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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 $521,600 for the quarter ended December 31, 2025, mainly from $806,338 of interest on investments in its IPO trust, partially offset by $284,738 of general and administrative costs.
Following its August 2025 IPO of 8,280,000 units at $10.00 each, the company holds $84,106,582 in a U.S. Treasury‑based trust and has 8,280,000 ordinary shares classified as redeemable at $10.16 per share. Cash outside the trust was $281,173, with working capital of $215,060.
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 $300 million, with SACH shareholders receiving newly issued Pubco shares. The deal requires shareholder and regulatory approvals and must close by July 31, 2026.
Management notes substantial doubt about the company’s ability to continue as a going concern because it must complete a Business Combination by February 6, 2027 or liquidate. The report also discloses ineffective disclosure controls, specifically around identifying agreements that should be reported as commitments and contingencies.
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.