QUMS 10-K & 10-Q changes, risk factors and insider trading
Quantumsphere Acquisition Corp (also QUMSR, QUMSU) · Nasdaq · Blank Checks · CIK 2070900 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company, we are not required to make disclosures under this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Recent Developments”
Removed heading “Merger Agreement”
Removed heading “Closing Conditions and Termination”
Removed heading “Sponsor Support Agreement”
Removed heading “Lock-Up Agreements”
Removed heading “Registration Rights Agreement”
Largest changes
“The closing of the Business Combination is subject to approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing conditions and the availability of minimum cash proceeds following any redemptions of the Company’s public shares. The Merger Agreement may be terminated by either party under customary circumstances, including failure to consummate the transaction by July 31, 2026 or a material breach of representations, warranties, or covenants. …”see in full comparison
On October 3, 2025, Quantumsphere Acquisition Corporation, a Cayman Islands exempted company (“Quantumsphere” or thesee in full comparisonCompany“Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),by and amongwith Omnivate Global Ltd., a Cayman Islands exempted company (the “HoldCo”), SACH Pte. Ltd.,aan exempt private company limited by shares incorporated and existing under the laws of Singaporeexempted(thecompany (“SACH”), QUMS Pubco Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of Quantumsphere (the “PubcoPubCo”), and SACH Merge Sub Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of the PubCo (the “Merger Sub”). SACH Pte. Ltd. is engaged in the business of developing and commercialising products and services across the gaming, technology, e-commerce, retail, and live events industries. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
“We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.”see in full comparison
Full comparison: every changed paragraph (38)
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.
Recent Developments
On August 7, 2025, the Company consummated its initial public offering (“IPO”) of 8,280,000 units (the “Public Units”), including the full exercise of the underwriter’s over-allotment option for 1,080,000 additional Units, at a price of $10.00 per Unit, generating gross proceeds of $82,800,000. Simultaneously with the IPO, the Company completed a private placement with its sponsor, Whiteowl Holdings LLC, of 228,650 private units at $10.00 per unit, generating additional gross proceeds of $2,286,500. A total of $82,800,000 of the net proceeds from the IPO and private placement was deposited into a trust account for the benefit of the Company’s public shareholders.
On August 8, 2025, the Company entered into a finder’s agreement with Aspira Capital Consulting LTD (“Aspira”) pursuant to which the Company agreed to pay Aspira (i) a one-time, non-refundable retainer fee of $300,000, (ii) a success fee of $3,500,000 payable upon the closing of a qualifying transaction, and (iii) reimbursement for reasonable out-of-pocket expenses up to $150,000 without prior written approval. The Company acknowledges and agrees that the Finder is not a registered broker-dealer under U.S. securities laws, and is not acting as a broker-dealer in connection with the transaction. As of December 31, 2025, the retainer fee of $300,000 had been paid in full, and there was no outstanding balance.
The Company continues to work toward consummation of the Business Combination, subject to the satisfaction of customary closing conditions.
Merger Agreement
On October 3, 2025, Quantumsphere Acquisition
Corporation, a Cayman Islands exempted company (“Quantumsphere” or the Company“Parent”), entered into an Agreement and
Plan of Merger (the “Merger Agreement”), by and amongwith Omnivate Global Ltd., a Cayman Islands exempted company (the “HoldCo”),
SACH Pte. Ltd., aan exempt private company limited by shares incorporated and existing under the laws of Singapore exempted(the company (“SACH”),
QUMS Pubco Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of Quantumsphere (the “PubcoPubCo”), and SACH Merge
Sub Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of the PubCo (the “Merger Sub”). SACH Pte. Ltd. is
engaged in the business of developing and commercialising products and services across the gaming, technology, e-commerce, retail, and
live events industries. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
Upon the closing of the transactions contemplated by the Merger Agreement, Quantumsphere will merge with and into PubCo, resulting in all Quantumsphere shareholders becoming shareholders of the PubCo. Concurrently therewith, Merger Sub will merge with and into HoldCo, with HoldCo surviving the merger and resulting in PubCo acquiring 100% of the issued and outstanding equity securities of the HoldCo (the “Acquisition Merger”). Upon the closing of the transactions contemplated by the Merger Agreement, each ordinary share of Quantumsphere issued and outstanding immediately prior to the SPAC Merger Effective Time, other than excluded shares and dissenting shares, will automatically convert into one ordinary share of the PubCo. Each outstanding Quantumsphere unit will automatically separate into one ordinary share and one right, and each outstanding Quantumsphere right will automatically convert into one PubCo right. At the closing, all PubCo rights will be cancelled, and the holders thereof will receive one PubCo ordinary share for each PubCo right, with no fractional shares issued.
