Welcome to our dedicated page for Quantumsphere Acquisition SEC filings (Ticker: QUMS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Quantumsphere Acquisition Corporation (NASDAQ: QUMS) files a range of documents with the U.S. Securities and Exchange Commission that explain its structure as a special purpose acquisition company and detail its proposed business combination with SACH Pte. Ltd. On this page, you can review Quantumsphere’s key filings, including current reports on Form 8-K and amendments on Form 8-K/A that describe its initial public offering, trust account arrangements, private placement, and material agreements.
One important filing is the Form 8-K/A that updates the report of Quantumsphere’s IPO closing. This document outlines the number of units sold, the composition of each unit (ordinary share and right), the proceeds raised, and the amount deposited into the trust account for the benefit of public shareholders. It also describes the concurrent private placement to the sponsor, Whiteowl Holdings LLC, and references the audited balance sheet filed as an exhibit.
Another central filing is the Form 8-K that discloses the Agreement and Plan of Merger among Quantumsphere, Omnivate Global Ltd. (HoldCo), SACH Pte. Ltd., QUMS Pubco Ltd. (Pubco), and SACH Merge Sub Ltd. This report details the structure of the SPAC merger and acquisition merger, the expected treatment of Quantumsphere’s ordinary shares, rights and warrants, the proposed consideration in Pubco ordinary shares, and the closing conditions and termination rights associated with the business combination.
Through this filings page, you can access Quantumsphere’s SEC documents as they are made available via EDGAR, while AI-powered summaries highlight the key terms, security structures, and shareholder implications contained in lengthy reports. This includes explanations of how redemption rights work for public shareholders, how warrants and rights are expected to convert in the merger, and what approvals are required for the transaction to proceed.
Quantumsphere Acquisition Corporation amended its underwriting agreement to change how deferred underwriting commissions are calculated and paid. The commission will now equal 4.00% of the gross proceeds from the sale of the firm and option units, paid from the trust account when the initial business combination closes. This amount is capped at 4.00% of the funds remaining in the trust account after all properly submitted redemptions related to that business combination. The amendment also confirms the underwriters may waive the deferred underwriting commission before the transaction is completed.
Quantumsphere Acquisition Corporation reported net income of
Following its August 2025 IPO of 8,280,000 units at
On October 3, 2025, Quantumsphere signed a Merger Agreement to combine with SACH Pte. Ltd. in an all‑stock Business Combination that values SACH at approximately
Management notes substantial doubt about the company’s ability to continue as a going concern because it must complete a Business Combination by
Highbridge Capital Management filed an amended ownership report for Quantumsphere Acquisition Corp ordinary shares. The firm now reports beneficial ownership of 0 shares, representing 0% of the class as of December 31, 2025, with no sole or shared voting or dispositive power.
The filing notes that any securities referenced were acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
Quantumsphere Acquisition Corporation filed a notice that it will be late in submitting its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025. The company says it could not meet the smaller reporting company deadline of February 17, 2026 without unreasonable effort or expense because of delays in completing the financial statements.
The company states that it anticipates filing this Form 10-Q no later than the seventh calendar day after the prescribed filing date, indicating the delay is expected to be short-term and tied specifically to finalizing its quarterly financial information.
Mizuho Financial Group, Inc. has filed a Schedule 13G reporting a passive ownership stake in Quantumsphere Acquisition Corporation. The firm beneficially owns 718,086 common shares, representing 6.3% of the class as of the event date of 12/31/2025.
Mizuho reports sole power to vote and dispose of all 718,086 shares, with no shared voting or dispositive power. The filing notes that Mizuho Financial Group, Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed indirect beneficial owners of equity securities directly held by their wholly owned subsidiary, Mizuho Securities USA LLC, and certifies that the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Quantumsphere Acquisition Corporation reported that its business combination target, SACH Pte. Ltd., raised new equity financing in connection with their pending merger. On January 13, 2026, SACH Pte. Ltd. entered into a subscription agreement with Cypress Innovations Limited for 2,055 ordinary shares at $973.16 per share, providing gross proceeds of $2,000,000. On the same date, SACH Pte. Ltd. signed a separate subscription agreement with an individual investor for 103 ordinary shares at $973.16 per share, for gross proceeds of $100,000. These subscriptions support SACH Pte. Ltd.’s ongoing financing activities ahead of the planned business combination, and no securities of Quantumsphere Acquisition Corporation were issued in either transaction.
Quantumsphere Acquisition Corporation (QUMS) filed its quarterly report for the period ended September 30, 2025, showing SPAC-stage operations with cash held for a future deal and limited expenses. The company completed its IPO on August 7, 2025, selling 8,280,000 units at $10.00, placing $82,800,000 in a trust account. A simultaneous private placement added 228,650 units for $2,286,500. As of quarter-end, investments held in the Trust Account were $83,302,976 and cash outside the trust was $444,818.
Results reflect startup costs: a net loss of $90,319 for the quarter, driven by $596,977 in general and administrative expenses, partially offset by $506,658 of interest income, mostly from the trust. Liabilities include a $3,312,000 deferred underwriting fee. The company recorded 8,280,000 ordinary shares as redeemable temporary equity. As of November 14, 2025, 11,406,650 ordinary shares were issued and outstanding, including shares underlying units.
On October 3, 2025, Quantumsphere signed a Merger Agreement to combine with SACH Pte. Ltd. via a Cayman Pubco structure, valuing SACH at approximately $300 million, with consideration in newly issued Pubco shares. Closing requires shareholder and regulatory approvals and minimum cash. Management disclosed substantial doubt about continuing as a going concern and concluded disclosure controls were ineffective for the quarter.
Quantumsphere Acquisition Corporation reports the closing of its initial public offering and related private placement. The company sold a total of 8,280,000 units in its IPO, including 1,080,000 units issued when the underwriter fully exercised its over-allotment option, at an offering price of $10.00 per unit, for gross proceeds of $82,800,000. Each unit consists of one ordinary share and one right to receive one-seventh of an ordinary share upon completion of an initial business combination.
At the same time, the sponsor, Whiteowl Holdings LLC, purchased 228,650 private placement units at $10.00 per unit, adding $2,286,500 of gross proceeds. The company placed $82,800,000 of net proceeds from the IPO and private placement into a trust account for the benefit of public shareholders. This amended report is filed only to add disclosure about a finder fee agreement dated August 8, 2025; no other changes were made to the original report.
Quantumsphere Acquisition Corporation entered into a Merger Agreement to combine with Omnivate Global Ltd. and its subsidiary SACH Pte. Ltd. in a multi-step SPAC business combination. Quantumsphere will merge into a new parent, QUMS Pubco Ltd., which will remain a Cayman Islands company listed on Nasdaq, while HoldCo and the operating company will become its wholly owned subsidiaries.
Public shareholders’ ordinary shares will convert into Pubco ordinary shares, while properly redeemed shares will instead receive cash from Quantumsphere. Private placement units will separate into ordinary shares and rights, and outstanding SPAC warrants will become Pubco warrants on the same terms. HoldCo shareholders are entitled to receive an aggregate 30,000,000 Pubco ordinary shares, valued at
Closing depends on customary conditions, including shareholder approvals, Nasdaq listing for Pubco, no material adverse effects, and Pubco having at least