary

The salary may be reviewed at the discretion of the Board. A salary revision will depend on, amongst others, the Employee’s performance, the performance of the Company and economic conditions generally. There will be no salary review after notice of termination of employment has been served by either Party to terminate the Employee’s employment. For the avoidance of doubt, the Employee should not have any legitimate expectations of an increment following such review.

5.3	Discretionary Bonus

The Company may, but shall not be obliged to, in addition to the salary, pay the Employee a discretionary bonus of such amount and at such intervals as the Company may in its absolute discretion determine. The amount (if any) of such bonus shall depend on, amongst other things, the Employee’s performance, the performance of the Company for that financial year and the remuneration policy of the Company from time to time. Payment of a bonus shall under no circumstances give rise to any entitlement, contractual or otherwise, to a bonus payment in relation to any other period and the Company may suspend or discontinue such bonus payments at any time whether generally or in relation to the Employee. The Employee acknowledges that the Company has not made any representation or guarantee that any bonus will be payable in any particular year. If the Employee should resign or otherwise cease employment with the Company for any reason whatsoever, whether during or at the end of the year, or be serving his/her notice period on the date the bonus is declared or to be paid, the Employee will not be paid any bonus (or any part thereof).

5.4	Deductions from Salary

There shall be deducted from the Employee’s remuneration (including but not limited to salary, allowance, bonus and commission) all such sums which the Parties have mutually agreed in writing to be deducted and/or which the Company is entitled, authorised and/or required under the laws of Singapore to deduct and/or withhold, whether for the Employee’s share of Central Provident Fund (“CPF”) contributions, withholding tax or otherwise. Without prejudice to the foregoing, the Company shall have the right to deduct from the Employee’s salary any inadvertent overpayment of salary or other relevant payments under this Agreement.

5.5	Tax

All income tax liabilities and other charges under applicable law incurred by the Employee in respect of his/her salary (whether by way of salary, bonus payments, benefits, or otherwise) shall be borne solely by him/her. In line with relevant tax laws, the Company may be required to withhold tax from the Employee’s salary and remit such amount to the appropriate tax authorities.

5.6	Expenses

The Company shall reimburse the Employee in respect of such expenses as may be incurred by the Employee while engaged in the business of the Company as the Company shall consider reasonable (at its discretion), upon the provision to the Company of proper receipts or other evidence of such expenditure, in accordance with the rules and procedures as may be established by the Company from time to time.

Expenses must be claimed within 30 days of being incurred. For the avoidance of doubt, any expenses which are not claimed within such a period shall only be reimbursed at the sole discretion of the Company.

5.7	Other Benefits

The Company may in its sole discretion provide employee benefits to the Employee in accordance with its prevailing policies and employee benefits program from time to time. Employees have no contractual rights to the benefits provided by the Company from time to time and the Company reserves the right to modify or discontinue at its sole discretion, its policies and employee benefits program. All benefits provided by the Company are provided subject to the terms and conditions imposed by the Company and/or third party providers. Employees shall not be entitled to any compensation of the loss, or prospective loss, of benefits arising from any employment action taken by the Company, including, without limitation, dismissal and the Company’s rights to take such employment actions shall not be restricted or fettered by the existence of any benefit policy.

5.8	CPF Contributions

If the Employee is a Singapore Citizen or Singapore Permanent Resident or upon his/her conversion to either of the foregoing, both Parties will be required to contribute to the CPF at the rates required and subject to the limits set out under the Central Provident Fund Act 1953 (“CPF Act”), or such other applicable legislation as may be in force from time to time. The Employee acknowledges and agrees that his/her portion of CPF contributions shall be deducted from his/her salary or other applicable payments, at the rates required and subject to the limits set out under the CPF Act, or such other applicable legislation as may be in force from time to time.

6.	Annual Leave
6.1	Annual Leave Entitlements
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The Company’s holiday year runs from 1 January to 31 December. In addition to statutory public holidays in Singapore, the Employee is entitled to twenty-four (24) days of paid annual leave in each holiday year, accrued on a day-to-day basis.

6.2	Approval for Annual Leave

Written approval in advance of the Company is required before annual leave may be taken. Annual leave may only be taken at such reasonable time or times as may be approved by the Company.

6.3	Accumulation of Annual Leave

The Employee shall be entitled to carry forward any accrued and unutilised annual leave entitlement in a holiday year to the following holiday year. Any annual leave entitlement which is carried forward to the following holiday year must be consumed by or before 31^st^ March of the following holiday year and any annual leave entitlements that have been carried forward and that remain unused as at 31^st^ March of the following holiday year will be forfeited without any obligation on the part of the Company to compensate the Employee.

6.4	Pro-rata Entitlement

If the Employee commences or ceases employment during a calendar year, his/her annual leave entitlement will be calculated on a pro-rata basis. Upon cessation of the Employee’s employment with the Company, he/she shall, if appropriate, either be entitled to pay in lieu of any outstanding annual leave entitlement or be required to repay to the Company one day’s salary in respect of each day of leave taken in excess of his/her annual leave entitlement. If the Employee is required to repay the Company for any annual leave taken in excess of his/her annual leave entitlement, the amount to be repaid may be deducted from any monies owing to him/her from the Company after cessation of his/her employment with the Company and the Employee hereby consents to such deduction being made.

6.5	Cessation of Employment

On cessation of employment (other than on the grounds specified in Clause 9.6), the Employee shall be entitled to salary in lieu of any unused annual leave entitlement as at the date of cessation of employment. To the extent payable, payment for any unused annual leave entitlement as of the date of cessation of employment shall be made within such time as required under applicable laws.

7.	Parental Leave

The Employee shall be entitled to parental leave if he/she so qualifies, in accordance with the prevailing provisions of Singapore law from time to time, which currently provide for up to 16 weeks of paid maternity leave or four weeks of paid paternity leave, six days of paid childcare leave or two days of paid extended childcare leave, up to six weeks of paid shared parental leave, 12 weeks of paid adoption leave, and 12 days of unpaid infant care leave.

8.	Sick Leave

The Employee shall be allowed paid sick leave not exceeding:

(a)	14 working days in each completed year of service if no hospitalisation is necessary; and
(b)	60 days (inclusive of the 14 days of non-hospitalisation sick leave) in each completed year of service if hospitalisation is necessary,
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provided that the Employee has served the Company for a period of not less than six (6) months. If the Employee has served the Company for a period of at least three (3) months but less than six (6) months, he/she shall be entitled to such number of days of sick leave as required in accordance with applicable legislation from time to time.

To be entitled to paid sick leave, the Employee must produce a certificate issued by a registered medical practitioner certifying that he/she is not fit for work by reason of any medical condition (the “Medical Certificate”) and his/her immediate supervisor must be notified promptly of his/her intention to take sick leave.

For the avoidance of doubt, the Company reserves the right to deem any leave of absence without a Medical Certificate as annual paid leave or unpaid leave.

The Company may require the Employee to undergo a medical examination by a medical practitioner appointed by the Company. The Employee authorises that medical practitioner to disclose to the Company any report or test results prepared or obtained as a result of that examination and to discuss with it any matters arising out of the examination which are relevant to his/her employment by the Company or which might prevent the Employee from properly performing his/her duties hereunder.

9.	Termination of Employment
9.1	Termination by Notice
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The Employee’s employment may be terminated at any time by either him/her or the Company giving to the other not less than [six (6)] months’ notice in writing.

9.2	Termination by Payment of Salary in Lieu of Notice

At any time during the said [six (6)] months’ notice in writing described in Clause 9.1, either Party shall be entitled (but not bound) to terminate the Employee’s employment immediately without prior notice by paying to the other Party the Employee’s gross salary (for the avoidance of doubt excluding any bonus and other additional remuneration) in lieu of notice for the remainder of the relevant notice period. Such payments shall be made in accordance with the Company’s regular payroll practices, as may be in effect from time to time, and in compliance with applicable laws.

9.3	Severance Payment in connection with Change of Control

If the Employee’s employment is terminated by the Company under Clause 9.1 in connection with a Change of Control Event, the Company shall pay the Employee a severance payment equivalent to ten (10) months of the Employee’s monthly basic salary (the “Severance Payment”) as at the effective date of termination of the Employee’s employment (the “Termination Date”), within two and one-half months from the Termination Date, subject to Employee executing the Company’s standard release of claims that become non-revocable prior to payment. For the avoidance of doubt, where the Employee’s employment is terminated by the Company on any of the grounds specified in Clause 9.6, the Employee shall not be entitled to receive the Severance Payment.

9.4	Notice Period and Annual Leave Entitlements

The Employee shall not be entitled to offset the notice period with any of his/her annual leave entitlements which remain unused unless the Company agrees otherwise in writing.

9.5	Garden Leave

On either Party giving notice to terminate the Employee’s employment, during such notice period:

(a)	the Company shall be under no obligation to vest in the Employee or assign to him/her any powers or duties or to provide work for him/her;
(b)	the Company may prohibit contact or communication, other than purely social contact, between the Employee and the Company’s customers and business contacts, suppliers, employees, officers, agents, directors, consultants and/or prospects;
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(c)	the Company may require the Employee not to attend work for all or any part of the period of notice, exclude him/her from any premises of the Company, and remove the Employee’s access to the Company’s premises and computer systems;
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(d)	the Company may require the Employee to work from home and/or to carry out exceptional duties or special projects outside the normal scope of his/her duties and responsibilities;
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(e)	the Company may require that the Employee immediately return any property belonging to the Company under Clause 12.4;
(f)	the Company may require that the Employee immediately resign from any directorships, trusteeships or other offices which he/~~she~~ may hold in any Group Company as a result of his/her capacity as an employee of the Company (or such other entity as he/she may be employed by in the Group);
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(g)	the Employee shall provide such assistance as the Company may require to effect an orderly handover of his/her duties and responsibilities to any individual appointed by the Company or other Group Company to take over his/her role or responsibilities; and
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(h)	the Employee shall make himself available to deal with requests for information, provide assistance, be available for meetings and to advise on matters relating to work as requested by the Company.
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The Employee shall not engage in any work outside the Company, whether by himself or together with others, and whether for his/her own benefit or for the benefit of others. The Employee agrees to take all accrued but unused annual leave during the period of garden leave. The Company’s right to exercise its powers under this Clause 9.5 is subject to the Employee continuing to receive his/her salary and all other contractual benefits during the notice period. For the avoidance of doubt, all the Employee’s duties (whether express or implied) under this Agreement, including without limitation, his/her duty of fidelity, good faith, exclusive service and duties in relation to the Company’s Confidential Information under Clause 12 shall continue throughout the period of garden leave. For the avoidance of doubt, if the Employee is placed on garden leave under this Clause 9.5, he/she shall not be entitled to receive any damages or compensation in respect of any bonus or other benefit which would otherwise be due to him/her for such period.

9.6	Termination without Notice

Notwithstanding anything contained herein, the Company shall be entitled at any time to terminate the Employee’s employment with immediate effect and without any payment or compensation whatsoever should:

(a)	the Employee commit any serious breach or repeat or continue (after warning) any material breach of his/her obligations hereunder;
(b)	the Employee be absent from work for more than 2 working days continuously without prior leave from the Company and (i) the Employee has no reasonable excuse for the absence; or (ii) the Employee does not inform and does not attempt to inform the Company of the excuse for the absence;
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(c)	the Employee commit any serious breach or repeat or continue (after warning) any material breach of the staff manual or the Employee Handbook (if any), Company’s Policies, compliance manual(s), guidelines and/or checklists;
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(d)	the Employee commit any act or engage in any conduct which would bring the Company into disrepute;
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(e)	the Employee commit or engage in any serious misconduct;
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(f)	the Employee be convicted of any arrestable criminal offence (other than an offence under road traffic legislation in Singapore or elsewhere for which a fine or non-custodial penalty is imposed);
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(g)	the Employee do anything or carry out any action or omit to do something (i) in breach of Clause 15; or (ii) that causes the Company and/or the Group to be in breach of the PDPA;
(h)	the Employee become bankrupt or makes any composition or enters into any arrangement with his/her creditors;
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(i)	the Employee be guilty of any fraud, dishonesty or conduct tending to bring himself/herself, the Company or any Group Company into disrepute;
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(j)	the Employee be disqualified from holding office as a director in another company in which he/she is concerned or interested because of wrongful trading;
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(k)	the Employee be found to have provided false or misleading information;
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(l)	the Employee resign from any directorships or offices with the Company or any other Group Company which he/she may hold in his/her capacity as an employee of the Company (or such other entity as he/she may be employed by in the Group) without the consent or concurrence of the Company;
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(m)	it become illegal for the Company to employ the Employee in Singapore; or
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(n)	the Employee have his/her work pass revoked or not renewed by the Ministry of Manpower (if applicable).
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The termination of the Employee’s employment howsoever arising shall not affect such of the terms hereof as are expressed to operate or have effect thereafter, in particular the provisions of Clause 11 and 12 below, and shall be without prejudice to any right of action already accrued to the Company in respect of any breach or default by him/her.

9.7	Suspension

If the Company believes that it may be entitled to terminate the Employee’s employment on the grounds of misconduct, it shall be entitled (but without prejudice to its right subsequently to terminate the employment on the same or any other ground) to suspend the Employee in accordance with applicable laws for the purpose of due inquiry into such misconduct, and may do any or all of the following during the period of suspension:

(a)	exclude the Employee from all or any premises of the Company or any Group Company; or
(b)	require the Employee to abstain from engaging in any contact (whether or not initiated by them) with any customer, client, supplier, other business connection, employee, director, officer, consultant or agent of the Company or any Group Company, save for in a social capacity; or
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(c)	require the Employee to deliver up to the Company, without destruction, deletion or redaction of any data or images, any correspondence, documents, laptops, computer drives, computer disks and other computer equipment, tapes, mobile telephones, or wireless devices (or similar equipment) in his/her possession or under his/her control and which belong to the Company or any of its associates, and to provide to the Company full details of all then current passwords or other privacy or security measures used by the Employee in respect of any such equipment; or
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(d)	suspend or limit the Employee’s access to the Company’s and/or any Group Company’s computer, e-mail, telephone, voicemail and other communication systems or databases.

During any period of suspension pursuant to this clause, the Employee shall (for the avoidance of doubt) continue to be bound by the duties of fidelity and good faith, shall continue to be available during normal business hours (other than approved annual leave, sick leave or other authorised leave) to perform any duties that may be assigned to the Employee (if any), and shall continue to comply with the terms of this Agreement including any instruction issued by the Company.

9.8	Obligations Upon Termination

Upon the termination of the Employee’s employment howsoever arising, he/she shall:

(a)	deliver to the Company documents (including correspondence lists of clients or customers, notes, memoranda, plans and other documents of whatsoever nature) books, drawings, papers, materials and any other property or assets made or compiled by or delivered to him/her during his/her employment hereunder and concerning the business, finances or affairs of the Group;
(b)	not at any time thereafter or for any purpose, use the name of the Company or any other Group Company in connection with the Employee’s or any other name in any way which may suggest that he/she is or has been connected with the Company or the businesses of any other Group Company, nor in any way hold himself / herself out as having or having had any such connection and the Employee shall not use any proprietary information concerning the Company or any other Group Company in his/ her businesses or affairs which he/she may have acquired in the course of or as incident to his/her employment for his/her own benefit or to the detriment or intended or probable detriment of the Company or any other Group Company;
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(c)	immediately and without claim for compensation resign from all positions and offices held in the Group (if any), and should the Employee fail to do so within seven (7) days from his/her last day of work with the Company, he/she irrevocably appoints the Company and its duly authorized officers and agents as his/her agent and attorney, to act for and on his/her behalf to sign, execute, verify and file any such documents and to do all other acts to effect such resignation with the same legal force and effect as if executed by him/her; and
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(d)	if so requested by the Company, send to a duly appointed officer of the Company a signed statement confirming that he/she has complied with Clause 9.8(a).
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9.9	Effect of Termination of the Employee’s Employment
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The expiration or determination of the Employee’s employment howsoever arising shall not affect such of the provisions hereof as are expressed to operate or have effect thereafter and shall be without prejudice to any right of action already accrued to either the Employee or the Company in respect of any breach of this Agreement by the other Party.

9.10	Approved Annual Leave

Any unconsumed annual leave approved prior to notice of termination being served shall become invalid, and the Employee shall submit a fresh application to take annual leave during the notice period, the approval of which shall be at the Company’s sole discretion depending on, amongst other things, the business needs of the Company.

9.11	Repatriation

The Employee agrees that he/she shall be solely responsible for any costs associated with repatriating him/her and his/her family, if any, after the termination of his/her employment with the Company.

10.	Conflicts of Duty

The Employee represents and warrants to the Company that by accepting the terms of his/her employment, he/she represents to the Company that his/her performance will not breach any other agreement to which he/she is a party and that he/she has not, and will not during the term of his/her employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this Agreement. Except as a representative of the Company or with the prior written approval of the Company, he/she shall not during the term of his/her employment with the Company, be engaged in any capacity in any other business, trade, or occupation (or the setting up of any business, trade, or occupation) or be or become an employee, agent, partner or director of any other company or assist or have any financial interest in any other business other than that of the Company (save as a holder of not more than two per cent. (2%) of the issued shares or securities of a company which are listed or dealt in on any recognised stock exchange or market) and shall disclose to the Company any like matters relating to his/her spouse, children, or parents. For the purpose of this Agreement, the term “occupation” shall include any public, private or charitable work which the Company considers may hinder or interfere with the performance of the Employee’s duties.

11.	Non-Competition & Non-Solicitation
11.1	Restriction
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The Employee acknowledges that in the course of his/her employment with the Company, he/she is likely to obtain personal knowledge of the Group’s trade secrets, proprietary information and confidential information, as well as personal knowledge and influence over the Company’s (or any other Group Company’s) customers and employees. In addition, the Employee acknowledges that the Group has a legitimate proprietary interest in maintaining a stable and trained workforce. In the circumstances, the Employee agrees that during the period of his/her employment by the Company, and for a period of six (6) months after the termination of such employment (the “Restrictive Period”), he/she shall not in the Territory, without the Company’s prior written consent (such consent not to be unreasonably withheld), directly or indirectly, and whether for himself/herself or on behalf of any other person:

(a)

be engaged, concerned or interested in any capacity, whether as director, principal, shareholder, agent, partner, consultant, employee, contractor or otherwise and whether on a full time or part time or ad hoc basis, and whether for remuneration or not, in any business which would or might reasonably be considered to be in competition with the business carried on by the Company and/or the Group as at the cessation of his/her employment and with which he/she was involved in the course of his/her employment during the period of six (6) months before the cessation of his/her employment or (if applicable) the date he/she commences his/her garden leave in accordance with Clause 9.5 above, whichever is earlier;

(b)	solicit or entice away or attempt to solicit or entice away from the Group the custom of, or interfere or seek to interfere or take such steps as may interfere with the supply from or sales to, any person, firm, company or organisation who shall at any time during the period of six (6) months before the cessation of his/her employment or (if applicable) the date he/she commences his/her garden leave in accordance with Clause 9.5 above, whichever is earlier, have been a customer, client, distributor or agent of the Group or in the habit of dealing with the Group and in respect of whom he/she had access to confidential information or with whom he/she has had substantial contact or was personally concerned, during the period of six (6) months before the cessation of his/her employment or (if applicable) the date he/she commences his/her garden leave in accordance with Clause 9.5 above, whichever is earlier; or
(c)	solicit or entice away or attempt to solicit or entice away from the Group any person who is an (i) officer, (ii) manager or (iii) employee holding the position of executive and above of the Group and with whom he/she had dealings in the course of his/her employment during the period of six (6) months before the cessation of his/her employment or (if applicable) the date he/she commences his/her garden leave in accordance with Clause 9.5 above, whichever is earlier, whether or not such person would commit a breach of his/her contract of employment by reason of leaving the Group.
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11.2	Permitted Holdings and Activities
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Nothing in Clause 11.1 shall preclude the Employee from:

(a)	holding (directly or through nominees) investments listed on any recognised stock exchange as long as he/she does not beneficially hold more than five per cent. (5%) of the issued shares, debentures or other securities of any class of one company and provided that he/she does not or shall not participate in or is otherwise involved in the management of such company; or
(b)	engaging in any general advertisement to the public of employment to which any person referred to in Clause 11.1(c) responds, provided that such advertisement is not specifically targeted at the Group nor any member of the Group nor any person referred to in Clause 11.1(c); or
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(c)	being engaged, concerned or interested in any other business, provided that such Employee’s work or activities in relation thereto shall relate solely to services or activities of a kind with which such Employee was not involved in the course of his/her employment by the Company for a period of six (6) months before the cessation of his/her employment or (if applicable) the date such Employee commences his/her garden leave in accordance with Clause 9.5 above, whichever is earlier.
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11.3	Consent and Undertaking to Inform
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The Employee further agrees that should he/she at any time during the Restrictive Period wish to secure the consent of the Company for the purposes of Clause 11.1, he/she shall, together with his/her request, also set forth the reasons and any accompanying undertakings that he/she will abide by as conditions to such consent, as will in his/her opinion ensure that the Company’s legitimate commercial interests and his/her post-employment fiduciary obligations are not prejudiced. The Employee further agrees to inform any future or potential employer about the post-termination restrictions in Clause 11.1 (“Post-Termination Restrictions”), and that the Company is entitled to inform any such future or potential employer about the Post-Termination Restrictions.

11.4	Reasonableness

While the restrictions set out in Clause 11.1 above are considered by the Parties to be reasonable in all the circumstances and no greater than is reasonable and necessary for the protection of the Company given that the Employee will have access to Confidential Information and will have influence over the employees, suppliers and/or customers of the Company, it is agreed that if any one or more of such restrictions shall either taken by itself or themselves together be adjudged to go beyond what is reasonable in all the circumstances for the protection of the Company’s legitimate commercial interests but would be adjudged reasonable if any particular restriction or restrictions were deleted or if any part or parts of the wording thereof were deleted, restricted or limited in any particular manner then the said restrictions shall apply with such deletions, restrictions or limitations, as the case may be. Each of the paragraphs contained in Clause 11.1 constitutes an entirely separate and independent covenant, and if any covenant is found to be invalid, this will not affect the validity or enforceability of any of the other covenants.

11.5	Injunctive Relief

The Employee further acknowledges that a breach of this Clause 11 will immediately and irreparably harm the Company and as such, the Employee consents to a grant of temporary and permanent injunctive relief against such breach and any further breach. The foregoing is without prejudice to the Company’s right to claim for damages caused to it as a result of the said breach and any other remedy available at law or in equity.

11.6	Territory

For the purposes of Clause 11.1, “Territory” shall be interpreted as referring to Singapore and any other country where the Company or any Group Company has a direct presence and with which the Employee was directly or indirectly involved in the course of his/her employment.

11.7	Survival of Obligations

The Employee’s obligations contained in this Clause 11 shall continue even after the termination of his/her employment.

12.	Confidentiality
12.1	Prohibition
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The Employee shall not, without the prior written consent of the Company:

(a)	use, copy, reproduce or otherwise exploit any Confidential Information; or
(b)	distribute, publish or disclose any Confidential Information to any person, for or in connection with anything other than the business of the Company. The Employee shall not receive any rights by implication or otherwise in any Confidential Information received by him/her under this Agreement.
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The Employee further agrees that the salary and conditions set out in this Agreement are strictly confidential to him/her and that he/she is not entitled to discuss these with any other employees of the Group or with third parties, save for the purposes of seeking professional advice.

12.2	Employee Obligations

Without prejudice to any other provisions in this Agreement, the Employee hereby agrees and undertakes to:

(a)	hold in strictest confidence the Confidential Information;
(b)	not use the Confidential Information for any purpose other than for the purpose of discharging the Employee’s work for the Company in the Employee’s capacity as an employee of the Company and always for the benefit of the Company;
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(c)	not use any confidential information and/or proprietary information belonging to any of his/her former employers or of any third party who has not authorised such use or disclosure;
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(d)	not use or include Confidential Information in connection with Generative AI, including in any prompt or input to Generative AI;
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(e)	take all steps to prevent any reproduction, duplication and/or copying of the Confidential Information by any person;
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(f)	take all steps to ensure that documents and items of work-in-progress (if any) that embody the Confidential Information are kept in secured storage areas;
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(g)	surrender and return all or any of the Confidential Information and any notes, memoranda or the like including any copies thereof to the Company on the Company’s written demand; and
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(h)	acknowledge that the Confidential Information and all rights therein are and shall remain the sole and exclusive property of the Company.
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12.3	Information Not Protected
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The protection to be accorded to Confidential Information hereunder does not and shall not extend to any information:

(a)	which is trivial or obvious;
(b)	which can be proved by documentary evidence to be information which is publicly available or which subsequently becomes publicly available other than by or in consequence of any breach of the Employee’s obligations of confidentiality;
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(c)	which can be proved by documentary evidence to be already rightfully known to the Employee at the date of this Agreement and not acquired directly or indirectly from the Company;
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(d)	which can be proved by documentary evidence to be independently developed by the Employee without resort to any Confidential Information;
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(e)	which can be proved by documentary evidence as having been given to the Employee by third parties who are not in breach of any obligations of confidentiality or secrecy; or
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(f)	which is required to be disclosed by applicable law or order of a court of competent jurisdiction or recognised stock exchange or government department or agency, provided that prior to such disclosure the Employee consults with the Company as to the proposed form, nature and purpose of the disclosure.
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12.4	Ownership of Materials

All notes, memoranda, records, correspondence, computer information (such as disks, files, spreadsheets and software), plans, drawings and other documents of whatsoever nature and all copies thereof made or compiled or acquired by the Employee during his/her employment in relation to the business, finances or affairs of any Group Company and all other property belonging to any Group Company, including but not limited to documents and other records (whether on paper, disc, tape or any electro-magnetic medium or in any other form) shall remain the property of the Group Company and shall be delivered by him/her to the Group Company from time to time on demand and in any event forthwith upon his/her leaving the service of the Company or any other Group Company.

12.5	Remedy

The Employee acknowledges that damages may be an inadequate compensation for breach of any of the covenants contained in this Clause 12 and, subject to a court’s discretion, the Company may (for itself or on behalf of any other Group Company) restrain, by injunction, equitable relief or similar remedy, any conduct or threatened conduct by the Employee which is or will be a breach of this Clause 12.

12.6	Rights and Obligations after Termination

The rights and obligations under this Clause 12 shall continue in force after termination of the Employee’s employment with the Company and shall be binding upon his/her representatives.

12.7	Permitted Disclosures

Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall prohibit either Party (or either Party’s attorney(s)) from (i) filing a charge with, reporting possible violations of federal law or regulation to, participating in any investigation by, or cooperating with the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice or any other securities regulatory agency, self-regulatory authority or federal, state or local regulatory authority (collectively, “Government Agencies”), or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, (ii) communicating directly with, cooperating with, or providing information (including trade secrets) in confidence to any Government Agencies for the purpose of reporting or investigating a suspected violation of law, or from providing such information to such party’s attorney(s) or in a sealed complaint or other document filed in a lawsuit or other governmental proceeding, and/or (iii) receiving an award for information provided to any Government Agency. Pursuant to 18 USC Section 1833(b), (1) the Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (2) the Employee acknowledges that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Further, nothing in this Agreement is intended to or shall preclude either party from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If the Employee is required to provide testimony, then unless otherwise directed or requested by a Government Agency or law enforcement, the Employee shall notify the Company as soon as reasonably practicable after receiving any such request of the anticipated testimony.

