Quantumsphere merger: ~$600M Fortune Favor pre-money value
Among the closing conditions are shareholder approvals, SEC effectiveness of the registration statement and Nasdaq listing approval.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Quantumsphere Acquisition Corp (QUMS) agreed to a proposed business combination with Fortune Favor Technology Inc. QUMS would merge into its wholly owned subsidiary, Fortune Favor Global Group Inc. (Purchaser), while QUMS Merger Sub Ltd. would merge into Fortune Favor, which would survive as Purchaser’s wholly owned subsidiary. Fortune Favor shareholders, other than excluded shares, would receive Purchaser ordinary shares based on an agreed approximately $600 million pre-money equity valuation, with each share valued at $10.00 per share.
Closing is subject to approvals by both companies’ shareholders, SEC effectiveness of the registration statement, Nasdaq listing approval and other customary conditions. Purchaser’s post-combination board is expected to have five directors, all designated by Fortune Favor, subject to Nasdaq requirements. At closing, certain Fortune Favor shareholders, Whiteowl Holdings LLC (the Sponsor) and other holders are expected to accept transfer restrictions ending at the earlier of 180 days after closing or when Purchaser shares close at or above $12.50 per share for any 20 trading days within any 30-trading-day period after closing. A delaying or breaching party owes a $500,000 break-up fee in specified termination scenarios.
Filing Explained
Under the signed but not yet completed deal, the sponsor has agreed to vote its QUMS shares for the transaction and not redeem them; if it closes, those shares convert into Purchaser shares rather than being redeemed, subject to the support agreement.
8-K Event Classification
Key Figures
Key Terms
SPAC Merger technical
Acquisition Merger technical
pre-money equity valuation financial
Lock-Up Agreement financial
demand registration rights financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is the QUMS and Fortune Favor merger deal?
What approvals are required for the QUMS merger to close?
How long are the QUMS merger lock-up restrictions?
When does the QUMS merger agreement require a $500,000 break-up fee?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code:
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(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 to 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 exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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 October 9, 2026, Quantumsphere Acquisition Corporation, a Cayman Islands exempted company (“QUMS” or “Parent”), Fortune Favor Technology Inc., a Cayman Islands exempted company (the “Company”), HAN DA International Limited (the “Principal Shareholder”), Sun Sun, an individual, solely in her capacity as the shareholder representative, agent, and attorney-in-fact of the Principal Shareholder (the “Principal Shareholder’s Representative”), Fortune Favor Global Group Inc., a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Purchaser”), and QUMS Merger Sub Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
SPAC Merger and Acquisition Merger
Pursuant to the Merger Agreement, the parties will consummate a business combination transaction through the following transactions: (i) Parent will merge with and into Purchaser, with Purchaser surviving such merger as the surviving company (the “SPAC Merger”); and (ii) concurrently with the SPAC Merger, Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Purchaser (the “Acquisition Merger,” and together with the SPAC Merger, the “Mergers,” or the “business combination”).
Subject to, and in accordance with, the terms and conditions of the Merger Agreement, at the effective time of the SPAC Merger, each issued and outstanding ordinary share of Parent will be converted automatically into one ordinary share of the Purchaser, par value $0.00001 per share (the “Purchaser Ordinary Share”), and each issued and outstanding right of Parent will be converted automatically into the right to receive one-seventh (1/7) of one Purchaser Ordinary Share in accordance with its terms and the terms of the Merger Agreement. Each Parent Unit will be automatically separated into its individual components of one Parent Ordinary Share and one Parent Right, which will be converted as described above.
Subject to, and in accordance with, the terms and conditions of the Merger Agreement, at the effective time of the Acquisition Merger, which shall take place concurrently with the SPAC Merger, each issued and outstanding ordinary share of the Company, other than excluded shares, will be cancelled in exchange for the right to receive the applicable portion of Purchaser Ordinary Shares, par value $0.00001 per share (the “Purchaser Ordinary Shares”), each valued at $10.00 per share, based on an agreed pre-money equity valuation of the Company of approximately $600,000,000.
Immediately after the effective time of the Acquisition Merger, the board of directors of Purchaser is expected to consist of five directors, all five of whom will be designated by the Company, subject to the requirements of the Nasdaq Stock Market LLC. The officers of the Company are expected to become the officers of Purchaser.
