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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): June 22, 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 principMenlo Parkal
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 |
| 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 |
|
QLEP WS |
|
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 8.01. Other Events.
As
previously reported, on May 4, 2026, Quantum Leap Acquisition Corp (the "Company") consummated its initial public offering ("IPO")
of 20,000,000 units (the "Units"), with each Unit consisting 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, a "Warrant"). In connection with the
IPO, the Company 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.
As
previously reported, the underwriters partially exercised their over-allotment option to purchase an additional 917,392 Units, the closing
of which occurred on May 12, 2026.
On
June 18, 2026, the underwriters provided notice of their exercise of the remaining portion of the over-allotment option to purchase an
additional 2,082,608 Units at the public offering price of $10.00 per Unit, the closing of which occurred on June 22, 2026. As
a result, the underwriters have exercised their over-allotment option in full.
On
June 23, 2026, the Class A Ordinary Shares and Warrants comprising the Units began trading separately on the New York Stock Exchange (the
"NYSE") under the symbols "QLEP" and "QLEP WS," respectively, and the Units ceased trading under the symbol
"QLEPU."
On
June 24, 2026, the Company issued a press release announcing the closing of the full exercise of the over-allotment option and the commencement
of separate trading of the Class A Ordinary Shares and Warrants. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated June 23, 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: June 29, 2026 |
|
|
2
Exhibit
99.1
Quantum Leap
Acquisition Corp Closing of the Full Exercise of the Over-Allotment Option
MENLO PARK, Calif., June
23, 2026 (GLOBE NEWSWIRE) -- Quantum Leap Acquisition Corp (“Quantum Leap” or the “Company”) today announced that
the underwriters of its previously announced initial public offering fully exercised their over-allotment option to purchase an additional
3,000,000 units at the public offering price of $10.00 per unit, bringing the total units sold to 23,000,000, resulting in aggregate gross
proceeds to the Company of $230,000,000. The closing of the full exercise of the over-allotment option occurred Monday, June 22, 2026.
The units began trading
on The New York Stock Exchange ("NYSE") under the ticker symbol "QLEPU" 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. The securities comprising the units began separate trading, on Tuesday, June 23, 2026.
The Class A ordinary shares and warrants are listed and traded on the NYSE under the symbols "QLEP" and "QLEP WS,"
respectively, and the units will cease trading under the symbol "QLEPU."
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 U.S. Securities and Exchange Commission
("SEC") and declared effective on April 30, 2026.
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 will 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