13.	Intellectual Property
13.1	Ownership of Works
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(a)	The Employee agrees and acknowledges that all rights, titles and interests (including Intellectual Property Rights) in any ideas, concepts, inventions, discoveries, developments, audio and video recordings, designs, drawings, content, materials, products and works of authorship created or developed by the Employee either alone or with others in performing his/her normal duties or tasks specifically assigned to him/her or by using the Company’s material or technical resources (collectively, “Works”) shall be owned by the Company. In addition, the Employee also agrees to irrevocably and absolutely waive rights of any kind in and to the Works (including any rights of paternity, attribution, disclosure, withdrawal and integrity and any other moral rights).
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(b)	To the extent that the Employee owns or will own any rights, titles and interests (including Intellectual Property Rights) to the Works, the Employee hereby agrees to assign and upon creation automatically assign, without further consideration, all of such rights, titles and interests (including Intellectual Property Rights), to the Company.
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(c)	To the extent that any of the Employee’s rights, titles and interests (including Intellectual Property Rights) to the Works cannot be assigned to the Company despite his/her best endeavours to ensure the same, the Employee shall grant to the Company an exclusive (even as to himself/herself), irrevocable, perpetual, worldwide, transferable, sub-licensable, royalty-free/licence-fee free right and licence to use the Works for any purposes.
---	---
(d)	In any instance where the provisions of this Clause 13.1 are, pursuant to any applicable law, not fully effective in ensuring that the rights, titles and interests in the Works are automatically owned by the Company, the Employee shall (if requested by the Company) sign all papers and execute all documents, including without limitation patent applications, trade mark applications, service mark applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, and do all things, which the Company may deem necessary or desirable in order to protect its rights, titles and interests in respect of the Works.
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13.2	Undertakings
---	---

The Employee, unconditionally and irrevocably agrees and undertakes with the Company:-

(a)	not to take any action or cause to be done anything in any manner whatsoever, to cause the Company’s Intellectual Property Rights to be affected, compromised, diminished or lost;
(b)	not to cause or permit anything which may damage or endanger the Company’s Intellectual Property Rights or the Company’s title to it or assist or allow others to do so;
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(c)	to notify the Company of any suspected infringement of the Company’s Intellectual Property Rights and to take such reasonable action as the Company shall direct at the Company’s expense in relation to such infringement;
---	---
(d)	ensure that any Works created, produced or worked on by the Employee does not infringe any third party’s Intellectual Property Rights;
---	---
(e)	not to challenge the validity of any of the Company’s Intellectual Property Rights;
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(f)	not to use the Company’s Intellectual Property Rights except directly in the conduct of the Business;
(g)	not to use the Company’s Intellectual Property Rights in the name or corporate name of such Employee;
---	---
(h)	to compensate the Company for any use of the Company’s Intellectual Property Rights by such Employee otherwise than directly in the conduct of the Business;
---	---
(i)	to indemnify the Company for any liability incurred to third parties for any use of the Company’s Intellectual Property Rights by the Employee otherwise than directly in the conduct of the Business;
---	---
(j)	not to apply for registration of the Company’s Intellectual Property Rights in such Employee’s name but to assist the Company at the Company’s expense any assistance it may require in connection with the registration of the Company’s Intellectual Property Rights in any part of the world and not to interfere with in any manner nor attempt to prohibit the use or registration of the Company’s Intellectual Property Rights or any similar name or designation by any other licensee of the Company; and
---	---
(k)	to hold any additional goodwill generated by such Employee for the Company’s Intellectual Property Rights or the Business as bare trustee for the Company.
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13.3	Appointment of Company as Attorney

The Employee irrevocably appoints the Company to be his/her attorney in his/her name and on his/her behalf to sign, execute or do any such instrument or thing and generally to use his/her name for the purpose of giving to the Company (or its nominees) the full benefit of the provisions of Clause 13. A certificate in writing in favour of any third party signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this Clause 13.3 shall be conclusive evidence that such is the case.

13.4	Waiver

To the extent permissible under applicable law, the Employee waives any and all of his/her rights in relation to the Works created or developed by the Employee during the Employee’s employment with the Company and he/she shall not assert any right or to institute, support, maintain or permit any action or claim based on or in connection with the infringement or the alleged infringement of his/her rights.

13.5	Rights and Obligations after Termination

The rights and obligations under this Clause 13 shall continue in force after termination of the Employee’s employment with the Company in respect of any Works created or developed by the Employee during the Employee’s employment under this Agreement and shall be binding upon his/her heirs, successors, assigns and representatives.

14.	Medical Care and Insurance

The Employee will be provided with medical care in accordance with the prevailing Company’s Policies relating thereto for the time being, which may be changed at the sole discretion of the Company, and to the benefits under any group insurance scheme to which the Company contributes for the provision of hospital, surgical or other medical benefits to its staff.

15.	Data Protection
15.1	Collection of Personal Data
---	---

Personal Data that the Company may collect in the context of the Employee’s employment with the Company includes, without limitation, the Employee’s name or alias, NRIC/FIN or passport number, date of birth, nationality, telephone number, email address, contact details, employment and training history, salary information and bank account details, details of the Employee’s next-of-kin, work-related health issues and disabilities, records on leave of absence from work, photographs and other audio-visual information, performance assessments, disciplinary records, additional information provided to the Company by the Employee as a job applicant, and any other Personal Data that the Employee knowingly and voluntarily provide to the Company.

15.2	Consent

The Employee consents to the collection, use, disclosure and/or processing of his/her Personal Data (including his/her roles and responsibilities, job functions, the reasons and circumstances for the cessation of his/her employment, investigations whether internal or external and the outcomes thereon, and any other matters which relate to his/her fitness and propriety whilst under employment at the Company) by the Company or any Group Company for legal, personnel, administrative, management and/or evaluative purposes. The Employee further consents that the Company may disclose his/her Personal Data to third parties where necessary, for the following purposes:

(a)	performing obligations under or in connection with the Employee’s contract of employment with the Company, including payment of salary and tax;
(b)	all administrative and human resources related matters within the Group, including administering payroll, granting access to the Company’s premises and computer systems, processing leave applications, administering the Employee’s insurance and other staff benefits, processing the Employee’s claims and expenses, and investigating any acts or defaults (or suspected acts or defaults) and developing human resource policies;
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(c)	managing and terminating the Employee’s employment relationship with the Company;
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(d)	monitoring the Employee’s performance during employment and the Employee’s use of the Company’s computer network resources and systems to, amongst other things, investigate potential contraventions of the Company’s internal or external compliance regulations, and resolving any employment related grievances;
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(e)	assessing and evaluating the Employee’s suitability for employment/appointment or continued employment/appointment in any position within the Group;
---	---
(f)	ensuring business continuity for the Company in the event that the Employee’s employment with the Company is or will be terminated;
---	---
(g)	performing obligations under or in connection with the Company’s provision of goods and services to its customers;
---	---
(h)	marketing the Company’s goods and services to potential customers;
---	---
(i)	facilitating any proposed or confirmed merger, acquisition or business asset transaction involving any part of the Company, or corporate restructuring process; and
---	---
(j)	facilitating the Company’s compliance with any laws, customs and regulations which may be applicable to the Company.
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15.3	Employee Obligations in Relation to Personal Data

The Employee shall comply with the PDPA and any data protection policy of the Company when handling Personal Data in the course of his/her employment, including Personal Data relating to any employee, customer, client, supplier or agent of the Company or any Group Company. Failure to comply with the PDPA and any data protection policy of the Company shall be met with disciplinary action and may be treated as gross misconduct resulting in the Employee’s dismissal without notice.

16.	General
16.1	Notices
---	---

Notices shall be given in writing by post, courier, personal delivery or electronic mail addressed, in the case of the Company, to its principal place of business for the time being or to the following electronic mail address: [Insert the Company’s E-Mail Address] and, in the Employee’s case, to him/her at his/her last known address or the electronic mail address in his/her employee personnel file. Any such notice, if given by post shall be deemed to have been duly served 48 hours after posting and in proving the same, it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and posted. Any notice given by courier or personal delivery shall be deemed to be duly served at the time of delivery to the Employee. Any notice given by electronic mail shall be deemed to be duly served at the time of transmission provided that the sender does not receive any indication that the electronic mail message has not been successfully transmitted to the intended recipient or has been delayed. In each case where delivery occurs on a day which is not a business day or after 6pm on a business day, service shall be deemed to occur at 9am on the next following business day.

16.2	Section 409A
(a)	To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A (“Section 409A”) of the United States Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with the Employee to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A; provided, however, that this Clause 16.2 shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so.
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(b)	Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. To the extent permitted under Section 409A, any separate payment or benefit under this Agreement or otherwise shall not be deemed “nonqualified deferred compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A. Any payments subject to Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement shall only be made upon the Employee’s separation from service (within the meaning of Section 409A).
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(c)	To the extent that any payments or reimbursements provided to the Employee under this Agreement are deemed to constitute compensation to the Employee to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and the Employee’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.
16.3	Excess Parachute Payments; Limitation on Payments.
---	---
(a)	Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by the Employee (including any payment or benefit received in connection with a termination of the Employee’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then, the Total Payments shall be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). If the Total Payments are so reduced, the Company shall reduce or eliminate the Total Payments (A) by first reducing or eliminating the portion of the Total Payments which are not payable in cash (other than that portion of the Total Payments subject to clause (C) hereof), (B) then by reducing or eliminating cash payments (other than that portion of the Total Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the Total Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time.
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(b)	For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the “Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
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16.4	Effect of Termination

The termination of the Employee’s employment howsoever arising shall not affect such of the terms hereof as are expressed to operate or have effect thereafter and shall be without prejudice to any right of action already accrued to the Company in respect of any breach or default by him/her.

16.5	Remedies and Waivers

No failure on the part of any Party to exercise and no delay on the part of any Party in exercising any right or remedy hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right or remedy under this Agreement preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

16.6	Assignment

The Employee shall not (nor shall he/she purport to) assign or transfer to any third party the benefit and/or burden of this Agreement, or grant, declare, create or dispose of any right, interest or obligation in it, or sub-contract the performance of any of his/her obligations under this Agreement, without the Company’s prior written consent.

16.7	Counterparts

This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Either Party may enter into this Agreement by signing any such counterpart.

16.8	Third Party Rights

Unless otherwise expressly provided herein, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, the Parties hereto may agree to supplement, vary (including any release or compromise of liability), rescind or terminate this Agreement without the consent of any third party. No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of, or seeks to rely on, this Agreement or any part of it.

16.9	Severability of Terms and Conditions

The various provisions in this Agreement are severable and if any provision or identifiable part is held or found to be invalid or otherwise unenforceable, it shall be deemed to be severed from the provision, but the remainder of the provision shall remain in full force and effect.

16.10	Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matters hereof, supersedes all previous correspondence, discussions, agreements, representations and undertakings exchanged or made between the Parties, and there are no representations, understandings or agreements relative hereto which are not fully expressed herein. Neither of the Parties has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other Party which is not set out or referred to in this Agreement as forming part of the contract of employment of the Employee.

16.11	Amendments

The Company shall have the right to unilaterally:

(a)	amend, add to or vary any of the terms in this Agreement for the purposes of compliance with applicable laws; or
(b)	make any amendments, additions or variations to this Agreement which are editorial in nature or for the purposes of reflecting any administrative or policy changes within the Company,
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and such amendment, addition or variation shall become fully effective and a binding term of the Employee’s employment upon notification to him/her. For the avoidance of doubt, no amendment or variation of the Employee’s material terms of employment (such as his/her salary and material employment benefits) shall be effective unless it is made in writing and signed by or on behalf of each of the Parties.

16.12	Governing Law

The terms and conditions set out in this Agreement shall be governed by and construed in accordance with the laws of Singapore.

16.13	Dispute Resolution

The Employee agrees to first inform the Company of any potential dispute in relation to his/her employment, and utilise the Company’s internal grievance procedure in accordance with the Company’s policies from time to time in force. Upon the receipt of such notice from the Employee, the Company and the Employee shall engage in good faith discussions to first resolve such dispute before commencing litigation. If the Employee is dissatisfied with the final determination of the internal grievance procedure, he/she may choose to proceed to commence litigation. Any dispute arising out of or in connection with this Agreement, including any question as to the existence, validity or termination of this Agreement, shall be referred to and finally resolved by arbitration pursuant to the rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of arbitration shall be Singapore and the arbitration shall be conducted in the English language. The arbitral tribunal shall consist of a single arbitrator to be appointed by the President of the Court of Arbitration of the SIAC in accordance with the SIAC Rules.

[Remainder of page intentionally left blank]

SCHEDULE

DUTIES AND RESPONSIBILITIES

[●To be set out based on the positionheld by the relevant Employee]

IN WITNESS WHEREOF this Agreement has been entered into by the Parties hereto.

The Company

SIGNED by
Name
Designation	Signature
for and on behalf of
HORIZON QUANTUM HOLDINGS LTD.

The Employee

SIGNED by
[●]
Name	Signature

Exhibit 4.11

HORIZON QUANTUM HOLDINGS LTD.

2026 EQUITY INCENTIVE PLAN

1.	Purpose

The Plan’s purpose is to attract, retain, and motivate persons who make important contributions to the Company by providing these individuals with the opportunity to acquire Shares. Additionally, the Plan is intended to align the interests of these individuals to those of the Company’s other shareholders.

2.	Definitions
2.1.	Administrator means the Board or a Committee to the extent the Board’s powers and<br>authorities under the Plan have been delegated to a Committee. “Administrator” also includes any officer that has been delegated<br>authority pursuant to Section 4.2 for such time as such delegation is in effect.
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2.2.	Affiliate means (i) any person or entity that directly or indirectly controls, is controlled<br>by or is under common control with the Company and/or (ii) to the extent provided by the Board or a Committee, any person or entity in<br>which the Company has a significant interest as determined by the Board or a Committee in its discretion. The term “control”<br>(including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to<br>any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and<br>policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.
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2.3.	Applicable Law means any applicable law, including without limitation: (i) provisions of<br>the Singapore Companies Act, the Singapore Securities and Futures Act, the Code, the Securities Act, the Exchange Act and any rules or<br>regulations thereunder, (ii) corporate, securities, tax or other laws, statutes, rules, requirements, or regulations, whether federal,<br>state, local, or foreign, and (iii) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted,<br>or traded.
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2.4.	Award means an Option award, Share Appreciation Right award, Restricted Share award, Restricted<br>Share Unit award, Performance Award, Dividend Equivalents award, or Other Share or Cash Based Award granted to a Participant under the<br>Plan.
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2.5.	Award Agreement means an agreement (written or electronic) made and delivered in accordance<br>with Section 12.3 of this Plan, evidencing the grant of an Award hereunder.
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2.6.	Board means the Board of Directors of the Company.
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2.7.	Cause means, in the case of a particular Award, unless the applicable Award Agreement states<br>otherwise, (i) the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined<br>in any employment or consulting agreement or similar document or policy between the Participant and the Company or an Affiliate in effect<br>at the time of such termination or (ii) in the absence of any such employment or consulting agreement, document or policy (or the absence<br>of any definition of “Cause” contained therein), (A) a continuing material breach or material default (including, without<br>limitation, any material dereliction of duty) by Participant of any agreement between the Participant and the Company, except for any<br>such breach or default which is caused by the Participant’s Disability, or a continuing failure by the Participant to follow the<br>direction of a duly authorized representative of the Company; (B) gross negligence, willful default or breach of fiduciary duty to the<br>Company or Affiliate by the Participant; (C) the commission by the Participant of an act of fraud, embezzlement or any crime of dishonesty<br>in connection with the Participant’s duties to the Company or Affiliate; or (D) the Participant’s conviction of, or plea of<br>nolo contendere or other guilty plea to, any crime that would materially and adversely affect: (i) the business reputation of the<br>Company or Affiliate or (ii) the performance of the Participant’s duties to the Company or an Affiliate. Any determination of whether<br>Cause exists shall be made by the Administrator in its sole discretion.
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2.8.	Change in Control shall, in the case of a particular Award, unless the applicable Award<br>Agreement provides otherwise or contains a different definition of “Change in Control” be deemed to occur upon:
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2.8.1.	A tender offer or other offer (or series of related offers) which is made and consummated for the ownership<br>of 50% or more of the outstanding voting securities of the Company, unless as a result of such tender offer more than 50% of the outstanding<br>voting securities of the surviving or resulting corporation or entity are owned in the aggregate by (A) the shareholders of the Company<br>(as of the time immediately prior to the commencement of such offer), or (B) any employee benefit plan of the Company or its Subsidiaries,<br>and their Affiliates;
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2.8.2.	The consummation of the Company’s amalgamation, merger or consolidation with another corporation,<br>unless as a result of such amalgamation, merger or consolidation, more than 50% of the outstanding voting securities of the surviving<br>or resulting corporation or entity shall be owned in the aggregate by (A) the shareholders of the Company (as of the time immediately<br>prior to such transaction); provided, that an amalgamation, merger or consolidation of the Company with another company which is controlled<br>by persons owning more than 50% of the outstanding voting securities of the Company shall constitute a Change in Control unless the Administrator,<br>in its discretion, determine otherwise, or (B) any employee benefit plan of the Company or its Subsidiaries, and their Affiliates;
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2.8.3.	The consummation of the Company’s sale of substantially all of its assets to another entity that<br>is not wholly owned by the Company, unless as a result of such sale more than 50% of such assets shall be owned in the aggregate by (A)<br>the shareholders of the Company (as of the time immediately prior to such transaction), or (B) any employee benefit plan of the Company<br>or its Subsidiaries, and their Affiliates;
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2.8.4.	The consummation of a transaction, or series of transactions, in which a Person acquires securities carrying<br>50% or more of the voting rights of the Company (whether directly, indirectly, beneficially or of record), unless as a result of such<br>acquisition securities carrying more than 50% of the voting rights of the surviving or resulting corporation or entity shall be owned<br>in the aggregate by (A) the shareholders of the Company (as of the time immediately prior to the first acquisition of such securities<br>by such Person), or (B) any employee benefit plan of the Company or its Subsidiaries, and their Affiliates; or
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2.8.5.	The Incumbent Directors cease to constitute a majority of the Board for any reason.
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For purposes of this Section 2.8, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) under the Exchange Act.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award or portion thereof that provides for the deferral of compensation that is subject to Section 409A, then to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described above in this Section 2.8 with respect to such Award or portion thereof shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

The Administrator shall have the authority, in its sole discretion, to determine whether a Change in Control has occurred, the effective date of such Change in Control, and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

2.9.

Clawback Policies means any policy of the Company regarding the reduction, recoupment, clawback or recovery of compensation, as such policies may be amended from time to time. “Clawback Policies” includes the Company’s policies to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other Applicable Law, as well as any implementing regulations and/or listing standards.

2.10.

Closing means the closing of the business combination agreement, dated as of September 9, 2025, by and between dMY Squared Technology Group, Inc., the Company, Rose Acquisition Pte. Ltd., a Singapore private company limited by shares and wholly-owned subsidiary of the Company, Horizon Merger Sub 2, Inc., a Massachusetts corporation and wholly-owned subsidiary of the Company, and Horizon Quantum Computing Pte. Ltd., a Singapore private company limited by shares.

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2.11.	Code means the Internal Revenue Code of 1986, as amended, and any successor thereto. References<br>in this Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance issued by any governmental<br>authority under such section, and any amendments or successor provisions to such section, regulations or guidance.
2.12.	Committee means one or more committees or subcommittees of the Board, which shall be comprised,<br>unless otherwise determined by the Board, solely of not less than two members who shall be (i) Non-Employee Directors, and (ii) “Non-Employee<br>Directors” within the meaning of Rule 16b-3.
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2.13.	Company means Horizon Quantum Holdings Ltd. (UEN: 202537774K), a Singapore public company<br>limited by shares.
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2.14.	Consultant means any person, including any adviser, engaged by the Company or a Subsidiary<br>to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company or a Subsidiary, (ii) renders<br>services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote<br>or maintain a market for the Company’s securities, and (iii) who qualifies as a consultant or advisor under Instruction A.1.(a)(1)<br>of Form S-8 under the Securities Act.
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2.15.	Designated Beneficiary means, if permitted by the Company, the beneficiary or beneficiaries<br>the Participant designates, in a manner the Company determines, to receive amounts due or exercise the Participant’s rights if the<br>Participant dies. If a Participant does not make an effective designation, then the “Designated Beneficiary” will mean the<br>Participant’s estate or legal heirs.
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2.16.	Director means a Board member.
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2.17.	Disability means a permanent and total disability under Code Section 22(e)(3).
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2.18.	Dividend Equivalents means a right granted to a Participant to receive the equivalent value<br>(in cash or Shares) of dividends paid on a specified number of Shares. Such Dividend Equivalents shall be converted to cash or additional<br>Shares, or a combination of cash and Shares, by such formula and at such time and subject to such limitations as may be determined by<br>the Administrator.
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2.19.	Effective Date has the meaning ascribed to such term in Section 21.
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2.20.	Employee means any employee of the Company or any of its Subsidiaries.
2.21.	Exchange Act means the United States Securities Exchange Act of 1934, as amended, and all<br>regulations, guidance, and other interpretive authority issued thereunder.
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2.22.	Fair Market Value means unless otherwise provided by the Administrator in accordance with<br>Applicable Law, on a given date, (i) if the Shares are listed on a national securities exchange, the closing sales price on the principal<br>exchange of the Shares on such date, as reported in The Wall Street Journal or another source the Administrator deems reliable,<br>or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported,<br>or (ii) if the Shares are not listed on a national securities exchange, the mean between the bid and offered prices as quoted by any nationally<br>recognized interdealer quotation system for such date, as reported in The Wall Street Journal or another source the Administrator<br>deems reliable, provided that if the Shares are not quoted on an interdealer quotation system or it is determined that the fair market<br>value is not properly reflected by such quotations, Fair Market Value will be determined by such other method as the Administrator determines<br>in good faith to be reasonable and in compliance with Section 409A.
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2.23.	GAAP means United States Generally Accepted Accounting Principles.
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2.24.	Greater Than 10% Shareholder means an individual then owning (within the meaning of Code<br>Section 424(d)) more than 10% of the total combined voting power of all classes of shares of the Company or of any Parent or of any Subsidiary.
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2.25.	Incentive Share Option means an Option that meets the requirements to qualify as an “incentive<br>stock option” as defined in Code Section 422.
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2.26.	Incumbent Directors means, for any period of 12 consecutive months, individuals who, at<br>the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who<br>shall have entered into an agreement with the Company to effect a transaction described in clause 2.8.1 or 2.8.3 of the Change in Control<br>definition) whose election or nomination for election to the Board was approved by a vote of at least a majority (either by a specific<br>vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director without objection to<br>such nomination) of the Directors then still in office who either were Directors at the beginning of the 12-month period or whose election<br>or nomination for election was previously so approved. No individual initially elected or nominated as a director of the Company as a<br>result of an actual or threatened election contest with respect to Directors or as a result of any other actual or threatened solicitation<br>of proxies by or on behalf of any person other than the Board shall be an Incumbent Director.
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2.27.	Non-Employee Director means a Director who is not an Employee.
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2.28.	Nonqualified Option means an Option that by its terms, or in operation, does not qualify<br>or is not intended to qualify as an Incentive Share Option.
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2.29.	Option means an Award granted pursuant to Section 6 hereof (excepting Share Appreciation<br>Rights) to purchase a specified number of Shares at a specified price per Share during a specified time period, each as specified in an<br>Award Agreement. An Option may be either an Incentive Share Option or a Nonqualified Option.
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2.30.	Other Share or Cash Based Awards means cash awards, awards of Shares, and other awards valued<br>by reference to or based on, Shares or other property.
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2.31.	Parent means a “parent corporation,” whether now or hereafter existing, as defined<br>by Code Section 424(e).

2.32.	Participant means a Service Provider who has been granted an Award.
2.33.	Performance Award means an Award granted hereunder that vests or is earned based at least<br>in part upon the attainment of performance criteria established by the Administrator.
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2.34.	Period of Restriction means the period during which the transfer of Restricted Shares is<br>subject to restrictions and a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of<br>certain performance criteria, or the occurrence of other events as determined by the Administrator.
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2.35.	Person means as defined in Section 3(a)(9) of the Exchange Act, as modified and used in<br>Sections 13(d) and 14(d) thereof; however, a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other<br>fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily<br>holding securities pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the shareholders<br>of the Company in substantially the same proportion as their ownership of shares of the Company.
2.36.	Plan means this Horizon Quantum Holdings Ltd. 2026 Equity Incentive Plan.
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2.37.	Restricted Shares means Shares, subject to a Period of Restriction or certain other specified<br>restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous service<br>for a specified period of time), granted under Section 7 or issued pursuant to the early exercise of an Option.
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2.38.	Restricted Share Unit or RSU means an unfunded and unsecured promise to deliver<br>Shares, cash, other securities, or other property, subject to certain restrictions (including, without limitation, a requirement that<br>the Participant remain continuously employed or provide continuous service for a specified period of time), granted under Section 8.
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2.39.	Restrictive Covenant means any non-competition, non-solicitation, confidentiality, non-disparagement,<br>non-disclosure, or similar agreement between a Participant and the Company or an Affiliate.
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2.40.	Rule 16b-3 means Rule 16b-3 promulgated under the Exchange Act, as amended.
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2.41.	Securities Act means the United States Securities Act of 1933, as amended, and all regulations,<br>guidance, and other interpretive authority issued thereunder.
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2.42.	Section 409A means Code Section 409A and the regulations and other guidance promulgated<br>thereunder by the United States Treasury Department, as amended.
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2.43.	Service Provider means an Employee, Consultant, or a Director.
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2.44.	Singapore Companies Act means the Companies Act 1967 of Singapore as from time to time modified,<br>re-enacted or consolidated, and includes any subsidiary or subordinate legislation made from time to time under that statute or statutory<br>provision.
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2.45.	Singapore Securities and Futures Act means the Securities and Futures Act 2001 of Singapore<br>as from time to time modified, re-enacted or consolidated, and includes any subsidiary or subordinate legislation made from time to time<br>under that statute or statutory provision.
2.46.	Share Limit has the meaning ascribed to such term in Section 5.1.
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2.47.	Shares means the Class A ordinary shares of the Company (and any shares or other securities<br>into which such common shares may be converted or into which they may be exchanged).
2.48.	Share Appreciation Right or SAR means a right granted under Section 6 hereof<br>to receive a payment equal to the excess of the Fair Market Value of a specified number of Shares on the date the right is exercised over<br>the exercise price set forth in the applicable Award Agreement.
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2.49.	Subsidiary means a “subsidiary corporation,” whether now or hereafter existing,<br>as defined by Code Section 424(f).
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2.50.	Substitute Awards means Awards granted or Shares issued by the Company in assumption of,<br>or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company<br>or other entity acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.
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2.51.	Tax Obligations means all tax obligations (including personal income tax) and social security<br>contributions whether in Singapore or elsewhere, including but not limited to any United States and non-United States federal, state,<br>and/or local taxes, including income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax, and any employer<br>tax liability which has been transferred to a Participant, for which a Participant is liable in connection with Awards and/or Shares.
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2.52.	Termination of Service means the time at which a Participant has terminated from all service<br>or engagement with the Company and its Affiliates (including cessation as a director), for any reason. A Termination of Service shall<br>occur when: (a) a Participant is no longer a Consultant, Employee, or Non-Employee Director; or (b) where a Participant is a Director<br>and an Employee, the Participant’s employment with the Company is terminated or the Participant ceases to be a director of the Company,<br>whichever is earlier. Where applicable, a “Termination of Service” shall only occur when such termination is also a “separation<br>from service” (as defined by Section 409A). The Company, in its sole discretion, shall make all determinations regarding whether<br>a Termination of Service has occurred.
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3.	Eligibility
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Service Providers are eligible to receive Awards pursuant to the Plan, subject to the Plan’s conditions and limitations. No Service Provider shall have any right to be granted an Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Service Providers, Participants, or other persons uniformly.