Representations and Warranties
In the Merger Agreement, the Company makes certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and related transaction documents; (c) consents and approvals required in connection with the execution and performance of the Merger Agreement; (d) absence of conflicts; (e) capitalization; (f) charter documents and corporate records; (g) financial statements; (h) absence of certain changes or events; (i) title to assets and properties; (j) material contracts; (k) intellectual property; (l) cybersecurity and compliance with laws; (m) tax matters; (n) employment matters; (o) litigation; and (p) other customary representations and warranties.
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In the Merger Agreement, Parent, Purchaser and Merger Sub make certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and related transaction documents; (c) consents and approvals required in connection with the execution and performance of the Merger Agreement; (d) absence of conflicts; (e) capitalization; (f) issuance of shares; (g) the trust account; (h) SEC filings and financial statements; (i) listing matters; (j) litigation; (k) compliance with laws; and (l) other customary representations and warranties.
Conduct Prior to Closing; Covenants
The parties have made customary covenants in the Merger Agreement, including, among other things, covenants with respect to the conduct of the business of the Company and its subsidiaries prior to the closing of the Mergers.
The Merger Agreement also contains covenants providing for, among other things:
| ● | the parties to cooperate to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement in connection with the transactions contemplated by the Merger Agreement, which registration statement will include a proxy statement and a prospectus of Purchaser; | |
| ● | the parties to use reasonable best efforts to obtain required approvals and consummate the transactions contemplated by the Merger Agreement; | |
| ● | the parties to take certain actions to maintain the listing of Purchaser’s securities on the Nasdaq following the closing of the business combination; | |
| ● | the Company to deliver certain financial statements; | |
| ● | the Company and certain Company shareholders enter into lock-up agreements at the closing; and | |
| ● | the Company to obtain the requisite approval of its shareholders. |
Conditions to the Consummation of the Transactions
Consummation of the transactions contemplated by the Merger Agreement is subject to customary closing conditions, including, among others: (i) the absence of any applicable law or order prohibiting consummation of the transactions; (ii) receipt of required approvals of Parent shareholders and Company shareholders; (iii) the registration statement having been declared effective by the SEC; (iv) the approval for listing of Purchaser’s securities on Nasdaq; (v) the accuracy of the parties’ respective representations and warranties, subject to the standards set forth in the Merger Agreement; (vi) material compliance by the parties with their respective covenants; (vii) the absence of a material adverse effect with respect to the Company or Parent.
Termination
The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing, including, among others: (i) by mutual written consent of Parent and the Company; (ii) by either Parent or the Company if the other party causes a delay in the business combination process that exceeds six months, but excluding the delay resulting from regulatory, policy, or governmental approvals or filings with the SEC not a result of the other party’s failure to submit necessary required documents in a timely and complete manner; (iii) by Parent or the Company upon certain uncured breaches of representations, warranties, covenants or agreements by the other party.
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In the event of termination as referenced under the second and third scenarios, the breaching party or the delaying party shall be obligated to pay the non-breaching party or non-delaying party a break-up fee of $500,000 with exceptions listed under Section 13.2 (d) of the Merger Agreement.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the contract among the respective parties and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Merger Agreement. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement.
Company Shareholder Support Agreement
In connection with the execution of the Merger Agreement, certain shareholders of the Company entered into a shareholder support agreement with Parent, pursuant to which such shareholders agreed, among other things, to vote or cause to be voted the Company shares held by them in favor of the Merger Agreement, the Acquisition Merger and the other transactions contemplated by the Merger Agreement, and to take certain other actions in furtherance of the transactions contemplated thereby (the “Company Shareholder Support Agreement”).
The foregoing description of the Company Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Shareholder Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Sponsor Support Agreement
In connection with the execution of the Merger Agreement, Parent, the Company, Whiteowl Holdings LLC, (the “Sponsor”), and certain other parties entered into a sponsor support agreement, pursuant to which the sponsor agreed, among other things, to vote the Parent ordinary shares held by it in favor of the Merger Agreement, the SPAC Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement, to vote against proposals that would reasonably be expected to impede or interfere with the transactions contemplated by the Merger Agreement, not to redeem any Parent ordinary shares held by it in connection with the business combination, and to comply with certain transfer restrictions with respect to its Parent securities, in each case subject to the terms and conditions set forth therein (the “Sponsor Support Agreement”).
