| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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![]() | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
![]() | Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Horizon Quantum Holdings Ltd. [ HQ ] Foreign Trading Symbol | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year) 03/19/2026 | |||||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Shares | 08/20/2026(1) | A | 3,600(1) | A | $0(2) | 3,600 | I | By Spouse | ||
| Class A Ordinary Shares | 09/12/2026(3) | M | 5,728(4) | A | $0(4) | 5,728 | D | |||
| Class A Ordinary Shares | 09/12/2026(5) | D | 2,991(5) | D | $15.22(5) | 2,737 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $2.88(6) | 03/19/2026(7) | A | 55,000(7) | (7) | 02/01/2035 | Class A Ordinary Shares | 133,924(6) | (8) | 55,000 | I | By Spouse | |||
| Restricted Stock Unit | $0(2) | 06/12/2026 | A | 91,659(4) | (4) | (4) | Class A Ordinary Shares | 91,659(4) | $0 | 91,659 | D | ||||
| Restricted Stock Unit | $0(2) | 09/12/2026 | M | 5,728(3) | (3)(4) | (4) | Class A Ordinary Shares | 5,728 | $0 | 85,931 | D | ||||
| Explanation of Responses: |
| 1. On August 20, 2026 (the "August Grant Date"), Dr. Tan's spouse was granted a total of unvested 3,600 RSUs. The RSUs granted to Dr. Tan's spouse are subject to his continued employment with the Company and vest in accordance with the following schedule: One quarter (1/4) of the total number of RSUs vest on the first anniversary of the August Grant Date with the remaining three quarters (3/4) vesting in twelve approximately equal quarterly installments on 20th day of each fiscal quarter. |
| 2. Each restricted stock unit ("RSU") represents a contingent right to receive one Class A ordinary share, with no par value ("Class A Ordinary Share"), of Horizon Quantum Holdings Ltd. (the "Company") upon vesting, for no consideration. |
| 3. On September 12, 2026, 5,728 of Dr. Tan's RSU's vested. |
| 4. On June 12, 2026 (the "June Grant Date"), Dr. Tan was granted a total of 91,659 unvested RSUs. The RSUs granted to Dr. Tan vest in sixteen approximately equal installments on successive quarterly anniversaries of the June Grant Date and are subject to Dr. Tan's continued employment with the Company through each applicable vesting date. |
| 5. The reported disposition to the Company reflects the settlement in cash of a portion of the RSUs which vested on September 12, 2026, at a price per ordinary share of $15.22, the last reported sales price of the Company's Class A Ordinary Shares on September 11, 2026. |
| 6. Each stock option has an exercise price of $2.88 and is exercisable for approximately 2.43499 Class A Ordinary Shares of the Company. In aggregate, Dr. Tan's spouse's stock options, once fully vested, are exercisable for 133,924 Class A Ordinary Shares of the Company. |
| 7. Of the 55,000 stock options, 37,811 stock options are currently fully vested and exercisable. The remaining stock options vest in five approximately equal quarterly installments beginning on November 20, 2026, subject to Dr. Tan's spouse's continued employment with the Company. |
| 8. As a result of the closing of the Company's business combination on March 19, 2026, Dr. Tan's spouse's 55,000 Legacy Horizon stock options were exchanged for 55,000 stock options of the Company of an equivalent economic value, with an exercise price per Class A Ordinary Share of $2.88. |
| /s/ Si-Hui Tan | 09/15/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||