The aggregate consideration to be paid to the SACH shareholders in the Acquisition Merger is $300,000,000, payable in newly issued PubCo Ordinary Shares equal to $300,000,000 divided by $10.00 per share.
The board of directors of Quantumsphere has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of Quantumsphere.
In connection with the proposed business combination described in the Merger Agreement, Pubco and Merger Sub were formed to facilitate the transaction. Each of Pubco and Merger Sub has been duly incorporated as a Cayman Islands exempted company in accordance with the terms of the Merger Agreement.
On the terms and subject to the conditions of
the Merger Agreement, the Company will merge with and into Pubco, with Pubco surviving as the publicly listed company (the “SPAC
Merger”). The remaining transactions contemplated by the Merger Agreement will be effected in accordance with the merger structure
described therein.
The SPAC Merger, the Acquisition Merger and the
other transactions contemplated by the Merger Agreement are collectively referred to as the “Business Combination.” Upon consummation
of the Business Combination, the ownership and capitalization of Pubco will be as set forth in the Merger Agreement. Pubco’s ordinary
shares are expected to remain listed on the Nasdaq Stock Market LLC.
Under the Merger Agreement, all of the issued and outstanding shares of SACH will be exchanged for newly issued ordinary shares of Pubco, and no cash consideration will be paid to SACH shareholders. The transaction values SACH at an equity value of approximately $300 million. Upon completion of the Business Combination, the existing shareholders of SACH will receive newly issued ordinary shares of Pubco based on the agreed valuation in the Merger Agreement, and the existing shareholders of the Company (including the Sponsor) are expected to receive equity interests in Pubco pursuant to the terms of the Merger Agreement. The final ownership percentages will depend on the level of redemptions by the Company’s public shareholders and other transaction adjustments.
Closing Conditions and Termination
The closing of the Business Combination is subject to approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing conditions and the availability of minimum cash proceeds following any redemptions of the Company’s public shares. The Merger Agreement may be terminated by either party under customary circumstances, including failure to consummate the transaction by July 31, 2026 or a material breach of representations, warranties, or covenants. The Merger Agreement does not provide for any termination fees payable by either party solely as a result of such termination.
Sponsor Support Agreement
Whiteowl Holdings LLC, the sponsor of the Company (the “Sponsor”), entered into a Sponsor Support Agreement pursuant to which it agreed to vote its shares of the Company in favor of the Merger Agreement and take certain other actions in support of the transaction.
Lock-Up Agreements
Pubco, the Sponsor, certain HoldCo shareholders,
and other key holders have entered into Lock-Up Agreements that will become effective upon the consummation of the Business Combination,
restricting the transfer of certain Pubco ordinary shares for specified periods following the closing of the Business Combination.
Registration Rights Agreement
Pubco, the Sponsor, and certain investors have
entered into a Registration Rights Agreement that will become effective upon the consummation of the Business Combination, providing such
investors with customary demand and piggyback registration rights with respect to Pubco ordinary shares received in the Business Combination.
We have neither engaged in any operations nor generated any revenuesrevenue to date. Our only activities from July 23, 2024 (inceptionInception) through DecemberJune 31,30, 20252026, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenuesrevenue until after the completion of our initial business combination.
We expect to generate non-operating income in the form of interest income on marketable securities held after the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accountingreporting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.
For the three months ended DecemberJune 31,30, 2025,2026, we had a net income of $521,600,$574,013, which consisted of interest income of $806,338,$444 partiallyand interest income on investments held in Trust Account of $751,010, offset by generalformation and administrativeoperating expensescost of $284,738.$177,441.