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Lock-Up Agreements
At the closing of the business combination, certain shareholders of the Company, the Sponsor, and certain other holders are expected to enter into lock-up agreements (the “Lock-Up Agreement”) with Purchaser, pursuant to which such holders will agree, subject to certain customary exceptions, not to transfer, sell, assign, pledge or otherwise dispose of certain Purchaser ordinary shares received in connection with the business combination until the earlier of (i) 180 days after the closing of the business combination and (ii) the date on which the closing price of Purchaser Ordinary Shares equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period after the closing of the business combination.
The foregoing description of the form of Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.
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Registration Rights Agreement
In connection with the execution of the Merger Agreement, at or prior to the closing of the business combination, the Company, Parent, Purchaser, certain existing shareholders of Parent, certain shareholders of the Company, and certain other holders will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”).
Pursuant to the Registration Rights Agreement, among other things, the holders party thereto will be granted certain customary registration rights with respect to certain equity securities of Purchaser including (i) demand registration rights, (ii) piggyback registration rights and (iii) shelf registration rights. In particular, subject to certain limitations set forth therein, holders of a majority-in-interest of the registrable securities will have the right to request that Purchaser file a registration statement to register the resale of such securities, and Purchaser will be obligated to include such securities in certain registration statements initiated by Purchaser or other shareholders. The Registration Rights Agreement will also provide for customary cutback provisions, procedures relating to underwritten offerings, including underwritten shelf takedowns, and allocation of expenses.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference.
Additional Agreements
The Merger Agreement also contemplates that, at or prior to the closing, certain parties will enter into additional agreements, including employment agreements, restrictive covenant agreements and other ancillary agreements, as applicable.
| Item 7.01. | Regulation FD Disclosure. |
On October 9, 2026, Parent issued a press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions among QUMS, Purchaser, Merger Sub and the Company and the transactions contemplated thereby, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including QUMS’s and the Company’s expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
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Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement relating to the proposed business combination; (2) the outcome of any legal proceedings that may be instituted against QUMS and the Company following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability to complete the business combination, including due to failure to obtain approval of the shareholders of QUMS or other conditions to closing in the Merger Agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals (including approval from PRC regulators) required to complete the transactions contemplated by the Merger Agreement; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (6) the inability to obtain or maintain the listing of the post-acquisition company’s ordinary shares on the stock exchange following the business combination; (7) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (8) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties to be identified in the Registration Statement filed by Purchaser (when available) relating to the business combination, including those under “Risk Factors” therein, and in other filings with the SEC made by QUMS and the Company. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and QUMS, Purchaser, Merger Sub, the Company, and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Additional Information and Where to Find It
In connection with the transaction described herein, Purchaser and the Company will file relevant materials with the SEC, including a registration statement on Form F-4 (as may be amended from time to time) that will include a proxy statement and a proxy statement/prospectus (the “Registration Statement”) pertaining to such transaction. The proxy statement and a proxy card will be mailed to QUMS’s shareholders as of a record date to be established for voting at the shareholders’ meeting relating to the proposed transactions. QUMS’s shareholders will also be able to obtain a copy of the Registration Statement and proxy statement without charge from the Parent. The Registration Statement and proxy statement, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to QUMS at 1185 Avenue of the Americas, 3rd Fl., New York, NY 10036.
INVESTORS AND SECURITY HOLDERS OF QUMS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT QUMS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT QUMS, THE COMPANY AND THE TRANSACTIONS.
Participants in Solicitation
QUMS, Purchaser, Merger Sub, the Company, certain shareholders of the Company, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of QUMS’s ordinary shares in respect of the proposed transaction. Information about QUMS’s directors and executive officers and their ownership of QUMS’s ordinary shares is set forth in QUMS’s initial public offering prospectus dated August 7, 2025, filed with the SEC, as modified or supplemented by any Form 10-K, Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.
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| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 2.1* | Agreement and Plan of Merger, dated October 9, 2026 | |
| 10.1 | Company Shareholder Support Agreement | |
| 10.2 | Sponsor Support Agreement | |
| 10.3 | Form of Lock-Up Agreement | |
| 10.4 | Form of Amended and Restated Registration Rights Agreement | |
| 99.1 | Press Release, dated October 9, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
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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.
| Quantumsphere Acquisition Corporation | ||
| Date: October 13, 2026 | By: | /s/ Ping Zhang |
| Name: | Ping Zhang | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Fortune Favor Technology Inc.