4.	Administration
4.1.	Generally. The Plan will be administered by the Administrator. The Administrator is authorized,<br>subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary for the proper administration of<br>the Plan and to make such determinations and interpretations, and to take such action in connection with the Plan and any benefits granted<br>hereunder as it deems necessary or advisable. Without limiting the foregoing, the Administrator shall have the sole discretion to (i)<br>designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Shares<br>to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine<br>the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised<br>in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended, and the method or methods by<br>which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances<br>the delivery of cash, Shares, other securities, other Awards or other property and other amounts payable with respect to an Award shall<br>be made; (vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete<br>any omission in this Plan and any instrument or agreement relating to, or Award granted under, this Plan; (viii) establish, amend, suspend,<br>or waive any rules and regulations and appoint such agents as the Administrator shall deem appropriate for the proper administration of<br>this Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; (x) to reprice existing<br>Awards or to grant Awards in connection with or in consideration of the cancellation of an outstanding Award with a higher price; and<br>(xi) make any other determination and take any other action that the Administrator deems necessary or desirable for the administration<br>of the Plan. All determinations and interpretations made by the Administrator shall be binding and conclusive on all Participants and<br>their legal representatives.
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4.2.	Delegation. The Board or a Committee may delegate its powers and authorities to one or more Committees<br>or officers of the Company, provided, however, that no officer of the Company or any Subsidiary may be delegated authority to grant, amend,<br>modify, make any administrative determination to, or cancel any Awards held by either (A) any person subject to Section 16 of the Exchange<br>Act or (B) an officer who has been delegated any authority under the Plan. All delegations shall be subject to terms and conditions determined<br>by the Board or a Committee. Any delegation of authority under the Plan may be revoked at any time. Regardless of any delegation, the<br>Board or a Committee may act as the Administrator at any time in accordance with Applicable Law.
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4.3.	Liability. Neither the Administrator nor any employee of the Company shall be liable for any act<br>or failure to act hereunder, except in circumstances involving his or her bad faith, gross negligence, or willful misconduct, or for any<br>act or failure to act hereunder by any other member or employee or by any agent to whom duties in connection with the administration of<br>this Plan have been delegated. To the extent permitted by Applicable Law and the constitution of the Company, the Company shall indemnify<br>members of the Administrator and any agent of the Administrator who is an employee of the Company, a Subsidiary, or an Affiliate against<br>any and all liabilities or expenses to which they may be subjected by reason of any act or failure to act with respect to their duties<br>on behalf of the Plan, except in circumstances involving such person’s bad faith, gross negligence or willful misconduct.
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4.4.	Administrative Delegation and Reliance. The Administrator may delegate to one or more of its members,<br>or to one or more agents, such administrative duties as it may deem advisable, and the Administrator, or any person to whom it has delegated<br>duties as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Administrator or such person<br>may have under the Plan. The Administrator may employ such legal or other counsel, consultants, and agents as it may deem desirable for<br>the administration of the Plan and may rely upon any opinion or computation received from any such counsel, consultant, or agent.
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5.	Plan Limits
5.1.	Number of Shares Available for Issuance. Subject to the provisions of Section 11, the maximum aggregate<br>number of Shares that may be issued under the Plan shall be the sum of (A) ten percent (10%) of the sum of (x) the total number of the<br>Company’s ordinary shares issued and outstanding immediately after the Closing, plus (y) the total number of the Company’s<br>ordinary shares issuable upon conversion, exercise, or exchange of convertible, exercisable, or exchangeable securities outstanding immediately<br>after the Closing, plus (B) an increase commencing on January 1, 2027 and continuing annually on each anniversary thereof through and<br>including January 1, 2036, equal to the lesser of (i) five percent (5%) of the Shares available for issuance under the Plan as of the<br>last day of the immediately preceding calendar year and (ii) such smaller number of Shares as determined by the Board or the Committee<br>(the “Share Limit”). The Shares subject to the Plan may be newly issued or repurchased shares.
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5.2.	Share Recycling. Upon payment in Shares pursuant to the exercise or settlement of an Award, the<br>number of Shares available for issuance under the Plan shall be reduced only by the number of Shares actually issued in such payment.<br>If a Participant pays the exercise price (or purchase price, if applicable) of an Award through the tender of Shares, or if the Shares<br>are tendered or withheld to satisfy any tax withholding obligations, the number of Shares so tendered or withheld shall again be available<br>for issuance pursuant to future Awards under the Plan, although such Shares shall not again become available for issuance as Incentive<br>Share Options. Shares shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled<br>in cash. If any outstanding Award expires or is terminated or canceled without having been exercised or settled in full, or if the Shares<br>acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the Shares allocable to<br>the terminated portion of such Award or such forfeited or repurchased Shares shall again be available for grant under the Plan.
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5.3.	Incentive Share Option Limit. No more than ten percent (10%) of the sum of (x) the total number<br>of the Company’s ordinary shares issued and outstanding immediately after the Closing, plus (y) the total number of the Company’s<br>ordinary shares issuable upon conversion, exercise, or exchange of convertible, exercisable, or exchangeable securities outstanding immediately<br>after the Closing, Shares (subject to adjustment pursuant to Section 11) may be issued under the Plan upon the exercise of Incentive Share<br>Options.
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5.4.	Substitute Awards. Substitute Awards shall not be counted against the Share Limit; provided, however,<br>that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding Options intended to qualify as<br>Incentive Share Options shall be counted against the Incentive Share Option limit in Section 5.3. Additionally, Shares subject to Substitute<br>Awards shall not be added to the Shares available for Awards under the Plan pursuant to Section 5.2. If the Company or any Subsidiary<br>acquires or combines with a company that has shares available under an equity plan approved by shareholders and in place prior to such<br>acquisition or combination (and not adopted in contemplation of such acquisition or combination), the available shares under the acquired<br>or combined entity’s plan (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and shall<br>not count against the Share Limit (and Shares subject to such Awards may again become available for Awards under the Plan as provided<br>in Section 5.2). Awards made from the available shares of an acquired or combined entity’s plan shall not be made after the date<br>awards or grants could not be under the terms of the acquired or combined entity’s plan prior to the acquisition or combination,<br>and shall only be made to individuals who were not Service Providers prior to such acquisition or combination. Substitute Awards may be<br>granted on such terms and conditions as the Administrator deems appropriate.
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5.5.	Non-Employee Director Award Limit. Notwithstanding any provision to the contrary in the Plan or<br>in any policy of the Company regarding Non-Employee Director compensation, the sum of the grant date fair value (determined as of the<br>grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto)<br>of all equity-based Awards and the maximum amount that may become payable pursuant to all cash-based Awards that may be granted to a Service<br>Provider as compensation for services as a Non-Employee Director during any calendar year shall not exceed $1,000,000 for such Service<br>Provider’s first year of service as a Non-Employee Director and $750,000 for each year thereafter.
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6.	Options and Share Appreciation Rights
6.1.	General. The Administrator, at any time and from time to time, may grant Options or Share Appreciation<br>Rights under the Plan to Service Providers. Each Option or Share Appreciation Right shall be subject to such terms and conditions consistent<br>with the Plan as the Administrator may impose from time to time, subject to the limitations in this Section 6. Any Option or Share Appreciation<br>Rights granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined<br>by the Administrator and set forth in the Award Agreement. Exercising an Option or Share Appreciation Right in any manner will decrease<br>the number of Shares thereafter available for purchase under the Option or Share Appreciation Right, by the number of Shares as to which<br>the Option or Share Appreciation Right is exercised.
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6.2.	Exercise Price. The per share exercise price for Shares to be issued pursuant to the exercise of<br>an Option or Share Appreciation Right will be determined by the Administrator; provided, however, that if it is necessary to avoid the<br>imposition of taxes under Section 409A, the exercise price per Share shall be no less than one hundred percent (100%) of the Fair Market<br>Value per Share on the date of grant, subject to Section 5.4. In the case of an Option or Share Appreciation Right that is a Substitute<br>Award or if the taxes under Section 409A do not apply, the exercise price for Shares subject to such Option or Share Appreciation Right<br>may be less than the Fair Market Value per Share on the date of grant; provided that the exercise price of any Substitute Award shall<br>be determined in accordance with the applicable requirements of Code Sections 424 and 409A.
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6.3.	Exercise Period. Options and Share Appreciation Rights shall be exercisable at such time or times<br>and subject to such terms and conditions as shall be determined by the Administrator; provided, however, that no Option or Share Appreciation<br>Right shall be exercisable later than (i) ten (10) years after the date it is granted to any Participant who is an employee of the Company<br>or its related corporations (as defined in the Singapore Companies Act), and (ii) five (5) years after the date it is granted to any other<br>Participant. No portion of an Option or Share Appreciation Right which is unexercisable at a Participant’s Termination of Service<br>shall thereafter become exercisable and the portion of an Option or Share Appreciation Right which is unexercisable at a Participant’s<br>Termination of Service shall automatically expire on the date of such Termination of Service. Options and Share Appreciation Rights granted<br>to an Employee who is a non-exempt employee for purposes of overtime pay under the United States Fair Labor Standards Act of 1938 shall<br>not become exercisable earlier than six months after its date of grant. Options and Share Appreciation Rights shall terminate at such<br>earlier times and upon such conditions or circumstances as the Administrator shall in its discretion set forth in such Award Agreement<br>at the date of grant; provided, however, the Administrator may, in its sole discretion, later waive any such condition. If, prior an Option’s<br>or Share Appreciation Right’s exercise and prior to its termination, a Participant commits an act of Cause (to be determined by<br>the Administrator), or violates a Restrictive Covenant, the Administrator may terminate the Participant’s right to exercise the<br>Option or Share Appreciation Right when it reasonably believes that the Participant may have participated in such act or violation.
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6.4.	Exercise. Options and Share Appreciation Rights may be exercised by delivering to the Company (or<br>such other person or entity designated by the Administrator) a notice of exercise, in a form and manner the Company approves, which may<br>be written or electronic, signed or authenticated by the person authorized to exercise the Option or Share Appreciation Right, together<br>with, as applicable, (a) payment in full of the exercise price for the number of Shares for which the Option is exercised in a manner<br>consistent with Section 6.5 and (b) satisfaction in full of any withholding obligations for Tax Obligations in a manner specified in Section<br>12.5. The Administrator may, in its discretion, require that any partial exercise of an Option or Share Appreciation Right be with respect<br>to a minimum number of Shares.
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6.5.	Payment Upon Exercise. To the extent permitted by Applicable Law, the Participant may pay the Option<br>exercise price by cash, wire transfer, or check and, if approved by the Administrator, as determined in its sole discretion, by the following<br>methods:
6.5.1.	surrender of other Shares that meet the conditions established by the Administrator to avoid adverse accounting<br>consequences to the Company (as determined by the Administrator);
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6.5.2.	by a broker-assisted cashless exercise in accordance with procedures approved by the Administrator, whereby<br>payment of the exercise price may be satisfied, in whole or in part, with Shares subject to the Option by delivery of an irrevocable direction<br>to a securities broker (on a form prescribed by the Administrator) to sell Shares and to deliver all or part of the sale proceeds to the<br>Company in payment of the aggregate exercise price;
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6.5.3.	for a Nonqualified Option, by delivery of a notice of “net exercise” to the Company, pursuant<br>to which the Participant shall surrender Shares then issuable upon the Nonqualified Option’s exercise valued at their Fair Market<br>Value on the exercise date;
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6.5.4.	such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable<br>Law;
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6.5.5.	any combination of the foregoing methods of payment.
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6.6.	Incentive Share Options.
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6.6.1.	Each Option will be designated in the Award Agreement as either an Incentive Share Option or a Nonqualified<br>Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which<br>Incentive Share Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company,<br>its Parent, or any Subsidiary) exceeds $100,000 (or such other limit established in the Code), such Options will be treated as Nonqualified<br>Options. For purposes of this Section 6.6.1, Incentive Share Options will be taken into account in the order in which they were granted.<br>The Fair Market Value of the Shares will be determined as of the time the Option is granted.
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6.6.2.	In the case of an Incentive Share Option, the exercise price will be determined by the Administrator,<br>but shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. The term of any Incentive<br>Share Option will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in<br>the case of an Incentive Share Option granted to a Greater Than 10% Shareholder, the term of the Incentive Share Option will be five (5)<br>years from the date of grant or such shorter term as may be provided in the Award Agreement and the exercise price shall not be less than<br>one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.
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6.6.3.	No Option shall be treated as an Incentive Share Option unless this Plan has been approved by the shareholders<br>of the Company in a manner intended to comply with the shareholder approval requirements of Code Section 422(b)(1), provided that any<br>Option intended to be an Incentive Share Option shall not fail to be effective solely on account of a failure to obtain such approval,<br>but rather such Option shall be treated as a Nonqualified Option unless and until such approval is obtained.
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6.6.4.	In the case of an Incentive Share Option, the terms and conditions of such grant shall be subject to and<br>comply with such rules as may be prescribed by Code Section 422. If for any reason an Option intended to be an Incentive Share Option<br>(or any portion thereof) shall not qualify as an Incentive Share Option, then, to the extent of such nonqualification, such Option or<br>portion thereof shall be regarded as a Nonqualified Option appropriately granted under this Plan.
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6.6.5.	By accepting an Incentive Share Option, the Participant agrees to give prompt notice to the Company of<br>dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within the<br>later of (a) two years from the grant date of the Option or (b) one year after the transfer of such Shares to the Participant, specifying<br>the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, or other consideration,<br>in such disposition or transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an<br>Incentive Share Option fails or ceases to qualify as an “incentive stock option” under Code Section 422. Any Incentive Share<br>Option or portion thereof that fails to qualify as an “incentive stock option” under Code Section 422 for any reason, will<br>be a Nonqualified Option.
7.	Restricted Shares
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7.1.	Generally. The Administrator, at any time and from time to time, may grant Restricted Shares to<br>Service Providers in such amounts as the Administrator, in its sole discretion, will determine, subject to the limitations of this Section<br>7. Each Award of Restricted Shares will be evidenced by an Award Agreement that will specify the Period of Restriction and the applicable<br>restrictions, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.<br>Restricted Shares may be awarded in consideration for (i) cash, check, bank draft or money order payable to the Company, (ii) past service,<br>or (iii) any other form of legal consideration (including future Service) that may be acceptable to the Administrator, in its sole discretion,<br>and permissible under Applicable Laws.
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7.2.	Restrictions; Voting Rights; Transferability. Unless the Administrator determines otherwise, Restricted<br>Shares will be held by the Company as escrow agent until the restrictions on such Restricted Shares have lapsed. The Administrator, in<br>its discretion, may accelerate the time at which any restrictions will lapse or be removed. During the Period of Restriction, a Participant<br>holding Restricted Shares may exercise the voting rights applicable to those restricted Shares, unless the Administrator determines otherwise.<br>Restricted Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable<br>Period of Restriction.
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7.3.	Dividends and Other Distributions. Except as provided in the Award Agreement, during the Period<br>of Restriction, a Participant holding Restricted Shares will be entitled to receive all dividends and other distributions paid with respect<br>to such Restricted Shares. If any such dividends or distributions are paid in Shares, such Shares will be subject to the same restrictions<br>on transferability and forfeitability as the Restricted Shares with respect to which they were paid.
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7.4.	Return of Restricted Shares to the Company. On the date set forth in the Award Agreement, the Restricted<br>Shares for which restrictions have not lapsed will be forfeited and will revert to the Company and again will become available for grant<br>under the Plan.
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7.5.	Section 83(b) Election. If a Participant makes an election under Code Section 83(b) to be taxed<br>with respect to the Restricted Shares as of the date of transfer of the Restricted Shares rather than as of the date or dates upon which<br>such Participant would otherwise be taxable under Code Section 83(a), such Participant shall be required to deliver a copy of such election<br>to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof.
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8.	Restricted Share Units (RSUs)
8.1.	Generally. The Administrator, at any time and from time to time, may grant RSUs under the Plan<br>to Service Providers. Each RSU shall be subject to such terms and conditions as are consistent with the Plan and as the Administrator<br>may impose from time to time, subject to this Section 8. Each Award of RSUs will be evidenced by an Award Agreement that will specify<br>the terms, conditions, and restrictions related to the grant, including the number of RSUs and such other terms and conditions as the<br>Administrator, in its sole discretion, will determine. A Participant holding RSUs will have only the rights of a general unsecured creditor<br>of the Company until delivery of Shares, cash, other securities, other property, or a combination of the foregoing.
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8.2.	Vesting and Other Terms. The Administrator will set vesting criteria in its discretion, which,<br>depending on the extent to which the criteria are met, will determine the number of RSUs that will be settled or paid out to the Participant.<br>Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout or other settlement of the RSUs as<br>determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of RSUs, the Administrator, in its sole discretion,<br>may reduce or waive any vesting criteria that must be met to receive a payout or other settlement of the RSUs.
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8.3.	Form and Timing of Payment. Payment of earned RSUs will be made as soon as practicable after the<br>date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned<br>RSUs in Shares, cash, other securities, other property, or a combination of the foregoing. If a cash payment is made in lieu of delivering<br>Shares, the amount of such payment shall be equal to the fair market value of the Shares as of the date on which the restricted period<br>lapsed with respect to such RSUs, less an amount equal to any taxes required to be withheld or paid. The Administrator may provide that<br>RSUs will be deferred, on a mandatory basis or at the Participant’s election, subject to compliance with Applicable Law.
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8.4.	Voting. The holders of RSUs shall have no voting rights as the Company’s shareholders.
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9.	Performance Awards
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9.1.	Generally. The Administrator shall have the authority to designate any Award described in Sections<br>6 through 8 of the Plan as a Performance Award. Additionally, the Administrator shall have the authority to make an award of a cash bonus<br>to any Participant and designate such Award as a Performance Award.
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9.2.	Discretion of Administrator. The Administrator shall have the discretion to establish the terms,<br>conditions, and restrictions of any Performance Award. For each performance period, the Administrator shall have the sole authority to<br>select the length of such performance period, the types of Performance Awards to be granted, the performance criteria that will be used<br>to establish the performance goals, and the level(s) of performance which shall result in a Performance Award being earned.
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9.3.	Performance Criteria. The Administrator may establish performance-based conditions for an Award<br>as specified in the Award Agreement, which may be based on the attainment of specific levels of performance of the Company (and/or one<br>or more Subsidiaries, divisions, business segments or operational units, or any combination of the foregoing) and may include, without<br>limitation, any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before<br>or after taxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating<br>profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity,<br>or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash<br>flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the Company’s<br>equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins;<br>(xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense<br>targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working<br>capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels<br>and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii)<br>timely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii)<br>strategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one or more of the performance<br>criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more Subsidiaries as a whole<br>or any business unit(s) of the Company and/or one or more Subsidiaries or any combination thereof, as the Administrator may deem appropriate,<br>or any of the above performance criteria may be compared to the performance of a selected group of comparison or peer companies, or a<br>published or special index that the Administrator, in its sole discretion, deems appropriate, or as compared to various stock market indices.<br>The Administrator also has the authority to provide for accelerated vesting of any Award based on the achievement of performance criteria<br>specified in this paragraph. Any performance criteria that are financial metrics, may be determined in accordance with GAAP or may be<br>adjusted when established to include or exclude any items otherwise includable or excludable under GAAP.
9.4.	Modification of Performance Goals. At any time, the Administrator may adjust or modify the calculation<br>of a performance goal for a performance period, to appropriately reflect any circumstance or event that occurs during a performance period<br>and that in the Administrator’s sole discretion, warrants adjustment or modification. Adjustments the Administrator may make include<br>but are not limited to the following: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes<br>in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring<br>programs; (v) unusual and/or infrequently occurring items; (vi) acquisitions or divestitures; (vii) discontinued operations; (viii) any<br>other specific unusual or infrequently occurring or non-recurring events, or objectively determinable category thereof; (ix) foreign exchange<br>gains and losses; and (x) a change in the Company’s fiscal year.
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9.5.	Terms and Conditions to Payment. Except as otherwise provided in an Award Agreement, a Participant<br>must be employed by the Company on the last day of a performance period to be eligible to vest and receive Shares, cash, or other consideration<br>in respect of a Performance Award for such performance period. A Participant shall be eligible to receive payment in respect of a Performance<br>Award only to the extent that the performance goals for such period are achieved and any other vesting conditions specified in the Participant’s<br>Award Agreement are satisfied. Following the completion of a performance period, the Administrator shall determine whether, and to what<br>extent, the performance goals for the performance period have been achieved and determine the number of Shares, cash or other consideration<br>that will be settled pursuant to Performance Awards.
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9.6.	Timing of Award Payments. Except as provided in an Award agreement, Performance Awards granted<br>for a performance period shall be paid to Participants as soon as administratively practicable following the Administrator’s determination<br>in accordance with Section 9.5.
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10.	Other Awards
10.1.	General. The Administrator may grant Dividend Equivalents or Other Share or Cash Based Awards,<br>to one or more Service Providers, in such amounts and subject to such terms and conditions as are consistent with the Plan.
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10.2.	Dividend Equivalents. The Administrator may provide that any Award, other than an Option or Share<br>Appreciation Right, may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently<br>or credited to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability and forfeitability<br>as the Award with respect to which the Dividend Equivalents are granted. The payment of Dividend Equivalents shall be specified in the<br>applicable Award Agreement and shall in all cases be subject to Applicable Law.
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10.3.	Other Share or Cash Based Awards. Other Share-Based Awards may be granted either alone, in addition<br>to, or in tandem with, other Awards granted under the Plan and/or cash awards made outside of the Plan. The Administrator shall have authority<br>to determine the Service Providers to whom and the time or times at which Other Share-Based Awards shall be made, the amount of such Other<br>Share-Based Awards, and all other conditions of the Other Share-Based Awards including any dividend and/or voting rights. The Administrator<br>may grant Cash Awards in such amounts and subject to such performance or other vesting criteria and terms and conditions as the Administrator<br>may determine. Cash Awards shall be evidenced in such form as the Administrator may determine.
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11.	Adjustments; Change in Control
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11.1.	Adjustments. In the event that any dividend or other distribution (whether in the form of cash,<br>Shares, other securities, or other property), recapitalization, share split, reverse share split, share consolidation, reorganization,<br>amalgamation, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company,<br>or other change in the corporate structure of the Company affecting the Shares occurs such that an adjustment is determined by the Administrator<br>(in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended<br>to be made available under the Plan, then the Administrator shall, in such manner as it may deem equitable, adjust (i) the number<br>and class of Shares which may be delivered under the Plan (or number and kind of other securities or other property); (ii) the number,<br>class and price (including the exercise or strike price of Options and SARs) of Shares subject to outstanding Awards, (iii) any applicable<br>performance criteria, performance period, and other terms and conditions of outstanding Performance Awards, and (iv) the numerical limits<br>in Section 5. Notwithstanding the preceding, the number of Shares subject to any Award always shall be rounded down to the nearest whole<br>number in the event of fractional entitlements.
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11.2.	Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company,<br>the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator<br>in its discretion may provide for a Participant to have the right to exercise an Award, to the extent applicable, until ten (10) days<br>prior to such transaction as to all of the Shares covered thereby, including Shares as to which the Award would not be vested or otherwise<br>be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award<br>shall lapse one hundred percent (100%), and that any Award vesting shall accelerate one hundred percent (100%), provided the proposed<br>dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously vested and,<br>if applicable, exercised, an Award will terminate immediately prior to the consummation of such proposed action.
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11.3.	Change in Control. In the event of a Change in Control, each outstanding Award shall be assumed<br>or an equivalent award substituted by the acquiring or successor corporation or a parent of the acquiring or successor corporation. Unless<br>determined otherwise by the Administrator, in the event that the successor corporation refuses to assume or substitute an Award, (A) the<br>Participant shall fully vest in and have the right to exercise the Award as to all of the Shares, including those as to which it would<br>not otherwise be vested or exercisable; (B) all applicable restrictions will lapse; and (C) all performance objectives and other<br>vesting criteria will be deemed achieved at targeted levels. If an Option or SAR is not assumed or substituted in the event of a Change<br>in Control, the Administrator shall notify the Participant in writing or electronically that the Option or SAR shall be exercisable, to<br>the extent vested, for a period of up to fifteen (15) days from the date of such notice, and the Option or SAR shall terminate upon the<br>expiration of such period. For the purposes of this Section 11.3, the Award shall be considered assumed if, following the Change in Control,<br>the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the<br>consideration (whether shares, cash, or other securities or property) received in the Change in Control by holders of Shares for each<br>Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration<br>chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in<br>the Change in Control is not solely common shares of the acquiring or successor corporation or its parent, the Administrator may, with<br>the consent of the acquiring or successor corporation, provide for the consideration to be received, for each Share subject to the Award,<br>to be solely common shares of the acquiring or successor corporation or its parent equal in fair market value to the per share consideration<br>received by holders of Shares in the Change in Control. Notwithstanding anything herein to the contrary, an Award that vests, is earned,<br>or is paid out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or the acquiring or<br>successor corporation modifies any of such performance goals without the Participant’s consent; provided, however,<br>that a modification to such performance goals only to reflect the acquiring or successor corporation’s post-Change in Control corporate<br>structure will not be deemed to invalidate an otherwise valid Award assumption. Payments under this Section 11.3 may be delayed to the<br>same extent that payment of consideration to the holders of Shares in connection with the Change in Control is delayed as a result of<br>escrows, earnouts, holdbacks, or any other contingencies.
12.	Provisions Applicable to Awards
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12.1.	Conditions Upon Issuance of Shares. Shares will not be issued pursuant to an Award unless the exercise<br>of such Award and the issuance and delivery of such Shares will comply with Applicable Law and will be further subject to the approval<br>of counsel for the Company with respect to such compliance. As a condition to the exercise or receipt of an Award, the Company may require<br>the person exercising or receiving such Award to represent and warrant at the time of any such exercise or receipt that the Shares are<br>being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel<br>for the Company, such a representation is required or desirable.
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12.2.	Transferability. No Award may be sold, assigned, transferred, pledged or otherwise encumbered,<br>either voluntarily or by operation of law, except by will or the laws of intestacy, descent and distribution. Each Participant may file<br>with the Administrator a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts<br>payable with respect to an Award, if any, due under this Plan upon his or her death. A Participant may, from time to time, revoke or change<br>his or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Administrator. The<br>last such designation filed with the Administrator shall be controlling; provided, however, that no designation, or change or revocation<br>thereof, shall be effective unless received by the Administrator prior to the Participant’s death, and in no event shall it be effective<br>as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his<br>or her spouse or, if the Participant is unmarried at the time of death, his or her estate. Upon the occurrence of a Participant’s<br>divorce (as evidenced by a final order or decree of divorce), any spousal designation previously given by such Participant shall automatically<br>terminate.
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12.3.	Documentation. All Awards made under the Plan shall be made pursuant to an Award Agreement. The<br>Administrator may, in its sole discretion, determine the terms and conditions set forth in each Award Agreement, provided that all such<br>terms and conditions are consistent with the Plan.
12.4.	Discretion. All Awards made pursuant to the Plan may be made alone or in addition to or in conjunction<br>with any other Award. The terms of each Award are not required to be identical, and the Administrator does not have to treat Participants<br>or Awards uniformly.
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12.5.	Withholding. A Participant shall be required to pay to the Company or any Affiliate, or the Company<br>or any Affiliate shall have the right and is hereby authorized to withhold, from any cash, Shares, other securities or other property<br>deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Shares, other securities<br>or other property) of any required withholding taxes, including any Tax Obligations, in respect of an Award, its exercise, or any payment<br>or transfer under an Award or under this Plan and to take such other action as may be necessary in the opinion of the Administrator or<br>the Company to satisfy all obligations for the payment of such withholding and taxes. In addition, the Administrator, in its discretion,<br>may make arrangements mutually agreeable with a Participant who is not an employee of the Company or an Affiliate to facilitate the payment<br>of applicable income and self-employment taxes. Without limitation, the Administrator may, in its sole discretion, permit a Participant<br>to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of Shares (which are not subject to any pledge<br>or other security interest) owned by the Participant having a fair market value equal to such withholding liability, (B) having the Company<br>withhold from the number of Shares otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares<br>with a fair market value equal to such withholding liability, (C) to the extent required or permitted under Applicable Law, deducting<br>an amount sufficient to satisfy such withholding obligation from any payment of any kind otherwise due to a Participant, (D) accepting<br>a payment from the Participant in cash, by wire transfer of immediately available funds, or by check made payable to the order of the<br>Company, or (E) if there is a public market for Shares at the time the withholding obligation for Tax Obligations is to be satisfied,<br>selling Shares issued pursuant to the Award creating the withholding obligation. The amount withheld pursuant to any of the foregoing<br>payment forms shall be determined by the Company and may be up to (but not in excess of) the aggregate amount of such obligations based<br>on the maximum statutory withholding rates in the Participant’s jurisdiction for all Tax Obligations that are applicable to such<br>taxable income.
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12.6.	Award Modification; Repricing. The Administrator may at any time, and from time to time, amend<br>the terms of any one or more Awards without the consent of any Participant; provided, however, that the Administrator may not make any<br>amendment which would otherwise constitute an impairment of the material rights under any Award unless the Participant consents to such<br>impairment in writing. Notwithstanding anything to the contrary in Section 4 and except for an adjustment pursuant to Section 11 or a<br>repricing approved by shareholders, in no case may the Administrator (i) amend an outstanding Option or Share Appreciation Right to reduce<br>the exercise price of the Award, (ii) cancel, exchange, or surrender an outstanding Option or Share Appreciation Right in exchange for<br>cash or other awards for the purpose of repricing the Award, or (iii) cancel, exchange, or surrender an outstanding Option or Share Appreciation<br>Right in exchange for an Option or Share Appreciation Right with an exercise price that is less than the exercise price of the original<br>Award.
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12.7.	Acceleration. The Administrator may at any time provide that any Award will become immediately<br>vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable,<br>in each case, subject to Applicable Law.
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12.8.	Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan. The<br>Administrator shall determine whether cash, additional Awards, or other property shall be issued or paid in lieu of fractional Shares<br>or whether any fractional Shares should be rounded down, forfeited, or otherwise eliminated.
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12.9.	Stamp Duty. By accepting an Award, each Participant acknowledges and agrees that (a) all transfers<br>of Shares which have been issued or delivered pursuant to the Plan shall be effected in accordance with Applicable Law and the provisions<br>of the constitution of the Company for the time being in force, including, in the case of transfers, the requirement for the instrument<br>of transfer to be in the form approved by the Directors of the Company, (b) under the Stamp Duty Act 1929 of Singapore, stamp duty is<br>payable within prescribed time limits on instruments of transfers of Shares (whether electronic or otherwise) which are either (i) executed<br>in Singapore, or (ii) executed outside Singapore but subsequently received in Singapore and an electronic instrument that is executed<br>outside Singapore is received in Singapore if (1) it is retrieved or accessed by a person in Singapore; (2) an electronic copy of it is<br>stored on a device (including a computer) and brought into Singapore; or (3) an electronic copy of it is stored on a computer in Singapore,<br>(c) unless agreed otherwise between a transferor and transferee, Singapore stamp duty is, by default, payable by the transferee of the<br>shares and (d) in respect of transfers of Shares to / from Cede & Co. (or its successor or assign), (x) where the transferor of the<br>Shares is Cede & Co. (or its successor or assign), the transferee shall be liable to pay any stamp duty, stamp duty reserve tax, transfer<br>or documentary tax, or similar tax, charge, duty or levy (collectively, “transfer taxes”) in respect of such transfer;<br>and (y) where the transferee of the Shares is Cede & Co. (or its successor or assign), the transferor shall be liable to pay any transfer<br>taxes in respect of such transfer and (e) any and all transfer taxes (and any interest, charge, penalty or the like payable in respect<br>of any transfer taxes) and any and all losses, costs, expenses, liabilities or damages, including, without limitation, reasonable attorneys’<br>fees and costs, imposed upon or incurred by the Company, the transfer agent and share registrar for the time being, The Depository Trust<br>Company (or other central securities depository), Cede & Co. (or its successor or assign), or any affiliate in connection with any<br>transfer taxes arising out of or based upon the transfer of Shares by the Participant and/or the Participant’s dealing in the Shares<br>shall be borne by the Participant and the Participant shall indemnify and hold harmless each of the Company, the transfer agent and share<br>registrar for the time being, The Depository Trust Company (or other central securities depository), Cede & Co., or any of their respective<br>affiliates, successors, or assigns (collectively, the “Indemnified Persons”) against any liability with respect<br>to any transfer taxes (and any interest, charge, penalty or the like payable in respect of any transfer taxes) and any and all losses,<br>costs, expenses, liabilities or damages, including, without limitation, reasonable attorney’s fees and costs imposed upon or incurred<br>by each of the Indemnified Persons or any such affiliate in connection with any transfer of Shares by the Participants and/or the Participant’s<br>dealing in the Shares (including any deposit of the Shares at The Depository Trust Company (or other central securities depository)).
13.	Section 409A
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13.1.	General. The Plan is intended to comply with Section 409A to the extent subject thereto, and shall<br>be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term<br>deferral period” (as defined in Section 409A) shall not be treated as deferred compensation unless Applicable Law requires otherwise.<br>Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent,<br>amend this Plan or any Award, adopt policies and procedures, make corrective filings, or take any other actions (including amendments<br>and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including exempting the Plan<br>and Awards from Section 409A or complying with 409A.
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13.2.	Payments to Specified Employees. Notwithstanding anything in the Plan or an Award Agreement to<br>the contrary, any payment or settlement made pursuant to an Award to a “specified employee” (as defined by Section 409A and<br>as determined by the Administrator) due to such Participant’s “separation from service” (as defined by Section 409A)<br>will, to the extent necessary to avoid adverse tax consequences to the Participant, be delayed for the six-month period immediately following<br>such “separation from service (or, if earlier, on the “specified employee’s” death) and will instead be paid on<br>the day immediately following such six-month period or as soon as practicable thereafter. Any delayed payment under this Section 13.2<br>shall not accrue interest during the delay. All payments of “nonqualified deferred compensation” (as defined by Section 409A)<br>that are scheduled to be paid more than six months following a “specified employee’s” termination, shall be made on<br>their regular schedule.
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13.3.

