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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of earliest event reported): April 30, 2026
Quantum Leap Acquisition
Corp
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-43262 |
|
N/A |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
Willow Workplace Menlo Park
80 Willow Road
Menlo Park, California
94025
(Address of principal
executive offices, including zip code)
Registrant’s
telephone number, including area code: (650) 444-4105
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
| Units, each consisting of one Class A ordinary share and one redeemable warrant |
|
QLEPU |
|
New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share |
|
QLEP |
|
New York Stock Exchange |
| Warrants, each exercisable for one Class A ordinary share, and the conversion of any working capital loans into equity, if elected by the Sponsor |
|
QLEPW |
|
New York Stock Exchange |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, 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.
Item 1.01. Entry into a Material
Definitive Agreement.
On
May 4, 2026, Quantum Leap Acquisition Corp (the “Company”) consummated its initial public offering (“IPO”)
of 20,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company
of $200,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary
Shares”), and one redeemable warrant, each warrant exercisable for one Class A ordinary share, and the conversion of any working
capital loans into equity, if elected by the Sponsor (each, a “Warrant”). The Company has granted the underwriters a 45-day
option to purchase up to an additional 3,000,000 Units at the initial public offering price to cover over-allotments, if any.
In
connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s
registration statement on Form S-1/A (File No. 333-293359) for the IPO, initially filed with the U.S. Securities and Exchange Commission
(the “Commission”) on February 27, 2026 (as amended, the “Registration Statement”):
| ● | An Underwriting Agreement,
dated April 30, 2026, by and among the Company and A.G.P./Alliance Global Partners (“A.G.P.”), as representatives of the
several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Warrant Agreement, dated
May 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached
as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust
Agreement, dated May 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which
is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement,
dated May 4, 2026, by and among the Company, Paddington Partners 88 LLC (the “Sponsor”), and A.G.P., as representatives of
the several underwriters, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Private Placement Units Purchase
Agreement, dated May 4, 2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and the
Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| |
● |
Advisory Agreements, dated December 23, 2025, by and among the Company and each of its advisors, which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
A Letter Agreement, dated May 4, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | Indemnity Agreements, dated
May 4, 2026, by and among the Company and each director and officer of the Company, a form of which is attached as Exhibit 10.6 hereto
and incorporated herein by reference. |
| ● | An Administrative Services
Agreement, dated May 4, 2026, by and between the Company and Paddington Partners 88 LLC, which is attached as Exhibit 10.7 hereto and
incorporated herein by reference. |
Item 3.02. Unregistered Sales of
Equity Securities.
Simultaneously
with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Underwriters’ Private Placement
Units Purchase Agreement, the Company completed the private sale of an aggregate of 594,500 units (the “Private Placement Units”)
to the Sponsor at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $5,945,000. The Private Placement Units
(and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No
underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
May 4, 2026, in connection with the IPO, Richard Jhang, Joel Leonoff, and David Novak (collectively with Kervin Pillay, Haydar Haba, and
David James Chapman, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective
May 4, 2026, each of Mr. Jhang, Mr. Leonoff, and Mr. Novak were appointed to the Board’s Audit Committee, with Mr. Jhang serving
as chair of the Audit Committee. Each of Mr. Jhang, Mr. Leonoff, and Mr. Novak was appointed to the Board’s Compensation Committee,
with Mr. Jhang serving as chair of the Compensation Committee.
On
May 4, 2026, the Company entered into indemnity agreements with each of the Directors and Executive Officers, which require the Company
to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding
against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6
to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03.
Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.
In
connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and
Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies. The Amended and Restated
Memorandum and Articles of Association have an effective date of April 29, 2026, being the date on which the special resolution to
adopt the Amended and Restated Memorandum and Articles of Association was passed. The terms of the Amended and Restated Memorandum
and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the
Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by
reference.
Item 8.01. Other Events.