Announces
Entering into an Agreement and Plan of Merger with
Quantumsphere Acquisition Corporation
Your publication date and time will appear here. | Source: Quantumsphere Acquisition Corp
 | VANCOUVER, British Columbia and NEW YORK, Oct. 09, 2026 (GLOBE NEWSWIRE) – Fortune Favor Technology Inc., a Cayman Islands exempted company (“Fortune Favor” or the “Company”), announced today that it has entered into an Agreement and Plan of Merger (the “Agreement”) with Quantumsphere Acquisition Corporation (Nasdaq: QUMS, QUMSR, QUMSU) (“Quantumsphere”), a Cayman Islands exempted company and special purpose acquisition company, Fortune Favor Global Group Inc., a Cayman Islands exempted company and wholly owned subsidiary of Quantumsphere (the “Purchaser”), and QUMS Merger Sub Ltd, a Cayman Islands exempted company and wholly owned subsidiary of the Purchaser (the “Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of the Purchaser, and Quantumsphere will merge with and into the Purchaser, with the Purchaser surviving as the publicly traded company (the “Proposed Transaction”).
Fortune Favor Technology Inc., through its subsidiaries, is principally engaged in providing technology consulting services and comprehensive solutions for medical cold-chain transportation. Its services cover design, sourcing, supply chain, and application support for the handling and delivery of temperature-sensitive products.
Mr. Ping Zhang, Chairman/CEO of Quantumsphere, said, “The merger reflects our commitment to partnering with a company that combines operational execution, scalable sourcing capabilities, and strong customer relationships. We believe Fortune Favor is well positioned to capitalize on attractive market opportunities, and that this proposed transaction will provide the resources, public market access, and strategic flexibility needed to support its next phase of growth.”
Transaction Overview
Pursuant to the Agreement, Quantumsphere will merge with and into Purchaser, its wholly owned subsidiary, with Purchaser surviving the merger and becoming the publicly listed company, and Merger Sub, a wholly owned subsidiary of Purchaser, will merge with and into Fortune Favor, with Fortune Favor surviving as a wholly owned subsidiary of Purchaser, in each case subject to the terms and conditions of the Agreement.
The Proposed Transaction implies a pre-money equity value of approximately $600 million for the Company. Additional information regarding transaction proceeds, sources and uses of funds, and pro forma ownership will be included in the registration statement and other transaction-related materials to be filed in connection with the Proposed Transaction. The parties may also cooperate in connection with any additional financing arrangements sought in connection with the Proposed Transaction.
The Proposed Transaction, which has been approved by the boards of directors of both Quantumsphere and Fortune Favor, is subject to regulatory approvals, the approvals by the shareholders of Quantumsphere and Fortune Favor, respectively, and the satisfaction of certain other customary closing conditions, including, among others, a registration statement, of which the proxy statement/prospectus forms a part, being declared effective by the U.S. Securities and Exchange Commission, and the approval by Nasdaq of the listing application of the combined company.
The description of the Proposed Transaction contained herein is only a summary and is qualified in its entirety by reference to the Agreement relating to the Proposed Transaction. A more detailed description of the Proposed Transaction and a copy of the Agreement will be included in a Current Report on Form 8-K to be filed by Quantumsphere with the SEC and will be available on the SEC’s website at www.sec.gov. |
Advisors
Celine & Partners, PLLC and Ogier serve as the legal advisors to Quantumsphere. Jefferey & McCabe, PLLC serves as the U.S. securities counsel to the Company. Chain Stone Capital Limited (CTM) serves as the financial advisor to the Company.
About Fortune Favor Technology Inc.
Fortune Favor Technology Inc., through its subsidiaries, is principally engaged in providing technology consulting services and comprehensive solutions for medical cold-chain transportation. Its services cover design, sourcing, supply chain, and application support for the handling and delivery of temperature-sensitive products.
With deep capabilities across material engineering, structural design, and supply chain management, the Company provides comprehensive customization solutions tailored to medical terminals, distributors, and operators. Its product portfolio supports both standard and highly customized applications, meeting evolving market demands for performance, presentation, and sustainability.
Backed by a team of seasoned industry professionals, the Company has established a strong reputation for innovation, reliability, and customer-centric execution, positioning the Company as a trusted partner in the global medical cold-chain sector.