Change in Control. If any Award is or becomes subject to Code Section 409A and if payment of such Award would be accelerated or otherwise triggered under a Change in Control, then the definition of Change in Control shall be deemed modified, only to the extent necessary to avoid the imposition of an excise tax under Code Section 409A, to mean a “change in control event” as such term is defined for purposes of Code Section 409A.

14.

Amendment of the Plan

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The Board may at any time amend, alter, suspend, or terminate the Plan. The Company may obtain shareholder approval of any Plan amendment to the extent necessary or, as determined by the Administrator in its sole discretion, desirable to comply with Applicable Law, including any amendment that (i) increases the number of Shares available for issuance under the Plan or (ii) changes the persons or class of persons eligible to receive Awards. No amendment, alteration, suspension, or termination of the Plan will materially impair the rights of any Participant with respect to outstanding Awards, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

15.	Foreign Participants

The Administrator may from time to time establish sub-plans under the Plan for purposes of satisfying securities, tax, or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other terms and conditions as the Administrator determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.

16.	Clawbacks

Notwithstanding any other provisions in the Plan, the Administrator may cancel any Award, require reimbursement of any Award, and effect any other right of recoupment of equity or other compensation provided under the Plan in accordance with Company policies, including the Company’s Clawback Policies. A Participant may be required to repay to the Company previously paid compensation, whether provided pursuant to the Plan or an Award Agreement, in accordance with the Clawback Policies. By accepting an Award, the Participant agrees to be bound by the Clawback Policies and to adhere to the Clawback Policies to the extent required by Applicable Law.

17.	No Right to Continued Service

Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) a Participant’s employment with or without notice and with or without Cause, or (ii) a Participant’s service as a Consultant or Director.

18.	No Rights as a Shareholder

Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to such Award unless and until such Participant has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities, or other property) or distributions of other rights for which the record date is prior to the date such Share certificates are issued, except as provided in Section 11.

19.	Miscellaneous
19.1.	Limitations on Liability. Neither the Company, nor its Parent, nor any Subsidiary, nor any person<br>serving as Administrator shall have any liability to a Participant in the event an Award held by the Participant fails to achieve its<br>intended characterization under the tax, securities, or other applicable laws and regulations.
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19.2.	Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory<br>body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of<br>any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such<br>requisite authority will not have been obtained.
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19.3.	Severability. Notwithstanding any contrary provision of the Plan or an Award Agreement, if any<br>one or more of the provisions (or any part thereof) of this Plan or an Award Agreement shall be held invalid, illegal, or unenforceable<br>in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability<br>of the remaining provisions (or any part thereof) of the Plan or Award Agreement, as applicable, shall not in any way be affected or impaired<br>thereby.
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19.4.	Governing Documents. The Plan and each Award Agreement evidencing an Award are intended to be read<br>together, and together, set forth the complete terms and conditions of each Award. To the extent of any contradiction between the Plan<br>and any Award Agreement or other written agreement between a Participant and the Company, the Plan will govern unless the Award Agreement<br>or other written agreement was approved by the Administrator and expressly provides that a specific provision of the Plan will not apply.
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19.5.	Governing Law. The Plan will be governed by and construed in accordance with the internal laws<br>of the State of Delaware, without reference to any choice of law principles.
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19.6.	Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously<br>consents to the collection, use, disclosure, and transfer, in any form, of personal data as described in this section by and among the<br>Company and its Subsidiaries, Affiliates, and their agents exclusively for implementing, administering, and managing the Participant’s<br>participation in the Plan. The Company, its Subsidiaries, and Affiliates may hold certain personal information and/or personal data about<br>a Participant, including the Participant’s name, address, telephone number, birthday, social security or other identification number,<br>salary, nationality, job title(s), any Shares held in the Company, its Subsidiaries, and Affiliates, and Award details to implement, manage,<br>and administer the Plan and Awards (the “Data”). The Company, its Subsidiaries, and Affiliates may, in accordance<br>with applicable data protection laws, transfer the Data amongst themselves as necessary to implement, administer, and manage a Participant’s<br>participation in the Plan, and the Company, its Subsidiaries, and Affiliates may transfer the Data to third parties assisting the Company<br>with Plan implementation, administration, and management. These third-party recipients may be located in the United States or elsewhere,<br>and the applicable location may be subject to different data privacy laws than the Participant’s home country. By accepting an Award,<br>each Participant authorizes each recipient to receive, possess, use, retain, and transfer the Data, in electronic or other form, to implement,<br>administer, and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other thirty<br>party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as<br>long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time,<br>view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the<br>Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant, or refuse or withdraw the<br>consents in this section in writing, without cost, by contacting the local human resources representative. The Company may cancel the<br>Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding<br>Awards if the Participant refuses or withdraws the consents in this section.
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19.7.	Titles and Headings. The titles and headings in the Plan are for purposes of convenience only and<br>are not intended to define or limit the construction of the provisions hereof.
19.8.	Intended to Comply with Applicable Law. The Plan and all Awards granted hereunder are intended<br>to fully comply with Applicable Law. All administrative actions, determinations, and exercises of discretion by the Administrator shall<br>comply with Applicable Law. To the extent permitted by Applicable Law, the Plan and all Award Agreements will be deemed amended as necessary<br>to conform to Applicable Law.
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20.	Shareholder Approval
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The Plan will be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Law. All Awards hereunder are contingent on approval of the Plan by the Company’s shareholders. Notwithstanding any other provision of this Plan, if the Plan is not approved by the Company’s shareholders within twelve (12) months after the date the Plan is adopted, the Plan and any Awards hereunder shall be automatically terminated.

21.	Effective Date

The Plan shall be effective as of the Closing, which is ________________ ___, 2026, the date on which the Plan was adopted by the Board (the “Effective Date”).

Unless terminated earlier under Section 14, this Plan shall terminate on ________ ___, 2036, ten (10) years after the Effective Date.

HORIZON QUANTUM HOLDINGS LTD2026 EQUITY INCENTIVE PLAN (the “PLAN”)

IRELAND – IRISH SUB-PLAN

(Current as at March 19, 2026)

Capitalized terms not explicitly defined in this Irish Supplement but defined in the Plan shall have the same definitions as in the Plan, unless the context otherwise requires.

1	Purpose and Eligibility

The purpose of this sub-plan to the Plan (the “Irish Supplement”) is to enable the Board (as defined in the Plan) to grant Awards, including Option awards, Share Appreciation Right awards, Restricted Share awards, Restricted Share Unit awards, Performance Awards, Dividend Equivalents awards, or Other Share or Cash Based Awards, or any combination of the foregoing (the “Award” or “Awards”), to eligible Employees, Directors and Consultants (as defined in the Plan) who are based in Ireland. The Irish Supplement should be read and construed as one document with the Plan. Awards may only be granted under the Irish Supplement to eligible Employees, Directors and Consultants. Any person to whom an Award or Share has been granted under the Irish Supplement is a Participant for the purposes of the Plan.

The tax and social security consequences of participating in the Plan are based on complex tax and social security laws, which may be subject to varying interpretations, and the application of such laws may depend, in large part, on the surrounding facts and circumstances. Therefore, we recommend that theParticipant consults with their own tax advisor regularly to determine the consequences of taking or not taking any action concerningtheir participation in the Plan and to determine how the tax, social security or other laws in Ireland (or elsewhere) apply to their specificsituation.

2	Terms

Awards granted pursuant to the Plan shall be governed by the terms of the Plan, subject to any such amendments set out herein and as are necessary to give effect to Section 1 of the Irish Supplement, and by the terms of the Award Agreement entered into between the Company and the Participant. To the extent that there is a conflict between the rules of the Plan and the Irish Supplement or the Award Agreement and the Irish Supplement, the provisions of the Irish Supplement shall prevail.

3	Taxes

The references in the Plan and / or the supporting documents to “tax” or “taxes” includes any and all taxes, charges, levies and contributions in Ireland or elsewhere, to include, in particular, Universal Social Charge (USC) and Pay Related Social Insurance (PRSI) (“Taxes”).

4	Tax Indemnity
4.1	The Participant shall be accountable<br>for any Taxes, which are chargeable on any assessable income deriving from the grant, exercise, purchase, or vesting of, or other dealing<br>in, Awards or Shares issued pursuant to an Award. Neither the Company nor any Subsidiary shall become liable for any Taxes, as a result<br>of the Participant’s participation in the Plan. In respect of such assessable income, the Participant shall indemnify the Company<br>and (at the direction of the Company) any Subsidiary, which is or may be treated as the employer of the Participant in respect of the<br>Taxes (the “Tax Liabilities”).
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4.2	Pursuant to the indemnity referred<br>to in Section 4.1, where necessary, the Participant shall make such arrangements as the Company or any Subsidiary requires to meet the<br>cost of the Tax Liabilities, including at the direction of the Company any of the following:
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(a)	making a cash payment of an<br>appropriate amount to the relevant company in the Company’s group whether by cheque, banker’s draft or deduction from salary in<br>time to enable the relevant company to remit an appropriate amount of Taxes to the Irish Revenue Commissioners in accordance with its<br>statutory requirements or as otherwise required by the Company; or
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(b)	appointing the Company as agent<br>and / or attorney for the sale of sufficient Shares acquired pursuant to the grant, exercise, purchase or vesting of, or other dealing<br>in, Awards or Shares issued pursuant to an Award to cover the Tax Liabilities and authorising the payment to the relevant company of the<br>appropriate amount (including all reasonable fees, commissions and expenses incurred by the relevant company in relation to such sale)<br>out of the net proceeds of sale of the Shares.
5	Employment Rights
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5.1	The Participant acknowledges<br>that his or her terms of employment (including, but without limitation, his or her remuneration) shall not be affected in any way by his<br>or her participation in the Plan which shall not form part of such terms (either expressly or impliedly). The Participant acknowledges<br>that his or her participation in the Plan shall be subject at all times to the rules of the Plan as may be amended from time to time (including,<br>but not limited to, any clawback provisions). If on termination of the Participant’s employment (whether lawfully, unlawfully, or<br>in breach of contract) he or she loses any rights or benefits under the Plan (including any rights or benefits which he or she would not<br>have lost had his or her employment not been terminated), the Participant hereby acknowledges that he or she shall not be entitled to<br>(and hereby waives) any compensation for the loss of any rights or benefits under the Plan, or any replacement or successor plan.
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5.2	The Plan is entirely discretionary<br>and may be administered by the Board (as defined under the Plan). Subject to Section 14 of the Plan, the Plan may be amended, suspended<br>or terminated by the Board (as defined in the Plan) at any time and for any reason. Participation in the Plan is entirely discretionary<br>and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards. All determinations<br>with respect to future grants will be at the discretion of the Board (as defined under the Plan). Rights under the Plan are not pensionable.
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6	Data Protection
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6.1	The Company will collect, use,<br>disclose, transfer and otherwise process in electronic or other form, any personal data (the “Data”) regarding<br>the Participant’s employment, the nature of the Participant’s salary and benefits and the details of the Participant’s participation in<br>the Plan (including but not limited to) the Participant’s home address, telephone number, date of birth, personal public service number,<br>job title, entitlements under an Award, and number of Shares, which were granted, exercised, purchased, vested or dealt with under an<br>Award, or issued pursuant to an Award, to the extent required for the purposes of implementing, administering and managing the Participant’s<br>participation in the Plan.
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6.2	In connection with such purposes,<br>the Company may obtain the data from the Participant’s employer and may disclose and transfer the Data to any of its Subsidiaries<br>and to any carefully selected third party involved with the implementation, administration and management of the Plan, including relevant<br>tax authorities and any requisite transfer to a broker or other third party assisting with the grant, exercise, purchase or vesting of,<br>or dealing with Awards or Shares issued pursuant to an Award, or with whom the Shares may be deposited. The transfer of Data to such third<br>parties is necessary to facilitate the Participant’s participation in the Plan.
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6.3	Some recipients of Data may<br>be located in countries outside the European Economic Area and that those countries may have data protection laws which do not provide<br>the same level of protection as those in Ireland and other European Union countries. However, in the case of transfer to such non-European<br>Economic Area countries, the Company will ensure that appropriate transfer mechanisms are put in place and shall ensure that the Data<br>is transferred lawfully and in accordance with applicable data protection laws. For further details relating to the Company’s data<br>transfers, please contact the Company’s human resources department.
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6.4	Additional information regarding<br>the Company’s data protection practices are set out in the Company’s data protection policy, which will be provided upon request.
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Adopted by the Board on March 19, 2026

Exhibit 4.12

HORIZON QUANTUM HOLDINGS LTD.

2026 EMPLOYEE SHARE PURCHASE PLAN

The purpose of this 2026 Employee Share Purchase Plan (the “Plan”) is to provide eligible employees of Horizon Quantum Holdings Ltd. (UEN: 202537774K), a Singapore public company limited by shares (the “Company”), and certain of its subsidiaries with opportunities to subscribe for or purchase shares of the Company’s Class A ordinary shares (the “Ordinary Shares”), commencing at such time and on such dates as the Board of Directors of the Company (the “Board”) shall determine. Subject to adjustment under Section 15 hereof, the number of Ordinary Shares that have been approved for this purpose is the sum of:

(a) One and one-half percent (1.5%) of the sum of (x) the total number of the Company’s ordinary shares issued and outstanding immediately after the Closing (as defined below), plus (y) the total number of the Company’s ordinary shares issuable upon conversion, exercise, or exchange of convertible, exercisable, or exchangeable securities outstanding immediately after the Closing; plus

(b) an annual increase to be added on the first day of each fiscal year, commencing on January 1, 2027 and continuing for each fiscal year until, and including, January 1, 2036, equal to the lower of (i) one percent (1%) of the Ordinary Shares available for issuance under the Plan as of the last day of the immediately preceding calendar year, and (ii) a number of Ordinary Shares determined by the Board. Subject to Section 15 hereof, no more than 50,000,000 Ordinary Shares may be issued pursuant to the Plan.

The Plan is intended to qualify as an “employee stock purchase plan” as defined in Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, and shall be interpreted in a manner consistent therewith.

Administration. The Plan shall be administered by the Board or by a committee appointed by the Board (the “Administrator”). The Administrator has authority to (i) make rules and regulations for the administration of the Plan; (ii) interpret the terms and provisions of the Plan; (iii) make all determinations it deems advisable for the administration of the Plan; (iv) decide all disputes arising in connection with the Plan; and (v) otherwise supervise the administration of the Plan, and its interpretation and decisions with regard thereto shall be final and conclusive.
Eligibility. All employees of the Company and all employees of any subsidiary of the Company (as defined in Section 424(f) of the Code) designated by the Administrator from time to time (a “Designated Subsidiary”), are eligible to participate in any one or more of the offerings of Options (as defined in Section 9) to subscribe for or purchase Ordinary Shares under the Plan, provided that:

(a) they are customarily employed by the Company or a Designated Subsidiary for more than 20 hours a week and for more than five months in a calendar year;

(b) they have been employed by the Company or a Designated Subsidiary for at least three months prior to enrolling in the Plan; and

(c) they are employees of the Company or a Designated Subsidiary on the first day of the applicable Plan Period (as defined below).

No employee may be granted an Option hereunder if such employee, immediately after the Option is granted, would own five percent (5%) or more of the total combined voting power or value of the issued and paid-up share capital of the Company or any subsidiary. For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the share ownership of an employee, and all ordinary shares that the employee has a contractual right to subscribe for or purchase shall be treated as ordinary shares owned by the employee.

The Company retains the discretion to determine which eligible employees may participate in an offering pursuant to and consistent with Treasury Regulation Sections 1.423-2(e) and (f).

Offerings. The Company shall make one or more offerings (“Offerings”) to employees to subscribe for or purchase Ordinary Shares under the Plan. Offerings shall begin at such time and on such dates as the Administrator shall determine, or the first business day thereafter (such dates, the “Offering Commencement Dates”). Each Offering Commencement Date shall begin a six (6)-month period (each, a “Plan Period”) during which payroll deductions shall be made and held for the purchase of Ordinary Shares at the end of the Plan Period. However, the Administrator may, at its discretion, choose a different Plan Period of not more than twelve (12) months for Offerings.
Participation. An employee eligible on the Offering Commencement Date of any Offering may participate in such Offering by completing and forwarding either a written or electronic payroll deduction authorization form to the employee’s appropriate payroll office at least 15 days (or such other number of days as is determined by the Company) prior to the applicable Offering Commencement Date. The form will authorize a regular payroll deduction from the Compensation (as defined below) received by the employee during the Plan Period. Unless an employee files a new form or withdraws from the Plan, his or her deductions and purchases will continue at the same rate for future Offerings under the Plan as long as the Plan remains in effect. The Administrator shall determine what constitutes “Compensation” for the purposes of the Plan. In the absence of a determination by the Administrator, the term “Compensation” shall mean the amount of money reportable on the employee’s Federal Income Tax Withholding Statement (or analogous non-U.S. statement), excluding overtime, shift premium, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances for travel expenses, income or gains associated with the grant or vesting of restricted shares, income or gains on the exercise of Company share options or share appreciation rights, and similar items, whether or not shown or separately identified on the employee’s Federal Income Tax Withholding Statement (or analogous non-U.S. statement), but including, in the case of salespersons, sales commissions to the extent determined by the Administrator.
Deductions. The Company shall maintain payroll deduction accounts for all participating employees. With respect to any Offering made under the Plan, an employee may authorize a payroll deduction in any percentage amount (in whole percentages) at a minimum of one percent (1%) up to a maximum of fifteen percent (15%) of the Compensation that he or she receives during the Plan Period or such shorter period during which deductions from payroll are made. The Administrator may, at its discretion, designate a lower maximum contribution rate. The minimum payroll deduction is such percentage of Compensation as may be established from time to time by the Administrator.

Deduction Changes. An employee may decrease or discontinue his or her payroll deduction once during any Plan Period, by filing either a written or electronic new payroll deduction authorization form, as determined by the Company. However, an employee may not increase his or her payroll deduction during a Plan Period. If an employee elects to discontinue his or her payroll deductions during a Plan Period, but does not elect to withdraw his or her funds pursuant to Section 8 hereof, funds deducted prior to his or her election to discontinue will be applied to the purchase of Ordinary Shares on the Exercise Date (as defined below).
Interest. Interest will not be paid on any employee accounts, except to the extent that the Administrator, in its sole discretion, elects to credit employee accounts with interest at such rate as it may from time to time determine.
Withdrawal of Funds. An employee may at any time prior to the close of business on the fifteenth (15^th^) business day prior to the end of a Plan Period (or such other number of days as is determined by the Company) and for any reason permanently draw out the balance accumulated in such employee’s account and thereby withdraw from participation in an Offering. Partial withdrawals are not permitted. The employee may not begin participation again during the remainder of the Plan Period during which the employee withdrew his or her balance. The employee may participate in any subsequent Offering in accordance with the terms and conditions established by the Administrator.
Purchase of Shares.

(a) Number of Shares. On the Offering Commencement Date for the applicable Plan Period, the Company will grant to each eligible employee who is then a participant in the Plan an option (an “Option”) to subscribe for or purchase on the last business day of such Plan Period (the “Exercise Date”) at the applicable subscription or purchase price (the “OptionPrice”) up to the whole number of Ordinary Shares determined by multiplying $2,083 by the number of full months in the Plan Period and dividing the result by the closing price (as determined below) on the Offering Commencement Date; provided, however, that no employee may be granted an Option which permits his or her rights to subscribe for or purchase Ordinary Shares under the Plan and any other employee stock purchase plan (as defined in Section 423(b) of the Code) of the Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such Ordinary Shares (determined at the date such Option is granted) for each calendar year in which the Option is outstanding at any time; and, provided, further, however, that the Administrator may, in its discretion, set a different fixed number of Ordinary Shares that each eligible employee may subscribe for or purchase per Plan Period, which number shall not be greater than the number of Ordinary Shares determined using the formula in this Section 9(a), and both of which shall be subject to the first proviso of this Section 9(a).

(b) Option Price. The Administrator shall determine the Option Price for each Plan Period, including whether such Option Price shall be determined based on the lesser of the closing price of the Ordinary Shares on (i) the first business day of the Plan Period or (ii) the Exercise Date, or shall be based solely on the closing price of the Ordinary Shares on the Exercise Date; provided, however, that such Option Price shall be at least 85% of the applicable closing price. In the absence of a determination by the Administrator, the Option Price shall be 85% of the lesser of the closing price of the Ordinary Shares on (i) the first business day of the Plan Period or (ii) the Exercise Date. The closing price shall be (a) the closing price (for the primary trading session) on any national securities exchange on which the Ordinary Shares are then listed or (b) the average of the closing bid and asked prices in the over-the-counter-market, whichever is applicable, as published in The Wall Street Journal or another source selected by the Administrator. If no sales of Ordinary Shares were made on such a day, the price of the Ordinary Shares shall be the reported price for the last preceding day on which sales were made.

(c) Exercise of Option. Each employee who continues to be a participant in the Plan on the Exercise Date shall be deemed to have exercised his or her Option at the Option Price on such date and shall be deemed to have subscribed for or purchased from the Company the number of whole Ordinary Shares reserved for the purpose of the Plan that his or her accumulated payroll deductions on such date will pay for, but not in excess of the maximum numbers determined in the manner set forth above.

(d) Return of Unused Payroll Deductions. Any balance remaining in an employee’s payroll deduction account at the end of a Plan Period shall be automatically refunded to the employee, except that any balance that is less than the purchase price of one Ordinary Share shall be carried forward into the employee’s payroll deduction account for the following Offering, unless the employee elects not to participate in the following Offering under the Plan, in which case the balance in the employee’s account shall be refunded.

(e) Stamp Duty. By completing and forwarding a payroll deduction authorization form pursuant to paragraph 4 of the Plan above, each employee acknowledges and agrees that (a) all transfers of Ordinary Shares which have been issued or delivered pursuant to the Plan shall be effected in accordance with Applicable Law and the provisions of the constitution of the Company for the time being in force, including, in the case of transfers, the requirement for the instrument of transfer to be in the form approved by the Directors of the Company; (b) under the Stamp Duty Act 1929 of Singapore, stamp duty is payable within prescribed time limits on instruments of transfers of Shares (whether electronic or otherwise) which are either (i) executed in Singapore, or (ii) executed outside Singapore but subsequently received in Singapore and an electronic instrument that is executed outside Singapore is received in Singapore if (1) it is retrieved or accessed by a person in Singapore; (2) an electronic copy of it is stored on a device (including a computer) and brought into Singapore; or (3) an electronic copy of it is stored on a computer in Singapore; (c) unless agreed otherwise between a transferor and transferee, Singapore stamp duty is, by default, payable by the transferee of the shares; (d) in respect of transfers of Shares to / from Cede & Co. (or its successor or assign), (x) where the transferor of the Shares is Cede & Co. (or its successor or assign), the transferee shall be liable to pay any stamp duty, stamp duty reserve tax, transfer or documentary tax, or similar tax, charge, duty or levy (collectively, “transfertaxes”) in respect of such transfer; and (y) where the transferee of the Shares is Cede & Co. (or its successor or assign), the transferor shall be liable to pay any transfer taxes in respect of such transfer; and (e) any and all transfer taxes (and any interest, charge, penalty or the like payable in respect of any transfer taxes) and any and all losses, costs, expenses, liabilities or damages, including, without limitation, reasonable attorneys’ fees and costs, imposed upon or incurred by the Company, the transfer agent and share registrar for the time being, The Depository Trust Company (or other central securities depository), Cede & Co. (or its successor or assign), or any affiliate in connection with any transfer taxes arising out of or based upon the transfer of Ordinary Shares by the employee and/or the employee’s dealing in the Ordinary Shares shall be borne by the employee, and the employee shall indemnify and hold harmless each of the Company, the transfer agent and share registrar for the time being, The Depository Trust Company (or other central securities depository), Cede & Co., or any of their respective affiliates, successors, or assigns (collectively, the “IndemnifiedPersons”) against any liability with respect to any transfer taxes (and any interest, charge, penalty or the like payable in respect of any transfer taxes) and any and all losses, costs, expenses, liabilities or damages, including, without limitation, reasonable attorney’s fees and costs imposed upon or incurred by each of the Indemnified Persons or any such affiliate in connection with any transfer of Ordinary Shares by the employee and/or the employee’s dealing in the Ordinary Shares (including any deposit of the Ordinary Shares at The Depository Trust Company (or other central securities depository)).

Issuance of Certificates. Certificates (if applicable) representing Ordinary Shares subscribed for or purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint holders of such Ordinary Shares with rights of survivorship, or (in the Company’s sole discretion) in the name of a brokerage firm, bank, or other nominee holder designated by the employee. The Company may, in its sole discretion and in compliance with applicable laws, authorize the use of book-entry registration of shares in lieu of issuing certificates in respect of any book entry interests in the Ordinary Shares held by the employee.
Rights on Retirement, Death or Termination of Employment. If a participating employee’s employment with the Company or a Designated Subsidiary ends before the last business day of a Plan Period, no payroll deduction shall be taken from any pay then due and owing to the employee and the balance in the employee’s account shall be paid to the employee. In the event of the employee’s death before the last business day of a Plan Period, the Company shall, upon notification of such death, pay the balance of the employee’s account (a) to the executor or administrator of the employee’s estate or (b) if no such executor or administrator has been appointed to the knowledge of the Company, to such other person(s) as the Company may, in its discretion, designate. If, before the last business day of the Plan Period, the Designated Subsidiary by which an employee is employed ceases to be a subsidiary of the Company, or if the employee is transferred to a subsidiary of the Company that is not a Designated Subsidiary, the employee shall be deemed to have terminated employment for the purposes of the Plan.
Optionees Not Shareholders. Neither the granting of an Option to an employee nor the deductions from his or her pay shall make such employee a shareholder of the Ordinary Shares covered by an Option under the Plan unless and until he or she has subscribed for or purchased and been issued and allotted or transferred such shares. Prior to an employee’s purchase of Ordinary Shares, he or she shall not have any of the rights or privileges of a shareholder. Except as provided in Section 15 or otherwise determined by the Administrator, no adjustments shall be made for ordinary cash dividends or distribution or other rights for which the record date occurs prior to the date of an employee’s subscription for or purchase of Ordinary Shares.
Options Not Transferable. Options under the Plan are not transferable by a participating employee other than by will or the laws of intestacy, descent and distribution, and are exercisable during the employee’s lifetime only by the employee.
Application of Funds. All funds received or held by the Company under the Plan may be combined with other corporate funds and may be used for any corporate purpose.
Adjustment for Changes in Ordinary Shares and Certain Other Events.

(a) Changes in Capitalization. In the event of any share split, reverse share split, share consolidation, dividend, recapitalization, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Ordinary Shares other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii) the share limitations set forth in Section 9, and (iii) the Option Price shall be equitably adjusted to the extent determined by the Administrator.

(b) Reorganization Events.

(1) Definition. A “Reorganization Event” shall mean: (a) any amalgamation, merger or consolidation of the Company with or into another entity as a result of which all of the Ordinary Shares of the Company are converted into or exchanged for the right to receive cash, securities or other property or are cancelled, (b) any transfer or disposition of all of the Ordinary Shares of the Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.