A
total of $202,000,000 of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes up to $500,000 of
the underwriters’ deferred underwriting commissions), was placed in a U.S.-based trust account maintained by Continental Stock Transfer
& Trust Company, acting as trustee, with the remaining $1,215,000 of proceeds from the Private Placement Units going to the Company’s
working capital account (a portion of which will be used to pay offering expenses). Except with respect to interest earned on the funds
in the trust account that may be released to the Company to pay its taxes and up to $100,000 for dissolution expenses, the funds held
in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial
business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination
within 18 months from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve),
subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its
obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 18 months
from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business
combination activity.
On
April 30, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
On
May 4, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
The
following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated April 30, 2026, among the Company and A.G.P./Alliance Global Partners, as representatives of the several underwriters. |
| |
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
| 4.1 |
|
Warrant Agreement, dated May 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company. |
| |
|
| 10.1 |
|
Investment Management Trust Agreement, dated May 4, 2026, by and between the Company and Continental Stock Transfer & Trust Company. |
| |
|
| 10.2 |
|
Registration Rights Agreement, dated May 4, 2026, by and among the Company, the Sponsor, and A.G.P./Alliance Global Partners, as representatives of the several underwriters. |
| |
|
| 10.3 |
|
Private Placement Units Purchase Agreement, dated May 4, 2026, between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Form of Advisory Agreement between the Company and each of its advisors. |
| |
|
|
| 10.5 |
|
Letter Agreement, dated May 4, 2026, by and among the Company, Sponsor and each of the officers and directors of the Company. |
| |
|
| 10.6 |
|
Form of Indemnity Agreement. |
| |
|
|
| 10.7 |
|
Administrative Services Agreement, dated May 4, 2026, between the Company and Paddington Partners 88 LLC. |
| |
|
| 99.1 |
|
Press Release, dated April 30, 2026. |
| |
|
| 99.2 |
|
Press Release, dated May 4, 2026. |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within
the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
QUANTUM LEAP ACQUISITION CORP |
| |
|
|
| |
By: |
/s/ Kervin Pillay |
| |
|
Name: |
Kervin Pillay |
| |
|
Title: |
Chief Executive Officer |
| Dated: May 5, 2026 |
|
|
Exhibit 99.1
Quantum Leap Acquisition Corp Announces Pricing
of $200 Million Initial Public Offering
MENLO PARK, Calif.--(BUSINESS WIRE)--Quantum Leap
Acquisition Corp (“Quantum Leap” or the “Company”) today announced the pricing of its initial public offering
(“IPO”) of 20,000,000 units at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary share
and one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share of the Company at a
price of $11.50 per share, subject to certain adjustments. The units are expected to trade on The New York Stock Exchange (“NYSE”)
under the ticker symbol “QLEPU” beginning May 1, 2026. The Company expects the IPO to close on May 4, 2026, subject to customary
closing conditions. Once the securities comprising the units begin separate trading, the ordinary shares and the rights are expected to
be traded on NYSE under the symbols “QLEP” and “QLEPW,” respectively.
A.G.P./Alliance Global Partners is acting as sole
book-running manager for the offering.
The Company has granted the underwriters a 45-day
option to purchase up to 3,000,000 additional units at the initial public offering price, less underwriting discounts and commissions,
to cover over-allotments, if any.
A registration statement on Form S-1 relating
to the securities, as amended (File No. 333-293359) was previously filed with the Securities and Exchange Commission (“SEC”)
and declared effective on April 30, 2026. This offering is being made only by means of a prospectus forming part of the effective registration
statement. Copies of the prospectus may be obtained on the SEC’s website at http://www.sec.gov. Electronic copies of the prospectus may
be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060,
or by email at prospectus@allianceg.com.
This press release shall not constitute an
offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such state or other jurisdiction. No securities regulatory authority has either approved or disapproved of the contents of
this press release.