For the three months ended DecemberJune 31,30, 2024,2025, we had a net loss of $3,840, all of$15,459, which consisted of generalformation and administrativeoperating expenses.costs of $15,750, offset by interest income of $291.
For the nine months ended December 31, 2025, we had a net income of $415,822, which consisted of interest income of $1,313,287, partially offset by general and administrative expenses of $897,465.
For the period from July 23, 2024 (Inception) to December 31, 2024, we had a net loss of $15,929, all of which consisted of general and administrative expenses.
As of DecemberJune 31,30, 2025,2026, we had cash of $281,173$4,901 and a working capital deficit of $215,060.$143,042.
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of DecemberJune 31,30, 2025.2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
The Company entered into an Administrative Services Agreement with the Sponsor on August 5, 2025, commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation of a business combination or the Company’s liquidation, to pay the Sponsor a total of $15,000 per month for office space and administrative and support services. The Company incurred $45,000 and $0 for the three months ended June 30, 2026 and June 30, 2025, respectively.
For the three months ended June 30, 2026, the Company incurred $45,000 of administrative service fees, of which $45,000 remained accrued as of June 30, 2026. For the fiscal year ended March 31, 2026, the Company incurred $120,000 of administrative service fees, of which $75,000 was paid and $45,000 remained accrued as of March 31, 2026.
On March 3, 2026, the Company entered into Amendment No. 1 to the Underwriting Agreement (the “Amendment”) with Polaris Advisory Partners, LLC (f/k/a SPAC Advisory Partners), a division of Kingswood Capital Partners LLC, as representative of the several underwriters (the “Representative”), and Kingswood Capital Partners LLC.
The Amendment amends that certain Underwriting Agreement, dated August 5, 2025, by and between the Company, the Representative, and Kingswood Capital Partners LLC, to revise the calculation and payment terms of the deferred underwriting commission.
Pursuant to the Amendment, the Deferred Underwriting Commission will be payable from the trust account upon consummation of the Company’s initial business combination and equals 4.00% of the gross proceeds from the sale of the firm units and option units, subject to a cap equal to 4.00% of the funds remaining in the trust account after giving effect to all properly submitted redemptions in connection with the initial business combination. The Amendment also clarifies that the underwriters may waive the Deferred Underwriting Commission prior to the consummation of the Company’s initial business combination.
On August 8, 2025, the Company entered into a Finder’s Agreement with Aspira Capital Consulting LTD. Pursuant to the Finder’s Agreement, the Company agreed to pay the Finder a one-time, non-refundable retainer fee in the amount of $300,000, payable upon the execution of Finder’s Agreement. The Company also agreed to pay the Finder a success fee in the amount of $3,500,000, payable upon the closing (or closings) of a transaction (as defined in the Finder’s Agreement). In addition, the Company agreed to reimburse the Finder on a monthly basis for all reasonable, actual, and verifiable out-of-pocket expenses incurred in connection with the Finder’s engagement under the agreement, provided that such expenses shall not exceed $150,000 without the Company’s prior written approval. The Company acknowledges and agrees that the Finder is not a registered broker-dealer under U.S. securities laws and is not acting as a broker-dealer in connection with the transaction. The Company acknowledges and agrees that the Finder is not a registered broker-dealer under U.S. securities laws, and is not acting as a broker-dealer in connection with the transaction. On February 21, 2026, the Company, the Finder and SACH Pte. Ltd. (the “Target”) entered into Amendment No. 1 to the Finder’s Agreement, pursuant to which the parties agreed that the $3,500,000 success fee will be satisfied in full through the issuance by the Target of 1,200,000 ordinary shares to the Finder at the closing of the business combination, with no cash payment owed by the Company. The Target acknowledged the Finder as the procuring cause of the transaction and assumed the obligation to issue such shares. As of DecemberJune 31,30, 2025, the retainer fee of $300,000 had been paid in full, and there was no outstanding balance.
As of DecemberJune 31,30, 2025,2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
QUMS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding QUMS (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 409,860 | $4.2M | 0.0% | No change |
| Two Sigma Investments | 2026-06-30 | 35,291 | $357.1K | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 125,000 | $21.2K | 0.0% | No change |