(2) Consequences of a Reorganization Event on Options. In connection with a Reorganization Event, the Administrator may take any one or more of the following actions as to outstanding Options on such terms as the Administrator determines: (i) provide that Options shall be assumed, or substantially equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to employees, provide that all outstanding Options shall be terminated immediately prior to the consummation of such Reorganization Event and that all such outstanding Options shall become exercisable to the extent of accumulated payroll deductions as of a date specified by the Administrator in such notice, which date shall be ten (10) days preceding the effective date of the Reorganization Event (or such other number of days as is determined by the Administrator), (iii) upon written notice to employees, provide that all outstanding Options shall be cancelled as of a date prior to the effective date of the Reorganization Event and that all accumulated payroll deductions will be returned to participating employees on such date, (iv) in the event of a Reorganization Event under the terms of which holders of Ordinary Shares shall receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), change the last day of the Plan Period to be the date of the consummation of such Reorganization Event and make or provide for a cash payment to each employee equal to (A) (1) the Acquisition Price times (2) the number of Ordinary Shares that the employee’s accumulated payroll deductions as of immediately prior to the Reorganization Event could subscribe for or purchase at the Option Price, where the Acquisition Price is treated as the fair market value of the Ordinary Shares on the last day of the applicable Plan Period for purposes of determining the Option Price under Section 9(b) hereof, and where the number of shares that could be subscribed for or purchased is subject to the limitations set forth in Section 9(a), minus (B) the result of multiplying such number of shares by such Option Price, (v) provide that, in connection with a liquidation or dissolution of the Company, Options shall convert into the right to receive liquidation proceeds (net of the Option Price thereof), and (vi) any combination of the foregoing.

For purposes of clause (i) above, an Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to subscribe for or purchase, for each Ordinary Share subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Ordinary Shares for each Ordinary Share held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Ordinary Shares); provided, however, that if the consideration received as a result of the Reorganization Event is not solely ordinary shares of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of such number of ordinary shares of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determines to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding Ordinary Shares as a result of the Reorganization Event.

Amendment of the Plan. The Board may, at any time and from time to time, amend or suspend the Plan or any portion thereof, except that (a) if the approval of any such amendment by the shareholders of the Company is required by Section 423 of the Code, such amendment shall not be effected without such approval, and (b) in no event may any amendment be made that would cause the Plan to fail to comply with Section 423 of the Code.
Insufficient Shares. If the total number of Ordinary Shares specified in elections to be subscribed for or purchased under any Offering plus the number of shares subscribed for or purchased under previous Offerings under the Plan exceeds the maximum number of shares issuable or available for purchase under the Plan, the Administrator will allot the shares then available on a pro-rata basis.
Termination of the Plan. The Plan may be terminated at any time by the Board. Upon termination of the Plan all amounts in the accounts of participating employees shall be promptly refunded.
Governmental Regulations. The Company’s obligation to issue, sell and/or deliver Ordinary Shares under the Plan is subject to listing on a national stock exchange (to the extent the Ordinary Shares are then so listed or quoted) and the approval of all governmental authorities required in connection with the authorization, issuance or sale of such shares.
Governing Law. The Plan shall be governed by Delaware law, except to the extent that such law is preempted by federal law.
Issuance of Shares. Shares may be issued upon exercise of an Option from newly issued Ordinary Shares or from shares held in the treasury of the Company
Notification upon Sale of Shares. Each employee agrees, by participating in the Plan, to promptly give the Company notice of any disposition of shares purchased under the Plan where such disposition occurs within two (2) years after the date of grant of the Option pursuant to which such shares were purchased.
Grants to Employees in Foreign Jurisdictions. The Company may, to comply with the laws of a foreign jurisdiction, grant Options to employees of the Company or a Designated Subsidiary who are citizens or residents of such foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) with terms that are less favorable (but not more favorable) than the terms of Options granted under the Plan to employees of the Company or a Designated Subsidiary who are resident in the United States. Notwithstanding the preceding provisions of the Plan, employees of the Company or a Designated Subsidiary who are citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from eligibility under the Plan if (a) the grant of an Option under the Plan to a citizen or resident of the foreign jurisdiction is prohibited under the laws of such jurisdiction or (b) compliance with the laws of the foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code. The Company may add one or more appendices to the Plan describing the operation of the Plan in those foreign jurisdictions in which employees are excluded from participation or granted less favorable Options.
Authorization of Sub-Plans. The Administrator may from time to time establish one or more sub-plans under the Plan with respect to one or more Designated Subsidiaries, provided that such sub-plan complies with Section 423 of the Code.

7
Withholding. If applicable tax laws impose a tax withholding obligation, each affected employee shall, no later than the date of the event creating the tax liability, make a provision satisfactory to the Administrator for payment of any taxes required by law to be withheld in connection with any transaction related to Options granted to or shares acquired by such employee pursuant to the Plan. The Company may, to the extent permitted by law, deduct any such taxes from any payment of any kind otherwise due to an employee.
Equal Rights and Privileges. Subject to Section 23, all employees eligible to participate in the Plan will have equal rights and privileges under the Plan so that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Subject to Section 23, any provision of the Plan that is inconsistent with Section 423 of the Code will, without further act or amendment by the Company, the Board, or the Administrator, be reformed to comply with the equal rights and privileges requirement of Section 423 of the Code.
Effective Date and Approval of Shareholders. The Plan shall take effect upon the closing (the “Closing”) of the business combination agreement, dated as of September 9, 2025, by and between dMY Squared Technology Group, Inc., the Company, Rose Acquisition Pte. Ltd., a Singapore private company limited by shares and wholly-owned subsidiary of the Company, Horizon Merger Sub 2, Inc., a Massachusetts corporation and wholly-owned subsidiary of the Company, and Horizon Quantum Computing Pte. Ltd., a Singapore private company limited by shares (the date on which such closing occurs, the “Effective Date”), subject to approval by the shareholders of the Company as required by Section 423 of the Code, which approval must occur within twelve months of the adoption of the Plan by the Board.

Adopted by the Board of Directors on March 19, 2026

Approved by the shareholders on March 19, 2026

HORIZON QUANTUM HOLDINGS LTD

2026 EMPLOYEE SHARE PURCHASE PLAN (the “PLAN”)

IRELAND – IRISH SUB-PLAN

(Current as at 17 February 2026)

Capitalized terms not explicitly defined in this Irish Supplement but defined in the Plan shall have the same definitions as in the Plan, unless the context otherwise requires.

1	Purpose and Eligibility

The purpose of this sub-plan to the Plan (the “Irish Supplement”) is to enable the Board to provide eligible Irish-based employees with opportunities to subscribe for or purchase Ordinary Shares. The Irish Supplement should be read and construed as one document with the Plan. Only eligible employees may subscribe for or purchase Ordinary Shares. Any person who has subscribed for or purchased Ordinary Shares under the Irish Supplement is a participant for the purposes of the Plan.

The tax and social security consequences of participating in the Plan are based on complex tax and social security laws, which may be subject to varying interpretations, and the application of such laws may depend, in large part, on the surrounding facts and circumstances. Therefore, we recommend that theparticipant consults with their own tax advisor regularly to determine the consequences of taking or not taking any action concerningtheir participation in the Plan and to determine how the tax, social security or other laws in Ireland (or elsewhere) apply to their specificsituation.

2	Terms

Ordinary Shares subscribed for or purchased pursuant to the Plan shall be governed by the terms of the Plan, subject to any such amendments set out herein and as are necessary to give effect to Section 1 of the Irish Supplement, and by the terms of any agreement entered into between the Company and the participant. To the extent that there is a conflict between the rules of the Plan and the Irish Supplement or any agreement relating to the purchase of or subscription for Ordinary Shares and the Irish Supplement, the provisions of the Irish Supplement shall prevail.

3	Taxes

4	Tax Indemnity
4.1	The participant shall be accountable<br>for any Taxes, which are chargeable on any assessable income deriving from the subscription or purchase, or other dealing in, Ordinary<br>Shares acquired pursuant to the Plan. Neither the Company nor any subsidiary shall become liable for any Taxes, as a result of the participant’s<br>participation in the Plan. In respect of such assessable income, the participant shall indemnify the Company and (at the direction of<br>the Company) any subsidiary, which is or may be treated as the employer of the participant in respect of the Taxes (the “TaxLiabilities”).
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4.2	Pursuant to the indemnity referred<br>to in Section 4.1, where necessary, the participant shall make such arrangements as the Company or any subsidiary requires to meet the<br>cost of the Tax Liabilities, including at the direction of the Company any of the following:
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(a)	making a cash payment of an<br>appropriate amount to the relevant company in the Company’s group whether by cheque, banker’s draft or deduction from salary in<br>time to enable the relevant company to remit an appropriate amount of Taxes to the Irish Revenue Commissioners in accordance with its<br>statutory requirements or as otherwise required by the Company; or
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(b)	appointing the Company as agent<br>and / or attorney for the sale of sufficient Ordinary Shares acquired pursuant to the Plan to cover the Tax Liabilities and authorising<br>the payment to the relevant company of the appropriate amount (including all reasonable fees, commissions and expenses incurred by the<br>relevant company in relation to such sale) out of the net proceeds of sale of the Ordinary Shares.
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5	Employment Rights
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5.1	The participant acknowledges<br>that his or her terms of employment (including, but without limitation, his or her remuneration) shall not be affected in any way by his<br>or her participation in the Plan which shall not form part of such terms (either expressly or impliedly). The participant acknowledges<br>that his or her participation in the Plan shall be subject at all times to the rules of the Plan as may be amended from time to time (including,<br>but not limited to, any clawback provisions). If on termination of the participant’s employment (whether lawfully, unlawfully, or<br>in breach of contract) he or she loses any rights or benefits under the Plan (including any rights or benefits which he or she would not<br>have lost had his or her employment not been terminated), the participant hereby acknowledges that he or she shall not be entitled to<br>(and hereby waives) any compensation for the loss of any rights or benefits under the Plan, or any replacement or successor plan.
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5.2	The Plan is entirely discretionary<br>and may be administered by the Board. The Plan may be amended, suspended or terminated by the Board at any time and for any reason. Participation<br>in the Plan is entirely discretionary and does not create any contractual or other right to subscribe for or purchase Ordinary Shares,<br>or benefits in lieu of Ordinary Shares. All determinations with respect to future grants will be at the discretion of the Board. Rights<br>under the Plan are not pensionable.
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6	Data Protection
6.1	The Company will collect, use,<br>disclose, transfer and otherwise process in electronic or other form, any personal data (the “Data”) regarding<br>the participant’s employment, the nature of the participant’s salary and benefits and the details of the participant’s participation in<br>the Plan (including but not limited to) the participant’s home address, telephone number, date of birth, personal public service number,<br>job title, and number of Ordinary Shares, which were subscribed for or purchased, to the extent required for the purposes of implementing,<br>administering and managing the participant’s participation in the Plan.
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6.2	In connection with such purposes,<br>the Company may obtain the data from the participant’s employer and may disclose and transfer the Data to any of its subsidiaries<br>and to any carefully selected third party involved with the implementation, administration and management of the Plan, including relevant<br>tax authorities and any requisite transfer to a broker or other third party assisting with the subscription for or purchase of or dealing<br>with Ordinary Shares issued pursuant to the Plan, or with whom the Ordinary Shares may be deposited. The transfer of Data to such third<br>parties is necessary to facilitate the participant’s participation in the Plan.
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6.3	Some recipients of Data may<br>be located in countries outside the European Economic Area and that those countries may have data protection laws which do not provide<br>the same level of protection as those in Ireland and other European Union countries. However, in the case of transfer to such non-European<br>Economic Area countries, the Company will ensure that appropriate transfer mechanisms are put in place and shall ensure that the Data<br>is transferred lawfully and in accordance with applicable data protection laws. For further details relating to the Company’s data<br>transfers, please contact the Company’s human resource department.
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6.4	Additional information regarding<br>the Company’s data protection practices are set out in the Company’s data protection policy, which will be provided upon request.
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Adopted by the Board on March 19, 2026

Exhibit 4.13

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of March [ ], 2026, by and between Horizon Quantum Holdings Ltd. (Company Registration No. 202537774K), a Singapore public company limited by shares (the “Company”), and [____] (“Indemnitee”).

RECITALS

WHEREAS, the Company believes that, in order to attract and retain highly qualified persons to serve as directors or in other capacities, including as officers, it must provide such persons with adequate protection through indemnification against the risk of claims and actions against them arising out of their services to and activities on behalf of the Company;

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals as directors and officers, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect such persons serving the Company and its subsidiaries from certain liabilities;

WHEREAS, the Company’s amended and restated constitution, as may be amended from time to time (the “A&R Constitution”), requires indemnification of the officers and directors of the Company to the extent permitted under applicable laws, including Singapore;.

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance Expenses (as defined below) on behalf of such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

WHEREAS, this Agreement is a supplement to and in furtherance of the A&R Constitution and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee is willing to serve or continue to serve for or on behalf of the Company on the condition that Indemnitee be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

TERMS AND CONDITIONS

1. SERVICES TO THECOMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer or director of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director or officer of the Company, as provided in Section 18 of this Agreement. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

2. DEFINITIONS. As used in this Agreement:

(a) References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

(b) The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.

(c) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Shares by Third Party. Any Person (as defined below) who is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

(ii) Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors on the date hereof or whose election or nomination for election was previously so approved by the Company’s shareholders (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions. The effective date of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of twenty percent (20%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;

(iv) Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such shareholder approval is not required, the decision by the Board to proceed with such a liquidation, sale or disposition in one transaction or a series of related transactions); or

(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

(d) “CompaniesAct” shall mean the Companies Act 1967 of Singapore, as the same may be amended from time to time.

(e) “CorporateStatus” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was Serving at the Request of the Company (as defined below).

(f) “SingaporeCourt” shall mean the Courts of Singapore.

(g) “DisinterestedDirector” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.

(h) “Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was Serving at the Request of the Company as a director, officer, trustee, manager, general partner, managing member, fiduciary, employee or agent.

(i) “ExchangeAct” shall mean the Securities Exchange Act of 1934, as amended.

(j) “Expenses” shall be broadly construed and shall include, without limitation, all reasonable direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. “Expenses” also shall include expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. “Expenses,” however, shall not include (1) fines in criminal proceedings; (2) sums payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); (3) liabilities incurred by the Indemnitee in defending criminal proceedings in which he or she is convicted; (4) liabilities incurred by the Indemnitee in defending civil proceedings brought by the Company or a related company (as defined in the Companies Act) in which judgment is given against him/her; (5) liabilities incurred by the Indemnitee in connection with an application for relief under Sections 76A(13) or 391 of the Companies Act, in which the court refuses to grant him/her relief; and (6) amounts paid in settlement by Indemnitee or the amount of judgments or Fines (as defined below) against Indemnitee.

(k) “Fines” shall include all fines, including without limitation any excise tax assessed on Indemnitee with respect to any employee benefit plan or related trust or funding mechanism (whether in the form of ERISA excise taxes or other excise taxes assessed by the United States Internal Revenue Service, penalties assessed by the United States Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism or otherwise), and any fines imposed on Indemnitee by any governmental authority.

(l) “IndependentCounsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(m) The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary of the Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company.

(n) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, legislative or investigative nature, in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was Serving at the Request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement or advancement of Expenses can be provided under this Agreement.

(o) The term “Serving at the Request of the Company” shall include any service as a director, officer, general partner, managing member, employee, agent or fiduciary of the Company or any other Enterprise, which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(p) The term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

3. INDEMNITYIN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law and the A&R Constitution, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor, by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall, to the fullest extent permitted by applicable law and the A&R Constitution, be indemnified, held harmless and exonerated against all Expenses, judgments, fines, liabilities, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

4. INDEMNITY INPROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law and the A&R Constitution, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall, to the fullest extent permitted by applicable law and the A&R Constitution, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Singapore Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.

5. INDEMNIFICATION FOREXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law and the A&R Constitution, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law and the A&R Constitution, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law and the A&R Constitution, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6. INDEMNIFICATIONFOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law and the A&R Constitution, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

ADDITIONAL INDEMNIFICATION AND HOLD HARMLESS RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

(a) Without the prior consent of Indemnitee, and to the fullest extent permissible under applicable law and the A&R Constitution, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

(b) To the fullest extent permissible under applicable law and the A&R Constitution, without the prior consent of Indemnitee, the Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee without any admission of liability or other wrongdoing on the part of Indemnitee.

(c) To the fullest extent permissible under applicable law and the A&R Constitution, the Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

9. EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance of Expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:

(a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy, contract, agreement or other indemnity or advancement provision or otherwise, except (i) with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement and (ii) as provided in Section 10 of this Agreement;

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law, or for a clawback of compensation made pursuant to and in accordance with the requirements of Section 10D and Rule 10D-1 of the Exchange Act;

(c) except as otherwise provided in Sections 15(f) of this Agreement, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, advance of Expenses, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee;

(d) in respect of any losses incurred as a result of Indemnitee’s negligence, default, breach of duty or breach of trust in relation to the Company or to exempt the Indemnitee in respect thereof, save to the extent expressly permitted under section 172B of the Companies Act; or

(e) in respect of any liability to the extent the Company is not permitted to do so under applicable laws or to exempt the Indemnitee in respect thereof.

10. INDEMNITOR OFFIRST RESORT. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Alternative Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Alternative Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (b) that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, Fines and amounts paid in settlement to the extent permitted under applicable laws and the A&R Constitution and as required by the terms of this Agreement (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Alternative Indemnitors, and (c) that it irrevocably waives, relinquishes and releases the Alternative Indemnitors from any and all claims against the Alternative Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Alternative Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Alternative Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Alternative Indemnitors are express third party beneficiaries of the terms of this Section 10.

11. ADVANCES OFEXPENSES; DEFENSE OF CLAIM.

(a) Notwithstanding any provision of this Agreement to the contrary, and to the fullest extent not prohibited by applicable law and/or the A&R Constitution, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law and/or the A&R Constitution, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the A&R Constitution, applicable law or otherwise. This Section 11(a) shall not apply to any claim made by Indemnitee for which an indemnification, advance of Expenses, hold harmless or exoneration payment is excluded pursuant to Section 9 of this Agreement.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

(c) The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, liability, Fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.

12. PROCEDUREFOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

(a) Indemnitee agrees to promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder; provided , however, that notice will be deemed to have been given without any action on the part of Indemnitee in the event the Company is a party to the same Proceeding. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.

(b) Indemnitee shall deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 13(a) of this Agreement.

13. PROCEDUREUPON APPLICATION FOR INDEMNIFICATION.

(a) A determination, if required by applicable law or the A&R Constitution, with respect to Indemnitee’s entitlement to indemnification shall be made promptly in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (ii) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom to the extent permitted under applicable law.

(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 13(a) hereof, the Independent Counsel shall be selected as provided in this Section 13(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or law firm so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 12(b) of this Agreement, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Singapore Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or law firm selected by the Singapore Court, and the person or law firm with respect to whom all objections are so resolved or the person or law firm so appointed shall act as Independent Counsel under Section 13(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 15(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or such Independent Counsel’s engagement pursuant hereto.

14. PRESUMPTIONS ANDEFFECT OF CERTAIN PROCEEDINGS.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 12(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the person, persons or entity empowered or selected under Section 13 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such thirty-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, managers or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise, or on information or records given or reports made to the Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager or managing member of the Enterprise. The provisions of this Section 14(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

15. REMEDIES OF INDEMNITEE.

(a) In the event that (i) a determination is made pursuant to Section 13 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 11 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 13(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5, 6 or the last sentence of Section 13(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Sections 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Singapore Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Singapore law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 13(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 15 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.

(c) In any judicial proceeding or arbitration commenced pursuant to this Section 15, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 13(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 15, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 11 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(d) If a determination shall have been made pursuant to Section 13(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 15, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (ii) a prohibition of such indemnification under applicable law.

(e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 15 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(f) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and the A&R Constitution against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law and the A&R Constitution, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the A&R Constitution now or hereafter in effect or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).

16. SECURITY. Notwithstanding anything herein to the contrary, to the extent requested by Indemnitee and approved by the Board and to the fullest extent permitted by applicable law and the A&R Constitution, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

17. NON-EXCLUSIVITY;SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

(a) The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the A&R Constitution, any agreement, a vote of shareholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the A&R Constitution or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Companies Act and the A&R Constitution permit the Company to purchase and maintain insurance (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement, the A&R Constitution or under the Companies Act, as it may then be in effect. The purchase, establishment and maintenance of any such Indemnification Arrangement (to the extent such Indemnification Arrangement is permitted by applicable law and the A&R Constitution) shall, to the extent permitted by applicable law and the A&R Constitution, not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall, to the extent permitted by applicable law and the A&R Constitution, not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.

(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees or agents of the Company or of any other Enterprise which such person is or was Serving at the Request of the Company (to the extent such arrangement is permitted by applicable law and the A&R Constitution), Indemnitee shall, to the extent permitted by applicable law and the A&R Constitution, be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies to the extent permitted by applicable law and the A&R Constitution. Further, if requested by Indemnitee, within two (2) business days of such request the Company will instruct the insurance carriers and the Company’s insurance broker that they may communicate directly with Indemnitee regarding such claim.

(d) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(e) The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was Serving at the Request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of Expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.

18. DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee is Serving at the Request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 15 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or Expense is incurred for which indemnification or advancement can be provided under this Agreement.

19. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

20. ENFORCEMENT ANDBINDING EFFECT.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.

(b) Without limiting any of the rights of Indemnitee under the A&R Constitution (which shall continue in full force and effect and shall be in addition to the rights provided hereunder), this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The indemnification, hold harmless, exoneration and advancement of Expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult to prove, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction. The Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.

21. MODIFICATION ANDWAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

22. NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed or (b) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

(i) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.

(ii) If to the Company, to:

Horizon Quantum Holdings Ltd.

29 Media Cir. #05-22

Singapore 138565

Attn: Dr. Joseph Fitzsimons

With a copy, which shall not constitute notice, to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Attn: Adam Berkaw

Facsimile: (212) 370-7889

or to any other address as may have been furnished to Indemnitee in writing by the Company.

23. APPLICABLE LAWAND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of Singapore, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 15(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in Singapore Court and not in any jurisdiction; (b) consent to submit to the exclusive jurisdiction of the Singapore Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Singapore Court and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Singapore Court has been brought in an improper or inconvenient forum. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 22 of this Agreement or in such other manner as may be permitted by law, shall be valid and sufficient service (including, where applicable, personal service) thereof.

24. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts (including by electronic delivery of a counterpart in pdf format), each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

25. MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate and vice versa. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

26. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

27. ADDITIONALACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.

28. MAINTENANCE OF INSURANCE.

(a) The Company shall, to the fullest extent permitted by applicable law and the A&R Constitution, use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall, to the fullest extent permitted by applicable law and the A&R Constitution, be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.

(b) In the event of a Change in Control or the Company’s becoming insolvent, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance--directors’ and officers’ liability, fiduciary, employment practices or otherwise--in respect of the individual directors and officers of the Company, for a fixed period of six (6) years thereafter (a “Tail Policy”). Such coverage shall be non-cancellable and shall be placed and serviced for the duration of its term by the Company’s incumbent insurance broker. Such broker shall place the Tail Policy with the incumbent insurance carriers using the policies that were in place at the time of the event giving rise to the Change in Control (unless the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies)

29.THIRD PARTY RIGHTS. Save as expressly provided herein, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of its terms.

SECTION 409A OF THE CODE. This Agreement is intended to be exempt from Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”). If Indemnitee’s right to payment or reimbursement of indemnification or expenses pursuant to this Agreement would not be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.0409A-1(b)(10), then (a) the payment or reimbursement of indemnification and expenses provided or advanced to or for Indemnitee pursuant to this Agreement in one taxable year shall not affect the amount of indemnification and expenses provided or advanced to or for Indemnitee in any other taxable year, (b) any reimbursement to Indemnitee of expenses under this Agreement shall be paid to Indemnitee on or before the last day of Indemnitee’s taxable year following the taxable year in which the expense was incurred and (c) the right to advancement, reimbursement or payment of indemnification and expenses under this Agreement may not be liquidated or exchanged for any other benefit. In addition, to the extent that this Agreement is subject to Section 409A of the Code, this Agreement shall be interpreted and enforced so as to avoid any tax, penalty or interest under Section 409A of the Code. For purposes of this Section 30, “Expenses” shall be deemed to include, in addition to those items included in the definition thereof in Section 2(j), any liability, loss, judgment, fine and amounts paid in settlement.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Indemnification Agreement to be signed as of the day and year first above written.

HORIZON QUANTUM HOLDINGS LTD.
By:
Name:	Joseph Fitzsimons
Title:	Director and Chief Executive Officer
INDEMNITEE
By:
Name:
Address:

[SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT]

Exhibit 4.14

Form of Irish Executive Officer EmploymentAgreement

DATED THE	DAY OF	2026

BETWEEN

HORIZON QUANTUM HOLDINGS LTD.

AND

<Name>

EMPLOYMENT AGREEMENT

CONTENTS

CLAUSE		PAGE
1.	Definitions and Interpretation	1
2.	Warranties and Representations	4
3.	Date of Commencement	5
4.	Duties	5
5.	Remuneration	9
6.	Annual Leave	11
7.	Sick Leave	12
8.	Termination of Employment	13
9.	Conflicts of Duty	18
10.	Restrictive Covenants	19
11.	Confidentiality	22
12.	Intellectual Property	24
13.	Data Protection	26
14.	General	26

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made on the 2026

BETWEEN:

(1)	Horizon Quantum Holdings Pte. Ltd. (Company Registration No.202537774K), a company incorporated in Singapore and having its registered address at 9 STRAITS VIEW, #06-07, MARINA ONE WEST TOWER, SINGAPORE 018937 (the “Company”); and
(2)	<Name> of <Address> (the “Employee”),
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(collectively, the “Parties” and each, a “Party”).

WHEREAS:

The Company shall employ the Employee and the Employee shall serve the Company as <Position> upon the terms and subject to the conditions of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.	Definitions and Interpretation
1.1	Definitions
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In this Agreement, unless the subject or context otherwise requires, the following words or expressions shall have the following meanings:

“Board” means the board of directors of the Company.

“Business” means the business of developing software for quantum computers and associated hardware innovations.

“Confidential Information” means all information (including all oral and visual information, and all information recorded in writing or electronically, or in any other medium or by any other method), wherever located, disclosed to, or obtained by the Employee from any Group Company or a third party acting on the Group Company’s behalf and (without prejudice to the generality of the foregoing) shall include, but shall not be limited to:

(a)

any such information ascertainable by the inspection, analysis or reading of the document or any other medium in which the information is recorded, and whether or not with the assistance of any electronic, mechanical or other devices;

(b)

any such information relating to a Group Company’s business, affairs, financial performance, business methods, property, distributorship, trading, transactions and/or other arrangements with third parties in which the Group Company may be or may have been concerned or interested, ideas, procedures, systems, inventions, algorithms, formulae, developments, databases, research, technical or other representations, documentation, diagrams and flow charts, schedules, forecasts, strategies, contact lists, business partner lists, rates of pay, operations, processes, plans, intentions, product information, know-how, designs, trade secrets, software, market opportunities, customer lists and business affairs;

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(c)	Personal Data of individuals (including but not limited to those of colleagues, customers (who are individuals), corporate customers’ staff (including Personal Data provided by corporate customers), and corporate suppliers’/partners’/contractors’ staff) that the Employee comes into or may have come into contact with during the course of the Employee’s work or employment; and
(d)	any other information or materials not listed above but which are confidentially disclosed by the Group Company or any third party to the Employee, which are marked private, secret or confidential, or are by their nature intended to be exclusively for the knowledge of the Employee alone.
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“Changeof Control Event” means: (a) a transfer (whether by merger, consolidation, exchange or otherwise), in one (1) transaction or a series of related transactions, to a Person or group of affiliated Persons (other than an underwriter of the Company’s securities), of the Company’s securities if, after such transaction, such Person or group of affiliated Persons would hold at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity; (b) any reorganisation, scheme of arrangement, merger, amalgamation or other consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity; or (c) a sale, lease or other disposition of all or substantially all of the assets of the Company and its Related Corporations.

“Employment” means the Employee’s employment by the Company on the terms of this Agreement or, where the context permits or requires, the duration of the Employee’s continued employment under this Agreement.

“Gratuities” means the direct or indirect procurement to accept or obtain for the Employee’s own benefit (or for the benefit of any other person) any compensation, payment, discount, commission, voucher, gift, entertainment or other financial or non-financial benefit outside the normal course of business.

“Group” means the Company and its Related Corporations from time to time and “Group Company” shall refer to any of them.

“Intellectual Property Rights” means the full benefit of:-

(a)

all patents, trademarks, service marks, and other marks, logos, get-up, trade and business names, internet domain names, rights in designs (and applications for all the same), copyrights (including rights in computer software), moral rights, database rights, rights in knowhow, trade secrets (including, but not limited to, quantum algorithms, computer codes and processes developed by the Company), confidential information, inventions (including quantum hardware innovations developed by the Company), discoveries, improvements, designs, techniques, computer programs and other confidential processes and information and know-how, in each case whether capable of being registered, registered or unregistered and including applications for registration and all rights or forms of protection having equivalent or similar effect anywhere in the world and rights in the nature of unfair competition rights and rights to sue for passing off;

(b)	rights under licences, consents, orders, statutes or otherwise in relation to a right under sub-paragraph (a) above;
(c)	rights of the same or similar effect or nature as or to those in subparagraph (a) and (b) which now or in the future may subsist; and
---	---
(d)	the right to sue for past infringements of any of the foregoing rights.
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“Incapacity” means any illness, injury or other medical condition which prevents the Employee from carrying out the Employee’s duties.