About Quantum Leap Acquisition Corp
Quantum Leap is a blank check company that was
formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar
business combination with one or more businesses. While the Company may pursue an acquisition in any business, industry, sector, or geographic
location (with the exception of China, Hong Kong, Taiwan and Macau), it intends to focus on target companies within the artificial intelligence
(“AI”), quantum computing, and blockchain technology sectors.
Quantum Leap is led by Chief Executive Officer
Kervin Pillay, Chairman and Chief Financial Officer Haydar Haba, and Chief Operating Officer David James Chapman. Messrs. Pillay, Haba,
and Chapman have more than six decades of collective experience in the AI, quantum computing, cybersecurity, and blockchain technology
industries. While the Company may pursue a business combination with a target in any sector, the Company plans to focus on leveraging
the unique strengths of its leadership team to identify, acquire, and operate a business or businesses that can benefit from their operating
and capital markets experience, sector expertise, and established global relationships across these industries.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the proposed initial public offering, listing on the NYSE, satisfaction
of closing conditions, the acquisition of a business and the anticipated use of the net proceeds. No assurance can be given that the offering
discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed
with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Contacts
Investor Contact
Quantum Leap Acquisition Corp
IR@Qantumleapacquisition.com
Media Contacts
Scott Deveau / Nate Johnson
August Strategic Communications
QuantumLeap@AugustCo.com
(323) 892-5562
Exhibit
99.2
Quantum Leap Acquisition Corp Announces Closing
of $200 Million Initial Public Offering
MENLO PARK, Calif.--(BUSINESS WIRE)--Quantum Leap
Acquisition Corp (“Quantum Leap” or the “Company”) today announced the successful closing of its previously announced
initial public offering (“IPO”) of 20,000,000 units at an offering price of $10.00 per unit. The units began trading under the
ticker symbol “QLEPU” on The New York Stock Exchange (“NYSE”), on May 1, 2026. Each unit consists of one Class
A ordinary share and one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share of
the Company at a price of $11.50 per share, subject to certain adjustments. Once the securities comprising the units begin separate trading,
the ordinary shares and the warrants are expected to be traded on NYSE under the symbols “QLEP” and “QLEPW,” respectively.
A.G.P./Alliance Global Partners acted as sole
book-running manager for the offering.
A registration statement on Form S-1 relating
to the securities, as amended (File No. 333-293359) was previously filed with the Securities and Exchange Commission (“SEC”)
and declared effective on April 30, 2026. This offering was made only by means of a prospectus forming part of the effective registration
statement. Copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov. Electronic copies of the prospectus
may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060,
or by email at prospectus@allianceg.com.
This press release shall not constitute an
offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such state or other jurisdiction. No securities regulatory authority has either approved or disapproved of the contents of
this press release.
About Quantum Leap Acquisition Corp
Quantum Leap is a blank check company that was
formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar
business combination with one or more businesses. While the Company may pursue an acquisition in any business, industry, sector, or geographic
location (with the exception of China, Hong Kong, Taiwan and Macau), it intends to focus on target companies within the artificial intelligence
(“AI”), quantum computing, and blockchain technology sectors.
Quantum Leap is led by Chief Executive Officer
Kervin Pillay, Chairman and Chief Financial Officer Haydar Haba, and Chief Operating Officer David James Chapman. Messrs. Pillay, Haba,
and Chapman have more than six decades of collective experience in the AI, quantum computing, cybersecurity, and blockchain technology
industries. The Company intends to focus on leveraging the unique strengths of its leadership team to identify, acquire, and operate a
business or businesses that can benefit from their operating and capital markets experience, sector expertise, and established global
relationships across these industries.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the proposed initial public offering, listing on the NYSE, satisfaction
of closing conditions, the acquisition of a business and the anticipated use of the net proceeds. No assurance can be given that the offering
discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed
with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Contacts
Investor Contact
Quantum Leap Acquisition Corp
IR@Qantumleapacquisition.com
Media Contacts
Scott Deveau / Nate Johnson
August Strategic Communications
QuantumLeap@AugustCo.com
(323) 892-5562
