Quantumsphere (QUMS) files NT 10-Q for delayed Dec. 2025 report

Rhea-AI Filing Summary

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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR
	For Period Ended: December 31, 2025
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	☐ Transition Report on Form N-SAR
	For the Transition Period Ended: ________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

Quantumsphere Acquisition Corporation

Full name of registrant:

N/A

Former name if applicable:

1185 Avenue of the Americas, Suite 304

Address of principal executive office (Street and number):

New York, NY 10036

City, state and zip code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Quantumsphere Acquisition Corporation (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 (the “Quarterly Report”) by February 17, 2026, the filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statement in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the seventh calendar day following the prescribed filing date.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Ping Zhang		+1		(212) 612-1400
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	☒ Yes   ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☐ Yes   ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Quantumsphere Acquisition Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 17, 2026	By	/s/ Ping Zhang
	Name:	Ping Zhang
	Title:	Chief Executive Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001).

3

FAQ

Why did Quantumsphere Acquisition Corporation (QUMS) file an NT 10-Q?

Quantumsphere Acquisition Corporation filed an NT 10-Q because it could not complete its Form 10-Q for the quarter ended December 31, 2025 without unreasonable effort or expense, citing a delay in finalizing the financial statements required for that quarterly report.

Which period does QUMS’s delayed Form 10-Q cover?

The delayed Form 10-Q for Quantumsphere Acquisition Corporation covers the quarter ended December 31, 2025. The company specifically identifies this quarter as the subject period for the late report in its notification of late filing under Rule 12b-25.

When does QUMS expect to file its delayed Form 10-Q?

Quantumsphere Acquisition Corporation states that it anticipates filing the delayed Form 10-Q no later than the seventh calendar day after the prescribed filing date, indicating an expected short extension beyond the original February 17, 2026 deadline.

What is the stated reason for QUMS’s Form 10-Q filing delay?

The company explains that the Form 10-Q for the quarter ended December 31, 2025 could not be filed on time due to a delay in completing the financial statements, and that filing by the deadline would have required unreasonable effort or expense.

Who signed QUMS’s NT 10-Q notification of late filing?

The NT 10-Q notification was signed on behalf of Quantumsphere Acquisition Corporation by Ping Zhang, who is identified in the document as the company’s Chief Executive Officer and provides a contact telephone number for further inquiries.

What deadline applied to QUMS as a smaller reporting company?

Quantumsphere Acquisition Corporation notes that February 17, 2026 was the applicable filing date for its Form 10-Q as a smaller reporting company, and the notification explains why this deadline could not be met for the December 31, 2025 quarter.