“Person” means any individual person, firm, company, partnership, unincorporated association, joint venture or other legal entity.

“Applicable Data ProtectionLaws” means the privacy and data protection laws applicable to the Parties, including without limitation and as applicable (and in each case as amended, supplemented or replaced from time to time): (i) the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016) (the “GDPR”); (ii) any consequential, derivative or related member state data protection legislation implementing or complementing the GDPR, including without limitation the Irish Data Protection Act 2018; (iii) Directive 2002/58/EC as amended by Directive 2009/136/EC on processing of personal data and the protection of privacy in the electronic communications sector, as implemented into applicable national law, including without limitation by way of the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 and equivalent requirements in any other jurisdiction; (iv) any guidance and/or codes of practice issued by the Data Protection Commission or other relevant supervisory authority (as defined in the GDPR), including without limitation the European Data Protection Board; and (v) any laws, codes, rules, guidelines, regulations or instruments and provisions in force from time to time relating to data protection, data integrity, data security or privacy applicable to the Parties.

“Personal Data” has the meaning set out in the GDPR.

“Related Corporation” means any undertaking which from time to time is a subsidiary of the Company or is a holding company of the Company or a subsidiary of any such holding company (“holding company” and “subsidiary” having the meanings set out in section 7 and 8 of the Irish Companies Act 2014) or is an associated undertaking of the Company within the meaning of paragraph 20 of Schedule 4 of the Companies Act 2014.

“Start Date” as may be agreed between the parties.

“Termination” means the termination of the Employee’s employment with the Company however caused.

“Termination Date” means the date of Termination.

1.2	Interpretation

In this Agreement, unless the context or subject matter after otherwise requires:

(a)	a reference to a statutory provision shall include that provision as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it;

(b)	words importing the singular shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, and words importing an individual shall include a company or corporation and vice versa;
(c)	a reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time;
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(d)	any reference to a time of day is a reference to Irish time; and
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(e)	references to “Clauses” and “Schedules” are, unless otherwise stated, to clauses of and schedules to this Agreement respectively, and references to this Agreement include its Schedules.
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2.	Warranties and Representations
---	---

2.1	The Employee represents and warrants to the Company that:
(a)	by entering into this Agreement or performing any of the Employee’s obligations under it, the Employee is not and will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on the Employee, including to any current or previous employer;
---	---
(b)	the curriculum vitae and other details provided by the Employee to the Company or a third party in relation to the Employee’s Employment (including, but not limited to academic and/or professional certificates and qualifications, career history or level of experience) are true, complete and accurate in all material respects;
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(c)	the Employee is not currently and has never been disqualified to act as a director of a company within Ireland or elsewhere;
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(d)	the Employee has not, to the best of the Employee’s knowledge and belief, been subject to any investigation or disciplinary action by a regulatory authority; and
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(e)	the carrying out of the Employee’s duties pursuant to this Agreement will not result in the disclosure or use by the Employee of any confidential information or intellectual property of any other party, including any current or previous employer.
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2.2

The Employee confirms that the Employee is currently entitled to live and work in Ireland and the Employee must provide the Company with copies of all relevant documents in this respect, at the request of the Company. The Employee’s entitlement to live and work in Ireland is a condition of the Employee’s Employment and the Employee must notify the Company immediately if the Employee ceases to be so entitled at any time during the Employee’s Employment.

2.3	For the avoidance of doubt, representations and warranties included in this clause shall be entirely observed by the Employee from the Start Date
2.4	The Employee shall indemnify the Company against all claims, liabilities, losses, costs and expenses which the Company may suffer or incur or which may be made against the Company arising out of, or in respect of, any breach of the warranties and representations provided by the Employee in this Agreement.
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3.	Date of Commencement

3.1	Subject to Clause 3, the Employment shall commence on the Start Date and the Company shall employ the Employee as <Position> or in any other capacity of similar status as the Company may reasonably require.
3.2	For the purposes of continuity of service, no employment with a previous employer counts towards the Employee’s period of continuous employment with the Company.
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4.	Duties

4.1	As the <Position>, the Employee’s duties shall be as specified in the Schedule hereto. In addition, the Employee shall from time to time undertake such other reasonable duties and roles as the Company shall from time to time assign or vest in the Employee as may be necessary to meet the needs of the business of the Company and, without further remuneration unless otherwise agreed, accept such roles, office, appointments or designations as the Company may from time to time require, including without limitation, in any other Group Company.
4.2	For the avoidance of doubt, any resignation or removal from any role, office, appointment or designation within the Group for any reason whatsoever shall not affect the Employee’s employment with, and responsibilities as <Position> (and vice versa).
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4.3	The Company reserves the right to second the Employee, with the Employee’s consent, from time to time to any of the companies in the Group (“Host Company”). The secondment shall not result in a reduction in the Employee’s salary or any other material deterioration in the Employee’s terms of employment. In the event of a secondment, the Employee shall remain an employee of the Company at all times and shall not be deemed to be an employee of the Host Company by virtue of the secondment
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4.4	During the Employment the Employee shall:
(a)	devote the whole of her working time, attention and skills exclusively to the performance of her duties and to the business of the Company;
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(b)	diligently exercise such powers and perform such duties as the Company or the Board may from time to time assign or delegate to or vest in the Employee,
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(c)	comply with all reasonable and lawful resolutions, regulations and directions given to the Employee by the Company or the Board or any applicable regulatory authority;
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(d)	promptly make such reports and provide such information to the Company or the Board in connection with the Employee’s duties or the Company’s affairs, as may be requested by the Company or the Board from time to time;
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(e)	comply with the Company’s non-contractual rules, policies and procedures as set out in the Employee Handbook or otherwise and as may be in force from time to time;
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(f)	comply with the performance objectives set by the Company or the Board, as adjusted from time to time;
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(g)	report the Employee’s own wrongdoing, serious breach of duty or any other act which might materially damage the interests of the Company or any Related Corporation to the Company immediately on becoming aware of it;
(h)	report any actual, proposed or suspected wrongdoing, serious breach of duty or any other act which might materially damage the interests of the Company or any Related Corporation, or of an employee or director of the Company or of any Related Corporation, to the Company immediately on becoming aware of it; and
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(i)	carry out the Employee’s duties in a proper and efficient manner and use the Employee’s best endeavours to promote, protect, maintain, develop and extend the interests, business, reputation and welfare of the Company.
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4.5	All documents, manuals, hardware and software provided for the Employee’s use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company’s computer systems or other electronic equipment remain the Company’s property.
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4.6	Reporting

The Employee shall report directly to the CEO.

4.7	Company Secretary

The Company reserves the right to terminate the Employee’s position as Company Secretary or any other office held by the Employee in the Company or any Group Company with immediate effect at any time by giving the Employee written notice, and she shall not be entitled to any compensation for the loss of her position as Company Secretary or office.

If the Employee does not resign as Company Secretary or from any other office held in the Company or any Group Company, the Company or any Group Company, having been directed to do so in accordance with this Agreement, reserves the right to terminate the Employee’s office in accordance with applicable law (e.g. section 146 of the Companies Act 2014) or act as the Employee’s attorney to effect her resignation from her position as Company Secretary or any other office held by the Employee in the Company or any Group Company.

By signing this Agreement, the Employee irrevocably appoints the Company as her attorney to act on her behalf to sign, execute, verify and file any such documents or take any action in her name necessary to effect her resignation as Company Secretary of the Company or any other office in the Company or any Group Company, with the same legal force and effect as if executed by her. If there is any doubt as to whether such a document (or other measure) has been carried out within the authority conferred by this clause, a certificate in writing (signed by any director of the Company) will be sufficient to prove that the act or measure falls within that authority.

During the Employment, the Employee shall not do anything that could cause the Employee to be disqualified from continuing to act as Company Secretary, or other office, of the Company or any Group Company. The Employee is required to provide the Company with seven days’ notice of the Employee’s intention to resign from the Employee’s position as Company Secretary of the Company or any other office held in the Company or Group Company.

4.8	Hours of Work

Given the seniority of the Employee’s position, the Employee shall have autonomy over the Employee’s own working hours and shall devote such time, and additional hours, as is reasonably required to perform the Employee’s duties or to meet the needs of the Company. The Employee is expected to work a minimum of 5 days per week (a minimum of 40 hours per week, 8 hours per day). The Employee acknowledges that as the Employee is responsible for determining the duration of the Employee’s own working time, Part II of the Organisation of Working Time Act, 1997 (as may be amended) shall not apply to the Employment. The fact that the Employee may be required to work on a Sunday from time to time is already taken into account in the determination of the Employee’s salary.

Unless prevented by illness, the Employee shall devote the whole of the Employee’s time and attention during the Employee’s normal working hours to the discharge of the Employee’s duties and conform to such hours of work as may from time to time be reasonably required of the Employee.

4.9	Place of Work

The Employee’s normal place of work shall be the Company’s office(s) in Dublin. However, the Company reserves the right to change this to any other premises as it deems necessary at its sole discretion. In this regard, the Employee may be required to work at and/or travel to such places (within or outside Ireland) as the Company may reasonably require without additional remuneration and the Employee hereby agrees to travel to such places (whether within or outside of Ireland) and on such occasions as may be required by the Company and necessary for the proper execution by the Employee of the Employee’s duties. For the avoidance of doubt, the Company will pay for all reasonable expenses incurred in respect of travel required of the Employee to any location except the Company’s offices in Dublin for the duration of normal business hours in accordance with the existing Company travel expense policy.

In accordance with the Company’s policy on remote working, the Company may allow the Employee to work remotely on a temporary or regular basis at the Employee’s home address as set out in this Agreement or other place of work that is agreed between the Employee and the Company in writing, in accordance with applicable Company remote working, data protection and IT security policies that may be in place from time to time. All requests for remote working are to be dealt with in accordance with the Company’s policy on remote working. At any time when the Employee is working remotely, she shall:

(a)	continue to comply with the Employee’s obligations under this Agreement and adhere to all policies and procedures of the Company;
(b)	comply, and facilitate the Company in complying, with all applicable health and safety obligations and the Employee is required to take reasonable care of the Employee’s own health and safety and that of anyone else who may be affected by the Employee’s acts or omissions at work;
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(c)	ensure the security and confidentiality of the Company’s information at all times;
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(d)	immediately report any breach of security arrangements, theft or damage;
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(e)	ensure that her remote working arrangements do not in any way interfere with her work during working hours;
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(f)	inform the Company as soon as possible if the Employee plans to change her home address and shall provide the Company with details of her new home address when the change occurs;
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(g)	not work remotely outside of Ireland without the Company’s prior consent;
(h)	ensure that the home workspace complies with all home or tenant insurance policies and the Employee confirms that, by working from the Employee’s home, the Employee is not in breach of any covenant or agreement; and
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(i)	be responsible for the cost of home utilities and any renovation costs associated with the home workspace.
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The home workspace is considered an extension of the Company’s workspace and should be a dedicated space furnished and equipped as appropriate for the Employee’s job requirements. The Employee is responsible for maintaining the home workspace in a safe condition and free from hazards and, in that regard, the Company reserves the right to inspect the Employee’s home workspace during working hours, with advance notice, for the purposes of determining that it is safe and free from hazards, to suggest modifications, to ensure Company equipment and property is secure and properly maintained or for other business and health and safety purposes as the Company may deem necessary and appropriate from time to time.

4.10	Compliance with Laws

The Employee shall at all times comply fully with all laws, customs, regulations and codes of conduct to which she is or may be subject or which are in force in the country in which she is from time to time located.

4.11	Gratuities

During the Employment, the Employee:

(a)	shall not directly or indirectly procure, accept or obtain for the Employee’s own benefit (or for the benefit of any other person) Gratuities from any third party in respect of any business transacted (whether or not by the Employee) by or on behalf of the Company or any Related Corporation;
(b)	shall observe the terms of any policy issued by the Company or any Related Corporation in relation to Gratuities; and
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(c)	shall, as soon as reasonably practicable, disclose or account to the Company or any Related Corporation for any Gratuities received by the Employee (or any other person on the Employee’s behalf or at the Employee’s instruction).
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For the avoidance of doubt, this Clause shall not apply to air miles, frequent flyer miles or other similar travel points redeemable under loyalty programmes offered by airlines and/or payment companies.

4.12	Communications

Save as expressly specified by the Company, the Employee shall not under any circumstances either directly or indirectly communicate any views in an official capacity as an agent, employee or representative of the Company via print, television, wireless, online, social or other media.

4.13	Capacity

In the pursuance of her duties, the Employee shall work for the Company in that capacity or in such other capacity as the Company may require (which may include assuming an appointment to the board of directors of any Group Company). In performing those duties, Clause 5.4 will apply as if references to the Company are to the appropriate Group Company.

4.14	Company Policies

The Employee is required to comply with all prevailing or future codes of conduct, policies, rules and regulations as may be laid down and/or amended by the Company from time to time (“Company’s Policies”). In the event that there are any inconsistencies between this Agreement or any of the Company’s Policies, the terms in this Agreement will take precedence. The Company’s Policies are non-contractual and do not form part of the Employee’s terms and conditions of employment. These Company’s Policies will be made available to the Employee.

5.	Remuneration
5.1	Salary
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The Employee will be paid a base salary of <Salary> (gross) per annum, subject to the deduction of income tax (PAYE), pay related social insurance contributions (PRSI), universal social charge (USC) (all of which will be remitted to the Irish Revenue Commissioners) and such other deductions which the Company is obliged by law or requested by the Employee or entitled under this Agreement to make.

The salary shall accrue from day to day but shall be paid by equal monthly installments in arrears on the first working day of the next calendar month into the Employee’s nominated bank account. It is the Employee’s sole responsibility to notify the Company of any changes to her bank account.

The Company shall, to the extent permitted by law, be entitled to deduct from the Employee’s salary (or from any other sum due to the Employee) during her Employment or on Termination, any amounts due to the Company from the Employee. By signing this Agreement, the Employee consents to the deduction of such sums for the purposes of the Payment of Wages Act, 1991.

The Employee may, under Section 23 of the National Minimum Wage Acts 2000 and 2015, request a written statement of the Employee’s average hourly rate of pay of any pay reference period. The Company’s pay reference period for the purposes of the National Minimum Wage Acts 2000 and 2015 is one month.

The Employee’s salary shall be deemed to include any fee receivable by the Employee as a director of the Company or any Group Company in which the Employee currently holds office or which the Employee may hold in the future.

5.2	Review of Salary

The salary may be increased at the discretion of the Board. A salary increase will depend on, amongst others, the Employee’s performance, the performance of the Company and economic conditions generally. The Company is under no obligation to award a salary increase following a salary review. Any increase in one year shall not give rise to an entitlement or expectation of a salary increase in any subsequent years. There will be no salary review after notice has been served by either Party to terminate the Employment. For the avoidance of doubt, the Employee should not have any legitimate expectations of an increment following such review.

5.3	Discretionary Bonus

The Employee will be eligible to participate in the Company’s discretionary bonus scheme, on such terms and at such level as the Company may determine from time to time. The Company may, but shall not be obliged to, in addition to the salary, pay the Employee a discretionary bonus of such amount and at such intervals as the Company may in its absolute discretion determine. The amount (if any) of such bonus shall depend on, amongst other things, the Employee’s performance, the performance of the Company for that financial year and the remuneration policy of the Company from time to time. Payment of a bonus shall under no circumstances give rise to any entitlement, contractual or otherwise, to a bonus payment in relation to any other period and the Company may suspend or discontinue such bonus payments at any time whether generally or in relation to the Employee. The Employee acknowledges that the Company has not made any representation or guarantee that any bonus will be payable in any particular year. If the Employee should resign or otherwise cease employment with the Company for any reason whatsoever, whether during or at the end of the year, or be serving her notice period on the date the bonus is declared or to be paid, the Employee will not be paid any bonus (or any part thereof). The Employee shall have no right to any bonus (whether on a pro-rata basis or otherwise) if she has an unexpired disciplinary warning on file on the date when the bonus might otherwise have been payable. For the avoidance of doubt, any bonus, if awarded, does not become due and payable until the date of payment of the bonus. Any bonus payment will be subject to such statutory deductions as is required by law.

5.4	Pensions

The Employee will be entitled to join the Company’s pension scheme (the “Scheme”), subject to the rules of the Scheme as may be amended from time to time. Full details of the Scheme (including details of eligibility requirements and the current rates of employee and employer contributions applicable to the Employee) will be provided to the Employee. The Employee agrees that the Company is authorised to deduct from the Employee’s salary any employee contributions payable by the Employee to the Scheme.

The Company reserves the right to amend, withdraw or replace the Scheme (and reference to the Scheme in this Agreement shall be read as also referring to any replacement scheme or plan the Company may establish in place of the Scheme). In particular, the Company reserves the right to amend the terms of the Scheme as necessary to ensure that the Scheme will be treated as a “qualifying occupational pension scheme” for the purposes of the Automatic Enrolment Retirement Savings System Act 2024 (as may be amended) (the “AE Act”). Such changes may include increasing the minimum rate of contributions employees who opt to join the Scheme are required to make. The Employee will be given prior notice of the making of any such changes.

In the event that the Employee is enrolled into the My Future Fund system established under the AE Act then the Company will, as required under the AE Act, deduct any contributions payable by the Employee from her salary and remit these to My Future Fund and make required employer contributions. For so long as the Company is required to make contributions in respect of the Employee to My Future the Company reserves the right, in its absolute discretion, to cease, suspend or vary the payment of contributions to the Scheme.

5.5	Expenses

The Company shall reimburse the Employee in respect of such expenses as may be incurred by the Employee while engaged in the business of the Company, upon the provision to the Company of proper receipts or other evidence of such expenditure, in accordance with the rules and procedures as may be established by the Company from time to time.

5.6	Other Benefits

Subject to and conditional upon the terms of this clause, the Employee will be eligible to participate in such benefit plans as may be notified to the Employee in writing by the Company from time to time. Full details of any such benefit scheme shall be provided to the Employee, which include health insurance, death in service, D&O liability insurance, income protection and travel insurance.

Participation in such benefit plans shall be subject at all times to the rules and conditions and underwriting criteria applicable to the relevant plan, as may be amended from time to time.

The Company, in its sole and absolute discretion, reserves the right to discontinue, replace, vary or amend any or all of the benefit plans made available to the Employee (including the level of the Employee’s cover and/or that of the Employee’s family, where applicable) at any time on reasonable notice and without compensation. The Company shall not be liable to provide the Employee with any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit.

All insured benefits are subject to:

(a)	the policy terms, conditions and rules of the relevant schemes, as amended from time to time; and
(b)	the Employee (and, if appropriate, the Employee’s spouse, civil partner, or long term partner and/or dependent children) satisfying the normal underwriting requirements of the relevant insurance provider.
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In the event that the insurer of any insured benefit does not meet a claim made by the Employee (or her spouse, civil partner, long term partner and/or dependent children) then the Employee will have no claim against the Company in respect of that insured benefit.

Participation in any benefit plan shall automatically cease on the Termination Date and the Employee shall not be entitled to claim any compensation for loss of such benefits as part of any claim for damages or compensation.

Nothing in this Agreement shall prevent the Company from terminating the Employment, even where the effect of termination is to prejudice, prevent or terminate an actual or prospective claim under any Permanent Health Insurance scheme or other insured benefit scheme.

6.	Annual Leave
6.1	Annual Leave Entitlements
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The Company’s holiday year runs from 1 January to 31 December. In addition to the ten Irish statutory public holidays, the Employee is entitled to twenty-four (24) days of paid annual leave in each holiday year, accrued on a day to day basis. In addition, the Employee may take up to ten (10) days of unpaid leave in each holiday year, without any impact to the Employee with regard to any discretionary bonus payment, equity grants or awards or other benefits. These unpaid days, if unused, cannot be carried forward into the next holiday year.

Any annual leave taken will be deemed to have first been taken in satisfaction of the Employee’s statutory annual leave entitlement.

6.2	Approval for Annual Leave

Written approval in advance of the Company is required before annual leave may be taken. Annual leave may only be taken at such reasonable time or times as may be approved by the Company and otherwise in accordance with the Organisation of Working Time Act, 1997.

6.3	Accumulation of Annual Leave

The Employee shall be entitled to carry forward any accrued and unutilised paid annual leave entitlement in a holiday year to the following holiday year. Any paid annual leave entitlement which is carried forward to the following holiday year must be consumed by or before 31^st^ March of the following holiday year and any paid annual leave entitlements that have been carried forward and that remain unused as at 31^st^ March of the following holiday year will be forfeited without any obligation on the part of the Company to compensate the Employee.

6.4	Pro-rata Entitlement

If the Employee commences or ceases employment during a calendar year, the Employee’s annual leave entitlement will be calculated on a pro-rata basis. Upon cessation of the Employee’s employment with the Company, the Employee shall, if appropriate, either be entitled to pay in lieu of any outstanding paid annual leave entitlement or be required to repay to the Company one day’s salary in respect of each day of leave taken in excess of the Employee’s annual leave entitlement. If the Employee is required to repay the Company for any annual leave taken in excess of the Employee’s annual leave entitlement, the amount to be repaid may be deducted from any monies owing to the Employee from the Company after cessation of the Employee’s employment with the Company and the Employee hereby consents to such deduction being made.

6.5	Cessation of Employment

On cessation of employment, the Employee shall be entitled to salary in lieu of any accrued but untaken statutory annual leave entitlement as at the date of cessation of employment.

In the event that notice of termination of the Employment is served by either Party, the Company may require the Employee to take any outstanding annual leave during the Employee’s notice period. Any accrued but untaken annual leave entitlement shall be deemed to be taken during any period of Garden Leave.

The Company may require the Employee to take (or not to take) holidays on particular dates and the Employee will be given reasonable notice of any such requirement.

7.	Sick Leave

The Company operates a discretionary sick pay policy, details of which are available in the Company’s sick leave policy contained in the Employee Handbook. Subject to the Employee’s compliance with this Agreement and the Company’s sick leave policy (as amended from time to time), including the notification and certification procedures set out, the Company may continue to pay the Employee the Employee’s full salary for a maximum aggregate period of:

(a)	14 working days in each completed year of service if no hospitalisation is necessary; and
(b)	60 days (inclusive of the 14 days of non-hospitalisation sick leave) in each completed year of service if hospitalisation is necessary.
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This does not affect any entitlement the Employee may have to receive Statutory Sick Pay (“SSP”) for the same periods of sickness absence, although any sick pay the Employee receives from the Company shall be inclusive of any SSP due to the Employee and shall be reduced by the amount of any social welfare or other benefits recoverable by the Employee, whether or not recovered. The Employee must notify the Company of any social welfare or other benefits recoverable by the Employee. If the Employee has served the Company for a period of less than thirteen (13) weeks, the Employee shall not be entitled to SSP but may receive discretionary Company sick pay provided the Company sick leave policy, and notification and certification procedures are complied with.

To be entitled to paid sick leave by the Company, the Employee must produce a certificate after 3 consecutive days of illness, to the satisfaction of the Company, issued by a registered medical practitioner certifying that the Employee is not fit for work by reason of the Employee’s medical condition (the “Medical Certificate”). Where the sick leave continues, a medical certificate must be submitted on a weekly basis thereafter or at such other intervals as required by the Employee’s manager. The employee must notify, by phone call, the Employee’s immediate supervisor promptly and at the latest by 10am on the Employee’s working day of the Employee’s intention to take sick leave. For the purposes of notification of sickness absences, email, IM, text or voicemail will not suffice unless agreed to by the Employee’s manager.

For the avoidance of doubt, the Company reserves the right to deem any leave of absence without a Medical Certificate as annual paid leave or unpaid leave. The Company also reserves the right not to pay Company sick pay where the Company’s notification and certification procedures have not been followed.

The Company may at any time during the Employment and at its expense, acting reasonably, require the Employee to submit to a medical examination or examinations by a doctor nominated by the Company. By signing this Agreement, the Employee agrees to attend such medical examination(s). In addition, please note that the results of such examinations will be disclosed to the Company in accordance with applicable data protection laws. The Company reserves the right to make relevant determinations as to the Employee’s capability to continue to perform the Employee’s contract of employment on the basis of the information it has to hand in the absence of any up-to-date medical report.

In the event that the Employee is incapable of performing her duties by reason of injuries sustained wholly or partly as a result of actionable negligence nuisance or breach of any statutory duty on the part of any third party, all payments received by the Employee by the Company whether of salary or sick pay shall to the extent that compensation is recoverable from that third party constitute loans by the Company to the Employee (notwithstanding that as an interim measure income tax has been deducted from payments as if they were emoluments of employment) and the net amount received by the Employee shall be repaid when and to the extent that the Employee recovers compensation for loss of earnings from that third party by action or otherwise. Nothing in this clause will prevent the company from recouping the income tax deducted from payments.

8.	Termination of Employment
8.1	Termination by Notice
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The Employee’s employment may be terminated at any time by either the Employee or the Company giving to the other not less than six (6) months’ notice in writing. This does not preclude the Company from terminating the Employment without notice in certain circumstances, as set out in this Agreement or in Company policies.

The Company may, in its sole and absolute discretion, terminate the Employment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause to pay the Employee in lieu of all or any unexpired part of the Employee’s notice period (“PILON”). If the Employee terminates the Employee’s Employment, the Company also reserves the right to pay the Employee in lieu of all or any unexpired part of the Employee’s notice period

PILON will be equal to the full remuneration (as at the date notice is given) which the Employee would have been entitled to receive under this Agreement during the notice period (or, if notice has already been given, during the remainder of the notice period) but not any other benefits.

For the avoidance of doubt, PILON shall not include

(a)	any bonus or commission payments that might otherwise have been due during the period for which PILON is made;
(b)	any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the PILON is made; and
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(c)	any payment in respect of any holiday entitlement that would have accrued during the period for which the PILON is made.
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The Company reserves the right to pay PILON in equal monthly installments until the end of the period for which PILON is made.

The Employee has no right to receive PILON unless the Company has exercised its discretion to pay the Employee in lieu of her notice period (or any part of it). Nothing in this clause shall prevent the Employee from summarily terminating the Employment without notice, in accordance with the Termination Without Notice clause of this Agreement.

8.2	Severance Payment in connection with Change of Control

If the Employee’s employment is terminated by the Company under Clause 8.1 in connection with a Change of Control Event, the Company shall pay the Employee a severance payment equivalent to ten (10) months of the Employee’s monthly basic salary as at the Termination Date (the “SeverancePayment”), within three (3) months of the Termination Date. For the avoidance of doubt, where the Employee’s employment is terminated by the Company on any of the grounds specified in Clause 8.5, the Employee shall not be entitled to receive the Severance Payment.

8.3	Notice Period and Annual Leave Entitlements

The Employee shall not be entitled to offset the notice period with any of her annual leave entitlements which remain unused unless the Company agrees otherwise in writing.

8.4	Garden Leave

Following service of notice to terminate the Employment by either Party, or if the Employee purports to terminate her Employment in breach of contract, the Company may place the Employee on Garden Leave for the whole or part of the remainder of her Employment.

During any period of Garden Leave:

(a)	the Company shall be under no obligation to vest in the Employee or assign to the Employee any powers or duties or to provide work for the Employee;

(b)	the Company may prohibit contact or communication, other than purely social contact, between the Employee and the Company’s customers and business contacts, suppliers, employees, officers, agents, distributors, shareholders, advisers, directors, consultants and/or prospects;
(c)	the Company may require the Employee not to attend work for all or any part of the period of notice, exclude the Employee from any premises of the Company, and remove the Employee’s access to the Company’s premises and computer systems;
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(d)	the Company may require the Employee to work from home;
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(e)	the Company may disconnect, suspend or limit the Employee’s access to Company’s and/ or any Related Corporation’s computer, e-mail, telephone, voicemail and other communication systems or databases;
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(f)	the Company may require that the Employee immediately return any property belonging to the Company under Clause 12.4;
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(g)	the Company may require that the Employee immediately resign from any directorships, trusteeships or other offices which the Employee may hold in any Group Company as a result of the Employee’s capacity as an employee of the Company (or such other entity as the Employee may be employed by in the Group);
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(h)	the Employee shall provide such assistance as the Company may require to effect an orderly handover of her duties and responsibilities to any individual appointed by the Company or other Group Company to take over her role or responsibilities; and
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(i)	the Employee shall remain readily contactable and available for work and shall make the Employee available to deal with requests for information, provide assistance, be available for meetings and to advise on matters relating to work as requested by the Company. In the event that the Employee is not available for work having been so requested by the Company, the Employee will forfeit any right to salary and contractual benefits.
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The Employee shall not engage in any work outside the Company, whether by the Employee or together with others, and whether for the Employee’s own benefit or for the benefit of others. The Employee agrees to take all accrued but unused annual leave during the period of Garden Leave. The Company’s right to exercise its powers under this Clause is subject to the Employee continuing to receive the Employee’s salary and all other contractual benefits during the period of Garden Leave. For the avoidance of doubt, the Employee shall remain an employee of the Company and all the Employee’s duties (whether express or implied) under this Agreement, including without limitation, the Employee’s duty of fidelity, good faith, exclusive service and duties in relation to the Company’s Confidential Information under Clause 12 shall continue throughout the period of Garden Leave.

