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Quantumsphere (QUMS) caps deferred SPAC underwriting fees at 4% of trust

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Insights

Quantumsphere ties deferred underwriting fees to post-redemption trust levels.

The amendment sets the deferred underwriting commission at 4.00% of gross proceeds from firm and option units, payable from the trust account upon the initial business combination. A cap limits this commission to 4.00% of funds remaining in the trust after redemptions.

This structure links underwriter compensation to the actual cash left in the trust after shareholders redeem, which can be critical in high-redemption environments. It may reduce fee burdens when trust balances shrink, while keeping the basic 4.00% rate on the original offering size.

The ability for underwriters to waive the deferred commission before the business combination adds flexibility. How often that flexibility is used, especially in challenging deal negotiations, will depend on specific future transactions and terms agreed among the parties.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.

FAQ

What did Quantumsphere Acquisition Corporation (QUMS) change in this 8-K?
Quantumsphere Acquisition Corporation amended its underwriting agreement to revise how the deferred underwriting commission is calculated and paid. The change affects the percentage applied, the trust account funding source, and introduces a cap tied to funds remaining after shareholder redemptions at the business combination.

How is the deferred underwriting commission for QUMS now calculated?
The deferred underwriting commission is now set at 4.00% of the gross proceeds from the sale of the firm units and option units. This fee is payable from the trust account when Quantumsphere completes its initial business combination, subject to an additional cap based on remaining trust funds.

What cap applies to Quantumsphere’s deferred underwriting commission?
The deferred underwriting commission is capped at 4.00% of the funds remaining in the trust account after all properly submitted redemptions connected to the initial business combination. This means the effective commission cannot exceed the same 4.00% rate when calculated on the reduced trust balance.

When will the underwriters be paid the deferred commission from QUMS’s trust?
The deferred underwriting commission will be paid from Quantumsphere’s trust account upon consummation of its initial business combination. Payment only occurs once that transaction closes, aligning the commission with the successful completion of the SPAC’s first merger deal.

Can Quantumsphere’s underwriters waive their deferred commission under the amendment?
Yes. The amendment clarifies that the underwriters may waive the deferred underwriting commission before the initial business combination is completed. This gives the parties flexibility to adjust economics in specific transactions, for example during negotiations over a proposed merger structure or deal terms.

Who are the underwriting parties affected by QUMS’s amended agreement?
The amendment involves Quantumsphere Acquisition Corporation, Polaris Advisory Partners, LLC as representative of the several underwriters, and Kingswood Capital Partners LLC. These parties originally entered the underwriting agreement on August 5, 2025, which the new amendment now modifies for deferred commission terms.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

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): March 3, 2026

 

Quantumsphere Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-42787   N/A
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

1185 Avenue of the Americas, Suite 304

New York, NY

 10036
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 612-1400

 

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 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
Units, each consisting of one ordinary share and one right   QUMSU   The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share   QUMS   The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-seventh of one ordinary share   QUMSR   The Nasdaq 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 March 3, 2026, Quantumsphere Acquisition Corporation (the “Company”) entered into Amendment No. 1 to the Underwriting Agreement (the “Amendment”) with Polaris Advisory Partners, LLC, 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 will equal 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.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Amendment No. 1 to Underwriting Agreement, dated March 3, 2026, by and among Quantumsphere Acquisition Corporation, Polaris Advisory Partners, LLC (as representative of the underwriters), and Kingswood Capital Partners LLC
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: March 11, 2026 By: /s/ Ping Zhang
  Name:  Ping Zhang
  Title: Chief Executive Officer

 

2

Source: View Original Filing on SEC EDGAR

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