About Quantumsphere Acquisition Corporation
Quantumsphere is a special purpose acquisition company incorporated as a Cayman Islands exempted company and listed on the Nasdaq Stock Market under the symbols QUMS, QUMSR, and QUMSU. Quantumsphere was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Quantumsphere’s strategy is to identify and partner with a business that can benefit from access to the public markets and additional growth opportunities.
Important Additional Information Regarding the Proposed Transaction Will Be Filed With the SEC
This press release relates to the proposed business combination between Quantumsphere and Fortune Favor. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Purchaser and Fortune Favor intend to file a Registration Statement on Form F-4 with the SEC, which will include a document that serves as a prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Quantumsphere shareholders. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Quantumsphere and Fortune Favor will also file other documents regarding the proposed business combination with the SEC. This press release does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF QUANTUMSPHERE ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Quantumsphere and Fortune Favor through the website maintained by the SEC at www.sec.gov.
The documents filed by Quantumsphere and Fortune Favor with the SEC also may be obtained free of charge upon written request to Quantumsphere Acquisition Corporation, 1185 Avenue of the Americas, Suite 349, New York, NY 10036.
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Participants in the Solicitations
Quantumsphere, Fortune Favor and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from Quantumsphere’s shareholders in connection with the proposed business combination. A list of the names of the directors, executive officers, other members of management and employees of Quantumsphere and Fortune Favor, as well as information regarding their interests in the business combination, will be contained in the Registration Statement on Form F-4 to be filed with the SEC by Purchaser and Fortune Favor. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.
Caution About Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 that are based on beliefs and assumptions and on information currently available to Quantumsphere and Fortune Favor. These forward-looking statements are based on Quantumsphere’s and Fortune Favor’s expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including projections of market opportunity and market share, the capability of Fortune Favor’ business plans, including its plans to expand, the anticipated enterprise value of the combined company following the consummation of the proposed business combination, anticipated benefits of the proposed business combination and expectations related to the terms and timing of the proposed business combination, are also forward-looking statements.
Although each of Quantumsphere and Fortune Favor believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of Quantumsphere and Fortune Favor cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. These factors are difficult to predict accurately and may be beyond Quantumsphere’s and Fortune Favor’s control. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form F-4 relating to the proposed business combination, which is expected to be filed by Purchaser and Fortune Favor with the SEC, and other documents filed by Quantumsphere, Purchaser or Fortune Favor from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those expressed or implied in the forward-looking statements.
There may be additional risks that neither Quantumsphere nor Fortune Favor presently know, or that Quantumsphere and Fortune Favor currently believe are immaterial, and that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Quantumsphere or Fortune Favor, their respective directors, officers or employees or any other person that Quantumsphere or Fortune Favor will achieve their objectives and plans in any specified time frame, or at all. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for Quantumsphere or Fortune Favor to predict these events or how they may affect Quantumsphere or Fortune Favor. Except as required by law, neither Quantumsphere nor Fortune Favor has any duty to, and does not intend to update or revise the forward-looking statements in this communication or elsewhere after the date this communication is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this communication may not occur.
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Uncertainties and risk factors that could affect Quantumsphere’s and Fortune Favor’s future performance and cause results to differ from the forward-looking statements in this release include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; the outcome of any legal proceedings that may be instituted against Quantumsphere or Fortune Favor, the combined company or others following the announcement of the business combination; the inability to complete the business combination due to the failure to obtain approval of the shareholders of Quantumsphere or to satisfy other conditions to closing; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations; the ability to meet Nasdaq listing standards following the consummation of the business combination; the risk that the business combination disrupts current plans and operations of Quantumsphere or Fortune Favor as a result of the announcement and consummation of the business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; costs related to the business combination; changes in applicable laws or regulations; Quantumsphere’s estimates of expenditures and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; changes in laws and regulations that impact Fortune Favor; ability to enforce, protect and maintain intellectual property rights; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Quantumsphere’s final prospectus relating to its initial public offering and in subsequent filings with the SEC, including the Registration Statement on Form F-4 relating to the business combination expected to be filed by Purchaser and Fortune Favor.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
For further queries, please contact:
Ping Zhang
Chairman,
Chief Executive Officer
Quantumsphere Acquisition Corporation
Email: pzhang@quantamsphere.com
Sun Sun
Chief Executive Officer
Fortune
Favor Technology Inc.
Email: IR@fortunefavorglobal.com
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