8.5	Termination without Notice

(a)	the Employee commit any serious breach or repeat or continue (after warning) any material breach of this Agreement or refuse or neglect to comply with any of the Company’s reasonable and lawful directions;

(b)	the Employee breach any of the warranties and representations provided in the Representations and Warranties clause of this Agreement or where, in the reasonable opinion of the Board, the warranties and representations provided are materially inaccurate, untrue or misleading;
(c)	the Employee be absent from work for more than 3 working days continuously without prior approval from the Company and (i) the Employee has no reasonable excuse for the absence; or (ii) the Employee does not inform and does not attempt to inform the Company of the excuse for the absence;
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(d)	the Employee commit any serious breach or repeat or continue (after warning) any material breach of the staff manual or the Employee Handbook (if any), Company’s Policies, compliance manual(s), guidelines and/or checklists;
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(e)	the Employee commit any act or engage in any conduct which in the reasonable opinion of the Board would bring the Company into disrepute or otherwise prejudices or is considered likely to prejudice the reputation of the Company or any Group Company;
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(f)	the Employee be, in the reasonable opinion of the Board, negligent and incompetent in the performance of the Employee’s duties;
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(g)	the Employee cease to be eligible to work in Ireland;
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(h)	the Employee cease to hold any requisite professional qualification (if applicable to the Employee’s role);
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(i)	the Employee commit or engage in any serious misconduct;
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(j)	the Employee be convicted of any arrestable criminal offence (other than a road traffic offence which does not result in a custodial sentence) which, in the reasonable opinion of the Board, may affect the Employee’s position in or the reputation of the Company;
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(k)	the Employee breach any of the confidentiality provisions contained in clause 12;
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(l)	the Employee be adjudicated bankrupt or commit any act of bankruptcy or make any arrangement or composition with the Employee’s creditors;
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(m)	the Employee be guilty of any fraud, dishonesty or conduct tending to bring the Employee, the Company or any Group Company into disrepute;
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(n)	the Employee be disqualified from holding office as a director in another company in which the Employee is concerned or interested because of wrongful trading;
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(o)	the Employee be found to have provided false or misleading information to the Company or has omitted information that has misled the Company prior to the Company offering employment with the Company to the Employee;
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(p)	the Employee resign from any directorships or offices with the Company or any other Group Company which the Employee may hold in the Employee’s capacity as an employee of the Company (or such other entity as the Employee may be employed by in the Group) without the consent or concurrence of the Company; or
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(q)	it became illegal for the Company to employ the Employee in Ireland.
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The Company’s rights under this clause are without prejudice to any other rights that the Company might have at law to terminate the Employment on notice or to accept any breach of this Agreement by the Employee as having brought the Agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver of these rights

8.6	Suspension

In order to investigate a complaint against the Employee of misconduct and to allow the Company to carry out whatever investigation it deems necessary, the Company may suspend the Employee for a reasonable period on full pay and other contractual benefits and may do any or all of the following:

(a)	exclude the Employee from all or any premises of the Company or any Group Company; or
(b)	require the Employee to abstain from engaging in any contact (whether or not initiated by them) with any customer, client, supplier, other business connection, employee, director, officer, consultant or agent of the Company or any Group Company, save for in a social capacity; or
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(c)	require the Employee to deliver up to the Company, without destruction, deletion or redaction of any data or images, any correspondence, documents, laptops, computer drives, computer disks and other computer equipment, tapes, mobile telephones, or wireless devices (or similar equipment) in her possession or under her control and which belong to the Company or any of its associates, and to provide to the Company full details of all then current passwords or other privacy or security measures used by the Employee in respect of any such equipment; or
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(d)	suspend or limit the Employee’s access to the Company’s and/or any Group Company’s computer, e-mail, telephone, voicemail and other communication systems or databases.
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During any period of suspension pursuant to this clause, the Employee shall (for the avoidance of doubt) continue to be bound by the duties of fidelity and good faith, shall continue to be available during normal business hours (other than agreed annual leave or authorised Incapacity absence or other authorised leave) to perform any duties that may be assigned to the Employee (if any), and shall continue to comply with the terms of this Agreement including any instruction issued by the Company.

8.7	Obligations Upon Termination

Upon the termination of the Employee’s employment howsoever arising, she shall:

(a)

deliver to the Company all Confidential Information and property belonging to the Company or any Group Company in the Employee’s possession or under the Employee’s control including but not limited to originals (or extracts) of documents, books, materials, records, correspondence, papers, lists, and information (on whatever media and wherever located) relating to the Company or any Group Company’s business affairs, contacts or customers, and any tapes, mobile phones, laptop and any other electronic communication devices, keys, security card, access badge, keys, company credit card(s), fuel card, IT equipment, car (together with the keys and all documentation relating to the car) and all documents and copies (whether written, printed, electronic, recorded or otherwise and wherever located) made, compiled or acquired by the Employee during the Employee’s Employment or relating to the Company or any Group Company’s business or affairs or business contacts or customers;

(b)

irretrievably delete any Confidential Information or information relating to the Company or any Group Company’s business stored on any magnetic or optical disk or memory and all matters derived from such sources which is in the Employee’s possession or under the Employee’s control outside the Company’s premises;

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(c)

not at any time thereafter or for any purpose, use the name of the Company or any other Group Company in connection with the Employee’s or any other name in any way which may suggest that the Employee is or has been connected with the Company or the businesses of any other Group Company, nor in any way hold the Employee out as having or having had any such connection and the Employee shall not use any proprietary information concerning the Company or any other Group Company in the Employee’s businesses or affairs which the Employee may have acquired in the course of or as incident to the Employee’s employment for the Employee’s own benefit or to the detriment or intended or probable detriment of the Company or any other Group Company; and

(d)

if so requested by the Company, send to a duly appointed officer of the Company a signed statement confirming that the Employee has complied with the Employee’s obligations under this clause together with such reasonable evidence of compliance as the Company may request.

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On termination of the Employment the Employee shall not be entitled to any compensation for the loss of any rights or benefits under any bonus, long-term incentive plan, share option or other profit sharing scheme that may be operated by the Company or any Group company in which the Employee may participate.

The Employee shall provide the Company with any information, advice or reasonable assistance it requires in respect of the Employee’s Employment or its Termination.

The termination of this Agreement shall not affect any of the provisions of this Agreement as are expressed to operate or have effect after the Termination Date

The Company may withhold any sums due to the Employee on Termination pending the Employee’s compliance with this clause.

8.8	Effect of Termination of the Employee’s Employment

8.9	Approved Annual Leave

Any request for annual leave approved prior to notice of termination being served shall become invalid, and the Employee shall submit a fresh application to take annual leave during the notice period, the approval of which shall be at the Company’s sole discretion depending on, amongst other things, the business needs of the Company.

8.10	Retirement

The Company operates a retirement age which coincides with the State Pension Age at the year of retirement. The Employment shall terminate without compensation on the last day of the month in which the Employee reaches the State Pension Age.

9.	Conflicts of Duty

The Employee represents and warrants to the Company that by accepting the terms of the Employee’s employment, the Employee represents to the Company that the Employee’s performance will not breach any other agreement to which the Employee is a party and that the Employee has not, and will not during the term of the Employee’s employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this Agreement.

In order to protect the Company’s Confidential Information, to avoid any potential conflicts of interest, the Employee shall not during the Employment (except as a representative of the Company) without the prior written consent of the Company undertake nor, directly or indirectly be engaged, concerned or interested in, nor make preparations to be engaged, concerned or interested in, any other Person or become an employee, officer, servant or agent of or consultant to any other Person.

Nothing in this clause shall preclude the Employee:

(a)	from holding, being interested in or acquiring (beneficially or otherwise), when aggregated with any such holding of the Employee’s spouse and children under the age of 18, up to 3% of any class of securities quoted or dealt in on a recognised investment exchange and up to 10% of any class of securities not so quoted or dealt by way of bona fide investment unless the Board shall require the Employee not to do so in any particular case on the ground that such other company is a competitor of the Company or any Related Corporation and accordingly the Employee shall promptly inform the Board in writing of each and every holding or acquisition; or
(b)	with the Company’s consent (that shall not be unreasonably withheld) from being concerned or taking an interest in or assuming responsibilities to (in any capacity whatsoever including without limitation to the generality of the foregoing as a director, officer, servant, agent or consultant) any company (which is not a member of the Group) or Person provided always that:
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i.	the business or activity of such Person is not in conflict and does not compete and is not likely to compete with the business of the Company or any Related Corporation; and
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ii.	the Employee’s interest in and responsibilities towards such Person do not interfere with the proper performance by the Employee of her duties under this Agreement.
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10.	Restrictive Covenants

For the purposes of this clause:

“Key Employee” means Chief Financial Officer, Chaos Engineer, Chief Executive Officer, Chief Science Officer, Compiler Engineer, Content Manager, Director of Design, Director of Finance, Director of Human Resources, Director of IT, Director of MarComm, Full Stack Developer, Graphic Designer, HR Director, Investor Relations, Marketing and Communications Manager, Engineer, Scientist, Partnerships Manager, Product Manager, Product Designer, DevOps Engineer, Technical Product Manager, VP Of Commercial Operations, VP of Engineering, VP of Operations, VP of People, VP of Product;

“Relevant Business” means Quantum Computing or the business or businesses carried on by the Company or any Related Corporation as at the Relevant Date, limited to the activities with which the Employee was materially concerned or involved in during the course of the Employment during the Relevant Period, or in respect of which the Employee possessed a material amount of Confidential Information as at the Relevant Date;

“Restricted Area” means Ireland, Singapore and any other country in which the Company or any Related Corporation carries on a material amount of Relevant Business or intends to carry on Relevant Business, where such intention is reasonably within her knowledge, as at the Relevant Date;

“Restricted Person” means any Person with whom the Employee had material or regular dealings at any time during the Relevant Period, or in relation to whose dealings with the Company or any Related Corporation the Employee possessed a material amount of Confidential Information as at the Relevant Date;

“Restricted Products or Services” means products or services of the same type as or similar to or competitive with any products or services supplied by the Company or any Group Company at the Relevant Date, the sale or supply of which the Employee shall have been involved to a material extent at any time during the Relevant Period;

“Relevant Date” means the earlier of (a) the Termination Date (however arising); or (b) the date on which the Employee commences Garden Leave pursuant to this Agreement;

“Relevant Period” means the twelve months prior to, and including, the Relevant Date.

The Employee acknowledges:

(a)	that the Group is in a unique and highly specialised business, which is international in scope with a number of competitors;
(b)	that the Group possesses a valuable body of Confidential Information and that the Employee’s knowledge of Confidential Information directly benefits the Employee by enabling the Employee to perform her duties;
---	---
(c)	that the Employee had access to the Group’s broad and valuable base of business partners, contacts and commercial relationships as a result of the Employment;
---	---
(d)	that the protection of Confidential Information, customer and supplier connections, business dealings, commercial partnerships, goodwill, economic dealings and the stability of the workforce of the Company and its Group are important and valuable business interests of the Group requiring protection; and
---	---
(e)	that the disclosure of any Confidential Information to any actual or potential competitor of the Company or any Group Company would place the Company and the Group at a serious competitive disadvantage and would cause immeasurable (financial and other) damage to the Relevant Business.
---	---
10.1	Non-Compete Restriction
---	---

The Employee agrees with the Company that to protect the Company’s legitimate business interests (and/or those of any relevant Group Company), during her Employment and for a period of 6 months after the Relevant Date, the Employee shall not within the Restricted Area, without the prior written consent of the Company, directly or indirectly in any capacity (limited to a role that is of the same, similar or greater seniority, status and remuneration as the Employee’s role with the Company at the Termination Date, as determined on the basis of the prevailing industry norm for a role commensurate with any such role ) either on the Employee’s own behalf or in conjunction with or on behalf of any other Person, be engaged, concerned or interested in the Relevant Business or in any business wholly or partly in competition with the Relevant Business.

None of the restrictions in this clause shall prevent the Employee from holding an investment by way of shares or other securities of not more than 3% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange.

10.2	Non-Solicitation / Non-Deal Restrictions

The Employee agrees with the Company that to protect the Company’s legitimate business interests (and/or those of any relevant Related Corporation), during the Employment and for a period of 6 months after the Relevant Date, the Employee shall not within the Restricted Area, without the prior written consent of the Company, directly or indirectly in any capacity either on the Employee’s own behalf or in conjunction with or on behalf of any other Person:

(a)	accept orders for or supply or cause orders to be accepted for or cause to be supplied Restricted Products or Services to any Restricted Person who:
i.	was provided with products or services by the Company or any Related Corporation at any time during the Relevant Period; or
---	---

ii.	who was negotiating with the Company or any Related Corporation in relation to orders for or the supply of products or services from the Company or any Group Company at any time during the Relevant Period.
(b)	solicit, canvass or approach or endeavour to solicit, canvass or approach or cause to be solicited, canvassed or approached any Restricted Person who:
---	---
i.	was provided with products or services by the Company or any Related Corporation at any time during the Relevant Period; or
---	---
ii.	was negotiating with the Company or any Related Corporation in relation to orders for or the supply of products or services from the Company or any Related Corporation at any time during the Relevant Period, for the purpose of offering to that Person Restricted Products or Services.
---	---
(c)	interfere or seek to interfere or take steps as may interfere with the supplies (or the prospective supplies) to the Company or any Related Corporation (or the terms relating to such supplies) from any Restricted Person who:
---	---
i.	supplied components, materials, products or services to the Company or any Group Company at any time during the Relevant Period;
---	---
ii.	was negotiating with the Company or any Related Corporation in relation to the supply of components, materials, products or services to the Company or any Group Company at any time during the Relevant Period.
---	---
(d)	solicit or entice away or endeavour to solicit or entice away or cause to be solicited or enticed away from the Company or any Related Corporation any Person with whom the Employee worked with, or had managerial responsibility for, at any time during Relevant Period (or in relation to whom, as at the Relevant Date, the Employee possessed a material amount of Confidential Information) and:
---	---
i.	who was, at the Relevant Date, a Key Employee or who was otherwise employed or directly or indirectly engaged by the Company or any Related Corporation in a senior [sales / marketing / financial / research / technical] or other managerial role; and
---	---
ii.	shall not include any non-managerial employee employed in an administrative, clerical, manual or secretarial capacity; and
---	---
iii.	whose departure from the Company or any Related Corporation would have a material adverse effect on the business of such undertaking.
---	---

The Employee agrees that she will not, after the Termination Date, whether directly or indirectly, use in connection with any business, any name that includes the name of the Company or any Related Corporation, or any colourable imitation of such names, and that the Employee shall not represent herself or permit herself to be held out as being in any way connected with or interested in the business of the Company or of any Group Company and that she shall take such steps as are necessary to comply with this obligation (including, but not limited to, by amending her social media profile) provided that such steps are not inconsistent with the Employee’s on-going obligations under this Agreement.

10.3	General

The Employee agrees that if, during the continuance in force of the restrictions set out in this clause, the Employee receives an offer of employment from any Person, the Employee will immediately provide that Person with a complete and accurate copy of the restrictions set out in this clause.

The Employee acknowledges and confirms that the restrictions set out in this clause are reasonable and go no further than is reasonably necessary to protect the legitimate business interests of the Company and any Related Corporation (including, but not limited to, those interests acknowledged by the Employee in this clause).

Nothing contained in this clause shall act to prevent the Employee from using generic skills learnt while employed by the Company in any business or activity which is not in competition with the Company.

Each of the restrictions set out in this clause is separate and severable and in the event of any such restriction (including the defined expressions) being determined as being unenforceable in whole or in part for any reason, such unenforceability shall not affect the enforceability of the remaining restrictions or, in the case of part of a restriction being unenforceable, the remainder of that restriction.

The Employee acknowledges and confirms that she shall at the request (and cost) of the Company enter into a further agreement with a Group Company whereby the Employee shall accept restrictions corresponding to the restrictions in this Agreement.

The periods for which the restriction in this clause apply shall be reduced by any period that the Employee spends on Garden Leave immediately before Termination.

11.	Confidentiality
11.1	Prohibition
---	---

The Employee shall not, without the prior written consent of the Company:

(a)	use, copy, reproduce or otherwise exploit any Confidential Information; or
(b)	distribute, publish or disclose any Confidential Information to any person, for or in connection with anything other than the business of the Company. The Employee shall not receive any rights by implication or otherwise in any Confidential Information received by her under this Agreement.
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11.2	Employee Obligations
---	---

Without prejudice to any other provisions in this Agreement, the Employee hereby agrees and undertakes to:

(a)	hold in strictest confidence the Confidential Information;
(b)	not use the Confidential Information for any purpose other than for the purpose of discharging the Employee’s work for the Company in the Employee’s capacity as an employee of the Company and always for the benefit of the Company;
---	---
(c)	not use any confidential information and/or proprietary information belonging to any of the Employee’s former employers or of any third party who has not authorised such use or disclosure;
---	---
(d)	not use or include Confidential Information in connection with Generative AI, including in any prompt or input to Generative AI, save as permitted by the Company and in accordance with any relevant Company policy on the use of AI and/ or IT systems generally in place from time to time;
---	---
(e)	take all steps to prevent any reproduction, duplication and/or copying of the Confidential Information by any person;
---	---

(f)	take all steps to ensure that documents and items of work-in-progress (if any) that embody the Confidential Information are kept in secured storage areas;
(g)	surrender and return all or any of the Confidential Information and any notes, memoranda or the like including any copies thereof to the Company on the Company’s written demand; and
---	---
(h)	acknowledge that the Confidential Information and all rights therein are and shall remain the sole and exclusive property of the Company.
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11.3	Information Not Protected
---	---

The protection to be accorded to Confidential Information hereunder does not and shall not extend to any information:

(a)	which is trivial or obvious;
(b)	which is publicly available or which subsequently becomes publicly available other than by or in consequence of any breach of the Employee’s obligations of confidentiality;
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(c)	which is already rightfully known to the Employee at the date of this Agreement and not acquired directly or indirectly from the Company;
---	---
(d)	which is independently developed by the Employee without resort to any Confidential Information;
---	---
(e)	which was given to the Employee by third parties who are not in breach of any obligations of confidentiality or secrecy; or
---	---
(f)	which is required to be disclosed by applicable law or order of a court of competent jurisdiction or recognised stock exchange or government department or agency, provided that prior to such disclosure the Employee consults with the Company as to the proposed form, nature and purpose of the disclosure.
---	---
11.4	Ownership of Materials
---	---

All notes, memoranda, records, correspondence, computer information (such as disks, files, spreadsheets and software), plans, drawings and other documents of whatsoever nature and all copies thereof made or compiled or acquired by the Employee during the Employment in relation to the business, finances or affairs of any Group Company and all other property belonging to any Group Company, including but not limited to documents and other records (whether on paper, disc, tape or any electro-magnetic medium or in any other form) shall remain the property of the Group Company and shall be delivered by the Employee to the Group Company from time to time on demand and in any event forthwith upon the Employee leaving the service of the Company or any other Group Company.

11.5	Remedy

The Employee acknowledges that damages may be an inadequate compensation for breach of any of the covenants contained in this Clause 11 and, subject to a court’s discretion, the Company may (for itself or on behalf of any other Group Company) restrain, by injunction, equitable relief or similar remedy, any conduct or threatened conduct by the Employee which is or will be a breach of this Clause 11.

11.6	Rights and Obligations after Termination

The rights and obligations under this Clause 11 shall continue in force after termination of the Employee’s employment with the Company and shall be binding upon the Employee’s representatives.

11.7	Permitted Disclosures

Nothing in this Agreement shall prevent the Employee from making a protected disclosure as defined in the Protected Disclosures Act 2014, as amended by the Protected Disclosures (Amendment) Act 2022.

Nothing in this Agreement shall prevent the Employee from making a disclosure of information relating to:

(a)	an allegation of discrimination, victimisation, harassment, or sexual harassment by the Employee in relation to the Employee’s employment by the Company; and/or
(b)	any action taken by the Employee or the Company in response to such an allegation, including any action taken in relation to any complaint made or proceedings taken by the Employee in relation to the subject matter of such an allegation.
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12.	Intellectual Property
---	---
12.1	Ownership of Works
---	---
(a)	The Employee agrees and acknowledges that all rights, titles and interests (including Intellectual Property Rights) in any ideas, concepts, inventions, discoveries, developments, audio and video recordings, designs, drawings, content, materials, products and works of authorship created or developed by the Employee either alone or with others in performing her normal duties or tasks specifically assigned to her or by using the Company’s material or technical resources (collectively, “Works”) shall be owned by the Company. In addition, the Employee also agrees to irrevocably and absolutely waive rights of any kind in and to the Works (including any rights of paternity, attribution, disclosure, withdrawal and integrity and any other moral rights).
---	---
(b)	To the extent that the Employee owns or will own any rights, titles and interests (including Intellectual Property Rights) to the Works, the Employee hereby automatically assigns, without further consideration, all of such rights, titles and interests (including Intellectual Property Rights), to the Company upon creation of such Works.
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(c)	To the extent that any of the Employee’s rights, titles and interests (including Intellectual Property Rights) to the Works cannot be assigned to the Company despite her best endeavours to ensure the same, the Employee shall grant to the Company an exclusive (even as to herself), irrevocable, perpetual, worldwide, transferable, sub-licensable, royalty-free/licence-fee free right and licence to use the Works for any purposes.
---	---
(d)	In any instance where the provisions of this Clause 12.1 are, pursuant to any applicable law, not fully effective in ensuring that the rights, titles and interests in the Works are automatically owned by the Company, the Employee shall (if requested by the Company) sign all papers and execute all documents, including without limitation patent applications, trade mark applications, service mark applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, and do all things, which the Company may deem necessary or desirable in order to protect its rights, titles and interests in respect of the Works.
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12.2	Undertakings
---	---

The Employee, unconditionally and irrevocably agrees and undertakes with the Company:-

(a)	not to take any action or cause to be done anything in any manner whatsoever, to cause the Company’s Intellectual Property Rights to be affected, compromised, diminished or lost;
(b)	not to cause or permit anything which may damage or endanger the Company’s Intellectual Property Rights or the Company’s title to it or assist or allow others to do so;
---	---

(c)	to notify the Company of any suspected infringement of the Company’s Intellectual Property Rights and to take such reasonable action as the Company shall direct at the Company’s expense in relation to such infringement;
(d)	ensure that any Works created, produced or worked on by the Employee does not infringe any third party’s Intellectual Property Rights;
---	---
(e)	not to challenge the validity of any of the Company’s Intellectual Property Rights;
---	---
(f)	not to use the Company’s Intellectual Property Rights except directly in the conduct of the Business;
---	---
(g)	not to use the Company’s Intellectual Property Rights in the name or corporate name of such Employee;
---	---
(h)	to compensate the Company for any use of the Company’s Intellectual Property Rights by such Employee otherwise than directly in the conduct of the Business;
---	---
(i)	to indemnify the Company for any liability incurred to third parties for any use of the Company’s Intellectual Property Rights by the Employee otherwise than directly in the conduct of the Business;
---	---
(j)	not to apply for registration of the Company’s Intellectual Property Rights in such Employee’s name but to assist the Company at the Company’s expense any assistance it may require in connection with the registration of the Company’s Intellectual Property Rights in any part of the world and not to interfere with in any manner nor attempt to prohibit the use or registration of the Company’s Intellectual Property Rights or any similar name or designation by any other licensee of the Company; and
---	---
(k)	to hold any additional goodwill generated by such Employee for the Company’s Intellectual Property Rights or the Business as bare trustee for the Company.
---	---

12.3	Appointment of Company as Attorney

The Employee irrevocably appoints the Company to be the Employee’s attorney in the Employee’s name and on the Employee’s behalf to sign, execute or do any such instrument or thing and generally to use the Employee’s name for the purpose of giving to the Company (or its nominees) the full benefit of the provisions of Clause 12. A certificate in writing in favour of any third party signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this Clause 12.3 shall be conclusive evidence that such is the case.

12.4	Waiver

To the extent permissible under applicable law, the Employee waives any and all of her rights in relation to the Works created or developed by the Employee during the Employee’s employment with the Company and she shall not assert any right or to institute, support, maintain or permit any action or claim based on or in connection with the infringement or the alleged infringement of her rights.

12.5	Rights and Obligations after Termination

The rights and obligations under this Clause 12 shall continue in force after termination of the Employee’s employment with the Company in respect of any Works created or developed by the Employee during the Employee’s employment under this Agreement and shall be binding upon the Employee’s heirs, successors, assigns and representatives.

13.	Data Protection
13.1	Collection of Personal Data
---	---

The Company collects and processes your Personal Data in accordance with applicable Data Protection Laws. While much of your personal data will come directly from you, there will be circumstances in which personal data from other sources will be collected and retained by the Company. The Company will typically hold personal data on your personnel file, but it will also hold other information relating to you, such as payroll records, records of phone, email, and internet usage. The Company’s Employee Privacy Notice sets out in greater detail in regard to how the Company collects, uses and processes your personal data. The Company will rely upon the lawful grounds for processing your personal data as set out in the Company’s Employee Privacy Notice.

13.2	Employee Obligations in Relation to Personal Data

The Employee shall comply with the Applicable Data Protection Laws and any data protection policy of the Company when handling Personal Data in the course of the Employee’s employment, including Personal Data relating to any employee, customer, client, supplier or agent of the Company or any Group Company. Failure to comply with the Applicable Data Protection Laws and any data protection policy of the Company shall be met with disciplinary action and may be treated as gross misconduct resulting in the Employee’s dismissal without notice.

14.	General
14.1	Notices
---	---

Notices shall be given in writing by post, courier, personal delivery or electronic mail addressed, in the case of the Company, to its principal place of business for the time being or to the following electronic mail address: [email protected] or such other email addresses as may be notified to the employee from time to time and, in the Employee’s case, to the Employee at the Employee’s last known address or the electronic mail address in the Employee’s employee personnel file. Any such notice, if given by post shall be deemed to have been duly served 48 hours after posting and in proving the same, it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and posted. Any notice given by courier or personal delivery shall be deemed to be duly served at the time of delivery to the Employee. Any notice given by electronic mail shall be deemed to be duly served at the time of transmission provided that the sender does not receive any indication that the electronic mail message has not been successfully transmitted to the intended recipient or has been delayed. In each case where delivery occurs on a day which is not a business day or after 6pm on a business day, service shall be deemed to occur at 9am on the next following business day.

14.2	Effect of Termination

14.3	Remedies and Waivers

A waiver by the Company of any breach by the Employee of any of the terms, provisions or conditions of this Agreement shall not constitute a general waiver of a subsequent breach by the Employee of any such term, provision or condition.

No waiver by the Company of any term, provision or condition of this Agreement or of any breach by the Employee of any term, provision or condition of this Agreement shall be effective unless it is in writing (excluding e-mail) and signed by the Company.

Any remedy or right conferred upon the Company for breach of this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it whether pursuant to this Agreement or otherwise provided for by law.

14.4	Training

As part of the Employee’s role with the Company, the Employee does not have any mandatory training entitlement. The Company will reimburse the Employee in respect of any training courses required by the Company or necessary for the proper performance of the Employee’s duties, subject to prior written approval by the Company.

14.5	Collective Agreements

There is no collective agreement which directly affects employment.

14.6	Health and Safety

A copy of the Company’s Safety Statement will be made available to the Employee. The Employee must, at all times, comply with the Safety Statement and the Employee’s obligations under Irish health and safety legislation.

14.7	Terms of Employment

The provisions of this Agreement shall constitute notice to the Employee of her terms and conditions of employment as are required to be given to the Employee by Irish law.

14.8	Assignment

The Employee shall not (nor shall she purport to) assign or transfer to any third party the benefit and/or burden of this Agreement, or grant, declare, create or dispose of any right, interest or obligation in it, or sub-contract the performance of any of her obligations under this Agreement, without the Company’s prior written consent.

14.9	Counterparts

14.10	Severability of Terms and Conditions

14.11	Entire Agreement

This Agreement, including the Schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matters hereof, supersedes all previous correspondence, discussions, agreements, promises, assurances, warranties, representations and undertakings exchanged or made between the Parties, , whether written or oral, and there are no warranties, representations, understandings or agreements relative hereto which are not fully expressed herein. Neither of the Parties has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other Party which is not set out or referred to in this Agreement as forming part of the contract of employment of the Employee. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

14.12	Amendments

The Company shall have the right to unilaterally:

(a)	amend, add to or vary any of the terms in this Agreement for the purposes of compliance with applicable laws; or
(b)	make any amendments, additions or variations to this Agreement which are editorial in nature or for the purposes of reflecting any administrative or policy changes within the Company,
---	---

and such amendment, addition or variation shall become fully effective and a binding term of the Employee’s employment upon notification to her. For the avoidance of doubt, no amendment or variation of the Employee’s material terms of employment (such as her salary and material employment benefits) shall be effective unless it is in writing and consent of both Parties is given.

14.13	Governing Law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Ireland. Each Party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

14.14	Electronic Signature

The Parties agree and consent that this Agreement may be signed by electronic signature (whatever form the electronic signature takes) and that this method of signature is as conclusive of the intention of the Parties to be bound by this Agreement as if signed by each Party’s manuscript signature.

[Remainder of page intentionally left blank]

SCHEDULE

DUTIES AND RESPONSIBILITIES

A-3-30

IN WITNESS WHEREOF this Agreement has been entered into by the Parties hereto.

The Company

SIGNED by
Dr. Joe Fitzsimons
Name
CEO
Designation	Signature
for and on behalf of
HORIZON QUANTUM HOLDINGS PTE. LTD.

The Employee

SIGNED by
<Name>
Name	Signature
In the presence of:
Witness Name:
Witness Occupation:
Witness Address:

A-3-31

Exhibit 4.16

Rose Holdco Pte Ltd.

Horizon Quantum Computing Pte. Ltd.

29 Media Cir., #05-22

Singapore, 138565

March 9, 2026

IonQ, Inc.

3755 Monte Villa Parkway

Bothell, WA 98021

Attn: Paul T. Dacier, Chief Administrative Officer and Chief Legal Officer

Re:	Amendment

Ladies and Gentlemen:

Reference is made to that certain letter agreement (the “Letter Agreement”), dated December 4, 2025, by and among IonQ, Inc. (the “Strategic Investor”), Rose Holdco Pte. Ltd. (Company Registration No.: 202537774K), a Singapore private company limited by shares (“Holdco”), Horizon Quantum Computing Pte. Ltd. (Company Registration No.: 201802755E), a Singapore private limited company by shares (“Horizon”), and dMY Squared Technology Group, Inc., a Massachusetts corporation (“SPAC”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Letter Agreement.

In exchange for consideration, the receipt and adequacy of which each party hereto hereby acknowledges, the parties hereto hereby agree as follows:

Amendment. Section 3 of the Letter Agreement is hereby deleted in its entirety.
Miscellaneous. Except as modified by this letter agreement, the Letter Agreement shall remain in full force and effect. The provisions of Section 7 and Section 10 of the Subscription Agreement shall apply to this letter agreement, mutatis mutandis.

[Signature Page Follows]

Very truly yours,
ROSE HOLDCO PTE. LTD.
By:	/s/ Joseph Francis Fitzsimons
Name:	Joseph Francis Fitzsimons
Title:	Authorized Signatory
HORIZON QUANTUM COMPUTING PTE. LTD.
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By:	/s/ Joseph Francis Fitzsimons
Name:	Joseph Francis Fitzsimons
Title:	Chief Executive Officer
DMY SQUARED TECHNOLOGY GROUP, INC.
By:	/s/ Harry L. You
Name:	Harry L. You
Title:	Chief Executive Officer and Chief Financial Officer
Acknowledged and Agreed:
---	---
IONQ, INC.
By:	/s/ Paul T. Dacier
Name:	Paul T. Dacier
Title:	Chief Administrative Officer and Chief Legal Officer

Exhibit 8.1

SUBSIDIARIES OF HORIZON QUANTUM HOLDINGS .

Name	Jurisdiction
Horizon Quantum Computing Pte. Ltd.	Singapore
dMY Squared Technology Group, Inc.	Massachusetts

Exhibit 15.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION

Defined terms included belowshall have the same meaning as terms defined and included elsewhere in this Current Report on Form 20-F (the “Form 20-F”)filed with the Securities and Exchange Commission (the “SEC”.)

Introduction

The following unaudited pro forma condensed combined financial information presents the combination of financial information of DMY and Horizon, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendmentsto Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“TransactionAccounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). DMY has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2025, assumes that the Business Combination occurred on June 30, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025, and the year ended December 31, 2024, assume that the Business Combination occurred on January 1, 2024.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what Holdco’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of Holdco. The actual financial position and results of operations of Holdco may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of DMY was derived from the unaudited financial statements of DMY as of and for the six months ended June 30, 2025, as filed on Form 10-Q on August 27, 2025, and the audited financial statements of DMY for the year ended December 31, 2024, which are incorporated by reference. The historical financial information of Horizon was derived from the unaudited consolidated financial statements of Horizon as of and for the six months ended June 30, 2025, and the audited financial statements for the year ended December 31, 2024, which are incorporated by reference. This information should be read together with DMY’s and Horizon’s financial statements, and related notes, the sections titled “DMY Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Horizon Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information incorporated by reference.

Description of the Business Combination

The Business Combination Agreement

Pursuant to the Business Combination Agreement, the following occurred: (1) the Amalgamation of Merger Sub 1 and Horizon, whereby Horizon became a wholly-owned subsidiary of Holdco, in accordance with the Business Combination Agreement and the Singapore Companies Act; (2) the Merger of Merger Sub 2 with and into DMY, with DMY surviving the Merger as a wholly-owned subsidiary of Holdco, in accordance with the Business Combination Agreement and the Massachusetts Business Corporations Act; and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto.

Transfer Restrictions

In connection with the Closing, pursuant to the Business Combination Agreement, the Lock-Up Securityholders entered into the Lock-Up Agreement with Holdco, pursuant to which the Lock-Up Shares are subject to lock-up during the Shares Lock-Up Period and the Holdco Warrants and underlying Holdco Ordinary Shares are subject to lock-up during the Warrants Lock-Up Period.

SAFE Financing

Horizon obtained S$3.8 million (or $3.0 million) of SAFE financing prior to the execution of the Business Combination Agreement. Following the execution of the Business Combination Agreement through the Closing, Horizon obtained an additional S$6.9 million (or $5.4 million) of SAFE financing.

PIPE Investment

On December 4, 2025, DMY, Holdco, and Horizon entered into the PIPE Subscription Agreements with the PIPE Investors. Pursuant to the PIPE Subscription Agreements, Holdco issued and sold the PIPE Investors an aggregate of approximately S$138.3 million (or $108.7 million) of Holdco’s PIPE Shares, at a per share price equal to the Redemption Price.

Ownership of Holdco after the Closing

The following table illustrates varying ownership levels of Holdco immediately following the Business Combination.

The following table excludes the dilutive effect of Holdco Warrants, Holdco Options, and Holdco Class A Ordinary Shares that will initially be available for issuance under the 2026 Plan and ESPP.

Pro Forma Ownership	Holdco <br> Class A <br> Ordinary <br> Shares
Public Shareholders		932,604	—	1.8	%	1.0	%
Harry You and Sponsor^(2)^		1,212,698	—	2.4	%	1.3	%
Other Holders of Founder Shares		416,266	—	0.8	%	0.5	%
Horizon shareholders (excluding Horizon Founder and Harry You)		20,055,961	—	38.9	%	22.0	%
Horizon Founder		—	19,744,585	38.3	%	65.0	%
Financial Advisor^(3)^		20,000	—	0.0	%	0.0	%
PIPE Investors		9,196,021	—	17.8	%	10.2	%
Total		31,833,550	19,744,585	100.0	%	100.0	%
*	Less than 1%
---	---
(1)	Each Holdco Class A Ordinary Share will entitle the holder thereof<br>to one (1) vote per share on all matters on which the Holdco Class A Ordinary Shares are entitled to vote, and each Holdco Class B Ordinary<br>Share will entitle the holder thereof to three (3) votes per share on all matters on which the Holdco Class B Ordinary Shares are entitled<br>to vote.
---	---
(2)	Amount includes 1,163,484 Founder Shares held by Sponsor and<br>49,214 Holdco Ordinary Shares issuable in respect of Mr. You’s $500,000 SAFE investment in Horizon.
---	---
(3)	On March 11, 2026, DMY engaged a third party as its financial<br>advisor and marketing agent (“Financial Advisor”) in connection with the Business Combination. In compensation for the service,<br>DMY paid the Financial Advisor a cash fee of $200,000 and an equity fee of 20,000 shares.
---	---

Accounting Treatment

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although DMY acquired all of the outstanding equity interests of Horizon in the Business Combination, DMY was treated as the “acquired” company and Horizon was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Horizon issuing stock for the net assets of DMY, accompanied by a recapitalization. The net assets of DMY were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of Horizon.

Horizon was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

●	The shareholders of Horizon have the greatest voting interest<br>in Holdco;
●	The shareholders of Horizon have the ability to control decisions<br>regarding election and removal of directors and officers of Holdco;
---	---
●	Horizon comprises the ongoing operations of Holdco; and
---	---
●	Horizon’s existing senior management is the senior management<br>of Holdco.
---	---

The following unaudited pro forma condensed combined balance sheet as of June 30, 2025, and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024, are based on the unaudited and audited historical financial statements of DMY and Horizon. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information and include immaterial rounding differences.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCESHEET JUNE 30, 2025

	Horizon<br> (Historical)		DMY<br> (Historical as<br> converted to<br> SGD)		Transaction<br> Accounting<br> Adjustments				Pro Forma<br> Combined
ASSETS
Current assets
Cash and cash equivalents	S$	919,104	S$	443	S$	14,020,424		C	S$	138,000,887
						(18,541,998	)	D
						138,251,674		K
						1,558,417		L
						(8,870,787	)	M
						10,663,610		N
Prepaid expenses		1,120,191		269,110		1,273,506		D		2,662,807
Total current assets		2,039,295		269,553		138,354,846				140,663,694
Non-current assets
Cash and Investments held in Trust Account		—		33,935,397		(21,135,566	)	A		—
						1,220,593		B
						(14,020,424	)	C
Property and equipment, net		2,976,497		—		—				2,976,497
Intangible, net		31,648		—		—				31,648
Right of use assets		569,718		—		—				569,718
Security Deposits		190,792		—		—				190,792
Total non-current assets		3,768,655		33,935,397		(33,935,397	)			3,768,655
Total assets	S$	5,807,950	S$	34,204,950	S$	104,419,449			S$	144,432,349
LIABILITIES
Current liabilities
Accounts Payable	S$	—	S$	610,602	S$	(419,218	)	D	S$	191,384
Accrued Expenses		—		2,110,419		(907,126	)	D		1,203,293
Other payables		354,760		—		—				354,760
Operating lease liabilities		366,032		—		—				366,032
Convertible note – related parties		—		1,197,706		317,975		B		—
						(1,515,681	)	M
Advances from related parties		—		1,778,121		1,558,417		L		—
						(3,336,538	)	M
Corporate tax payable		—		536,645		—				536,645
SAFE liability		—		—		10,663,610		N		—
						1,860,781		P
						(12,524,391	)	Q
Total current liabilities		720,792		6,233,493		(4,302,171	)			2,652,114
Non-current liabilities
Overfunding loans		—		1,205,570		(1,205,570	)	M		—
Derivative warrant liabilities		—		14,683,259		—				14,683,259
Deferred underwriting commissions		—		2,812,998		(2,812,998	)	M		—
Operating lease liabilities, non-current		267,379		—		—				267,379
Total non-current liabilities		267,379		18,701,827		(4,018,568	)			14,950,638
Total liabilities		988,171		24,935,320		(8,320,739	)			17,602,752

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCESHEET JUNE 30, 2025 — (Continued)

	Horizon<br> (Historical)			DMY<br> (Historical as<br> converted to<br> SGD)			Transaction<br> Accounting<br> Adjustments				Pro Forma<br> Combined
Class A ordinary shares subject to possible redemption		—			33,808,207			(21,135,566	)	A		—
								1,347,784		B
								(14,020,425	)	G
EQUITY
Seed Preferred Shares		1,150,000			—			(1,150,000	)	E		—
Seed Plus Preferred Shares		3,349,184			—			(3,349,184	)	E		—
Series A Preferred Shares		24,362,849			—			(24,362,849	)	E		—
Horizon Ordinary Shares		5,000			—			(5,000	)	E		—
Holdco Class A Ordinary Shares		—			—			14,258,728		E		165,035,116
								323		J
								138,251,674		K
								12,524,391		Q
Holdco Class B Ordinary Shares		—			—			14,608,305		E		14,608,305
DMY Preferred Stock		—			—			—				—
DMY Class A Common Stock		—			—			119		G		—
								201		H
								3		I
								(323	)	J
DMY Class B Common Stock		—			201			(201	)	H		—
Additional paid-in capital		7,551,859			—			(5,276,267	)	D		7,551,859
								(35,991,966	)	F
								14,020,306		G
								342,138		I
								26,905,789		O
Accumulated deficit		(31,744,326	)		(24,538,778	)		(445,166	)	B		(60,510,896	)
								(10,665,881	)	D
								35,991,966		F
								(342,141	)	I
								(26,905,789	)	O
								(1,860,781	)	P
Accumulated other comprehensive income		145,213			—			—				145,213
Total equity		4,819,779			(24,538,577	)		146,548,395				126,829,597
Total equity and liabilities	S$	5,807,950		S$	34,204,950		S$	104,419,449			S$	144,432,349

Adjustments to Unaudited Pro Forma CondensedCombined Balance Sheet

(1)	Derived from the unaudited consolidated balance sheet of Horizon<br>as of June 30, 2025.
(2)	Derived from the unaudited balance sheet of DMY as of June 30,<br>2025.
---	---
(A)	Reflects (i) the redemption of 12,599 DMY Class A ordinary shares<br>at approximately S$14.92 per share for an aggregate redemption payment of S$0.2 million in December 2025 and (ii) the redemption of 1,393,383<br>DMY Class A ordinary shares at approximately S$15.03 per share for an aggregate redemption payment of S$20.9 million in March 2026.
---	---
(B)	Reflects the recognition of interest income in the Trust Account<br>through Closing, of S$0.9 million, the extension deposits paid into the Trust Account through Closing, of S$0.3 million and the adjustment<br>to common shares subject to redemption of S$1.3 million.
---	---
(C)	Reflects the liquidation and reclassification of S$14.0 million<br>of funds in the Trust Account to cash that becomes available upon the closing of the Business Combination.
---	---
(D)	Represents transaction costs incurred by DMY of approximately<br>S$15.2 million (excluding deferred underwriting fee of approximately S$2.8 million), and Horizon of approximately S$4.2 million.
---	---
For the DMY transaction costs, S$2.2 million of these fees have been accrued and no fees have been<br> paid as of the pro forma balance sheet date. S$2.3 million of these fees was PIPE fees and reflected as an adjustment to additional<br> paid-in capital. The remaining amount of S$10.7 million is recorded as an adjustment to accumulated losses. The DMY estimated<br> transaction costs exclude the deferred underwriting fee included in (M) below.
---
For the Horizon transaction costs, S$0.0 million of these fees have been accrued as of the pro forma<br> balance sheet date. S$1.3 million of these fees related to the D&O insurance premium have been recorded to prepaid expenses.<br> S$0.9 million of these fees are expected to be paid post-Closing. The amount of S$2.9 million is included as an adjustment to<br> additional paid-in capital.
---
(E)	Represents the exchange of Horizon’s Preferred and Ordinary<br>shares and the issuance of 19,272,096 Holdco Class A Ordinary Shares (excluding the 833,079 Holdco Class A Ordinary Shares as described<br>in Q below) and 19,744,585 Holdco Class B Ordinary Shares upon the Business Combination.
---	---
(F)	Reflects the elimination of DMY’s historical accumulated<br>losses after recording the adjustment of ordinary shares subject to redemption and the interest earned in the Trust Account subsequent<br>to June 30, 2025 as described in (B) above, the transaction costs to be incurred by DMY as described in (D) above, and the compensation<br>for the service provided by the Financial Advisor as described in (I) below.
---	---
(G)	Reflects the reclassification of 932,604 DMY Class A Shares<br>subject to redemption to permanent equity.
---	---
(H)	Reflects the conversion of DMY Class B Shares into DMY Class<br>A Shares at the consummation of the Business Combination.
---	---
(I)	Reflects the issuance of 20,000 DMY Class A Shares in compensation<br>for the service provided by the Financial Advisor.
---	---
(J)	Reflects the conversion of DMY Class A Shares into Holdco Class<br>A Ordinary Shares at the closing of the Business Combination.
---	---
(K)	Reflects the recognition of PIPE proceeds of S$138.3 million.
---	---
(L)	Reflects the receipt of additional advances from related parties<br>subsequent to June 30, 2025.
---	---
(M)	Reflects the repayment of the deferred underwriting fee of S$2.8<br>million, the payment of DMY advances from related parties of S$3.3 million, the payment of DMY convertible notes — related parties<br>of S$1.5 million, and the payment of DMY overfunding loans of S$1.2 million upon the consummation of the Business Combination.
---	---
(N)	Reflects the aggregate proceeds received of S$10.7 million (or<br>$8.4 million) of SAFEs Horizon received S$3.8 million (or $3.0 million), S$1.3 million (or $1.0 million), S$1.8 million (or $1.4 million),<br>S$3.2 million (or $2.5 million), and S$0.6 million (or $0.5 million) from proceeds of SAFEs in July 2025, October 2025, November 2025,<br>December 2025, and January 2026, respectively.
---	---
(O)	Reflects the reclassification among equity to avoid negative<br>additional paid-in capital.
---	---
(P)	Reflects the mark-to-market of the SAFE liability to fair value<br>as of the closing date.
---	---
(Q)	Reflects the conversion of SAFEs into 833,079 Holdco Class A<br>Ordinary Shares.
---	---

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2025

	Horizon<br> (Historical)			DMY<br> (Historical as <br> converted to <br> SGD)			Transaction <br> Accounting <br> Adjustments				Pro Forma <br> Combined
Revenue	S$	50,000		S$	—		S$	—			S$	50,000
Research and development		5,885,378			—			—				5,885,378
Selling and marketing		784,802			—			—				784,802
General and administrative costs		2,835,474			1,682,420			(79,424	)	BB		4,438,470
Corporate tax expenses (benefits)		—			(4,329	)		—				(4,329	)
Depreciation and amortization		462,608			—			—				462,608
Total operating expenses		9,968,262			1,678,091			(79,424	)			11,566,929
Loss from operations		(9,918,262	)		(1,678,091	)		79,424				(11,566,929	)
Other income (expense):
Interest income on operating account		—			127			—				127
Interest income on investments held in Trust Account		—			705,304			(705,304	)	AA		—
Change in fair value of derivative warrant liabilities		—			(13,361,488	)		—				(13,361,488	)
Interest expense		(6,395	)		—			—				(6,395	)
Other income		66,172			—			—				66,172
Foreign exchange (loss) gain		(405,699	)		—			—				(405,699	)
Other income (expense):		(345,922	)		(12,656,057	)		(705,304	)			(13,707,283	)
Net loss before provision for income taxes		(10,264,184	)		(14,334,148	)		(625,880	)			(25,224,212	)
Provision for income taxes		—			135,859			(135,859	)	CC		—
Net loss	S$	(10,264,184	)	S$	(14,470,007	)	S$	(490,021	)		S$	(25,224,212	)
Basic and diluted net income per share				S$	(3.69	)
Pro forma weighted average number of shares outstanding – basic and diluted												51,578,135
Pro forma loss per share – basic and diluted											S$	(0.49	)

Adjustments to Unaudited Pro Forma CondensedCombined Statements of Operations

(1)	Derived from the unaudited consolidated statement of operations<br>of Horizon for the six months ended June 30, 2025.
(2)	Derived from the unaudited statement of operations of DMY for<br>the six months ended June 30, 2025.
---	---
(AA)	Represents an adjustment to eliminate interest earned on marketable<br>securities held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2024.
---	---
(BB)	Represents an adjustment to eliminate administrative service<br>fees that will cease at the Business Combination.
---	---
(CC)	Reflects the elimination of the tax expense resulting from the<br>interest income earned in the Trust account after giving effect to the Business Combination as if it had occurred on January 1,<br>2024.
---	---

UNAUDITED PRO FORMA CONDENSED COMBINEDSTATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2024

	Horizon<br> (Historical)			DMY<br> (Historical as<br> converted to<br> SGD)			Transaction<br> Accounting<br> Adjustments				Pro Forma<br> Combined
Revenue	S$	360,000		S$	—		S$	—			S$	360,000
Research and development		3,458,218			—			—				3,458,218
Selling and marketing		986,566			—			—				986,566
General and administrative costs		2,911,370			1,454,434			10,665,881		CC		15,213,469
								(160,357	)	BB
								342,141		EE
Corporate tax expenses		—			63,025			—				63,025
Depreciation and amortization		855,249			—			—				855,249
Total operating expenses		8,211,403			1,517,459			10,847,665				20,576,527
Loss from operations		(7,851,403	)		(1,517,459	)		(10,847,665	)			(20,216,527	)
Other income (expense):
Interest income on operating account		—			589			—				589
Interest income on investments held in Trust Account		—			1,729,365			(1,729,365	)	AA		—
Change in fair value of derivative warrant liabilities		—			(726,910	)		—				(726,910	)
Change in fair value of derivative SAFE liabilities		—			—			(1,860,781	)	FF		(1,860,781	)
Interest expense		(49,457	)		—			—				(49,457	)
Other income		124,085			—			—				124,085
Foreign exchange (loss) gain		293,601			—			—				293,601
Other income (expense):		368,229			1,003,044			(3,590,146	)			(2,218,873	)
Net loss before provision for income taxes		(7,483,174	)		(514,415	)		(14,437,811	)			(22,435,400	)
Provision for income taxes		—			580,567			(580,567	)	DD		—
Net loss	S$	(7,483,174	)	S$	(1,094,982	)	S$	(13,857,244	)		S$	(22,435,400	)
Basic and diluted net income per share				S$	(0.28	)
Pro forma weighted average number of shares outstanding – basic and diluted												51,578,135
Pro forma loss per share – basic and diluted											S$	(0.43	)

Adjustments to Unaudited Pro Forma CondensedCombined Statements of Operations

(1)	Derived from the audited consolidated statement of operations<br>of Horizon for the year ended December 31, 2024.
(2)	Derived from the audited statement of operations of DMY for<br>the year ended December 31, 2024.
---	---
(AA)	Represents an adjustment to eliminate interest earned on marketable<br>securities held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2024.
---	---
(BB)	Represents an adjustment to eliminate administrative service<br>fees that will cease at the Business Combination.
---	---
(CC)	Represents the effect of the pro forma balance sheet adjustment<br>presented in (D) above for the direct, incremental costs of the Business Combination expected to be incurred by DMY. As these costs<br>are directly related to the Business Combination, they are not expected to recur in the income of Holdco beyond 12 months after<br>the Business Combination.
---	---
(DD)	Reflects the elimination of the tax expense resulting from the<br>interest income earned in the Trust account after giving effect to the Business Combination as if it had occurred on January 1,<br>2024.
---	---
(EE)	Reflects the issuance of 20,000 DMY Class A Shares in compensation<br>for the service provided by the Financial Advisor.
---	---
(FF)	Reflects the mark-to-market adjustment on the SAFE liabilities.
---	---

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINEDFINANCIAL INFORMATION

Basis of Presentation

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP as Horizon was determined to be the accounting acquirer, primarily due to the fact that Horizon’s shareholders continue to control Holdco. Under this method of accounting, although DMY acquired all of the outstanding equity interests of Horizon in the Business Combination, DMY was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Horizon issuing stock for the net assets of DMY, accompanied by a recapitalization. The net assets of DMY were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of Horizon.

The unaudited pro forma condensed combined balance sheet as of June 30, 2025, assumes that the Business Combination and related transactions occurred on June 30, 2025. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024, presents pro forma effect to the Business Combination as if it had been completed on January 1, 2024.

The unaudited pro forma condensed combined balance sheet as of June 30, 2025, has been prepared using, and should be read in conjunction with, the following:

●	DMY’s unaudited balance sheet as of June 30, 2025 and<br>the related notes for the six months ended June 30, 2025, as filed on Form 10-Q on August 27, 2025; and
●	Horizon’s unaudited consolidated balance sheet as of June<br>30, 2025 and the related notes for the six months ended June 30, 2025, which are incorporated by reference.
---	---

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025, and for the year ended December 31, 2024, have been prepared using, and should be read in conjunction with, the following:

●	DMY’s unaudited statement of operations for the six months<br>ended June 30, 2025, and DMY’s audited statement of operations for the year ended December 31, 2024, and the related notes, which<br>are incorporated by reference; and
●	Horizon’s unaudited statement of operations for the six<br>months ended June 30, 2025, and Horizon’s audited consolidated statement of operations for the year ended December 31, 2024, and<br>the related notes, which are incorporated by reference.
---	---

The historical financial statements of DMY have been translated into and are presented in SGD using the following exchange rates:

●	at the period exchange rate as of June 30, 2025, of US$1.00<br>to SGD$1.2719 for the balance sheet;
●	at the average exchange rate for the six months ended June 30,<br>2025, of US$1.00 to SGD$1.3237 for the statement of operations ending on that date;
---	---
●	the average exchange rate for the year ended December 31,<br>2024, of US$1.00 to SGD$1.3363 for the statement of operations for the period ending on that date.
---	---

As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that DMY believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. DMY believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of Holdco would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Holdco. They should be read in conjunction with the historical financial statements and notes thereto of DMY and Horizon.

Accounting Policies

Upon consummation of the Business Combination, management of Holdco performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management of Holdco did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

Adjustments to Unaudited Pro Forma CondensedCombined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the Transaction Accounting Adjustments and present the Management’s Adjustments. DMY has elected not to present Management’s Adjustments and is only presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to include all necessary Transaction Accounting Adjustments pursuant to Article 11 of Regulation S-X, including those that are not expected to have a continuing impact.

The unaudited and audited historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to Transaction Accounting Adjustments that reflect the accounting for the transaction under GAAP. Horizon and DMY have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma combined statements of operations do not reflect a provision for income taxes or any amounts that would have resulted had Holdco filed consolidated income tax returns during the periods presented. The pro forma condensed combined balance sheet does not reflect the deferred taxes of Holdco as a result of the Business Combination. Since it is likely that Holdco will record a valuation allowance against the total U.S. and state deferred tax assets given the net operating losses as the recoverability of the tax assets is uncertain, the tax provision is zero.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of Holdco Ordinary Shares outstanding, assuming the Business Combination occurred on January 1, 2024.

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Six Months Ended June 30, 2025
Net loss	S$	(25,224,212)
Weighted average shares outstanding – basic and diluted^(1)^		51,578,135
Basic and diluted net loss per share	S$	(0.49)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Year Ended December 31, 2024
---	---	---
Net loss	S$	(22,435,400)
Weighted average shares outstanding – basic and diluted^(1)^		51,578,135
Basic and diluted net loss per share	S$	(0.43)
(1)	For the purposes of calculating diluted earnings per share,<br>all the 3,159,500 shares underlying the DMY Public Warrants, the 2,884,660 shares underlying the DMY Private Warrants, and the 2,618,161,<br>shares underlying the Horizon Options (reflecting an increase of 766,451 from the date of the Business Combination Agreement for issuances<br>of Horizon Options to new employees) should have been assumed to have been exercised. However, since this results in anti-dilution, the<br>effect of such exercise was not included in calculation of diluted loss per share.
---	---

Exhibit 15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

We hereby consent to the incorporation by reference in this Form 20-F of our report dated March 17, 2026, relating to the financial statements of dMY Squared Technology Group, Inc. (the “Company”), (which contains an emphasis of a matter relating to corporate and income tax withdrawals from the Trust Account as described in Note 1 to the financial statements, an emphasis of a matter relating to restatement of unaudited interim condensed financial statements as discussed in Note 2 to the financial statements, and an explanatory paragraph relating to substantial doubt about the ability of DMY to continue as a going concern as described in Note 1 to the financial statements), appearing in the Company’s Annual Report on Form 10-K for the years ended December 31, 2025 and 2024. We also consent to the reference to our Firm under the caption “Statement by Experts” in the Form 20-F.

/s/ WithumSmith+Brown, PC
New York, New York
March 25, 2026

Exhibit 15.3

Consent of Independent Registered PublicAccounting Firm

Horizon Quantum Holdings Pte Ltd

29 Media Cir. #05-22

Singapore, 138565

We hereby consent to the incorporation by reference in this Form F-4 to be filed on or about March 25, 2026 of our report dated October 21, 2025, relating to the individual financial statements of Rose Holdco Pte Limited, incorporated by reference in the Registration Statement for the period ended 31 August 2025.

We also consent to the reference to us under the heading “Experts” in the Registration Statement.

/s/ PKF Littlejohn LLP

PKF Littlejohn LLP

March 25, 2026

PKF Littlejohn LLP, Chartered Accountants. A list of members’ names is available at the address below. PKF Littlejohn LLP is a limited liability partnership registered in England and Wales No. OC342572. Registered office at 15 Westferry Circus, London E14 4HD. PKF Littlejohn LLP is a member of PKF Global, the network of member firms of PKF International Limited, each of which is a separate and independent legal entity and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm(s).

PKF Littlejohn LLP 15 Westferry Circus Canary Wharf, London E14 4HD T: +44 (0)20 7516 2200 pkf-l.com

Exhibit 15.4

Consent of Independent Registered PublicAccounting Firm

Horizon Quantum Holdings Pte Ltd

29 Media Cir. #05-22

Singapore, 138565

We hereby consent to the incorporation by reference in this Form F-4 to be filed on or about March 25, 2026 of our report dated October 21, 2025, relating to the consolidated financial statements of Horizon Quantum Computing Pte. Ltd, incorporated by reference in the Registration Statement for the years ended December 31, 2024 and December 31, 2023.

We also consent to the reference to us under the heading “Experts” in the Registration Statement.

/s/ PKF Littlejohn LLP

PKF Littlejohn LLP

March 25, 2026

PKF Littlejohn LLP 15 Westferry Circus Canary Wharf, London E14 4HD T: +44 (0)20 7516 2200 pkf-l.com