QUANTUMSPHERE ACQUISITION CO SEC Filings

Quantumsphere Acquisition Corp (QUMSU) completed an IPO offering 8,280,000 Units at $10.00 each, generating gross proceeds of $82,800,000, and sold 228,650 Private Units to its Sponsor for $2,286,500. The Units consist of one ordinary share and one right, and 8,280,000 public ordinary shares issued with rights were recorded as temporary equity at $10 per share. The Sponsor holds 2,898,000 founder shares after adjustments, and 1,080,000 over-allotment Units were fully exercised.

The Company reported substantial offering-related costs of $4,459,070, a working capital deficit of $212,441, outstanding promissory notes repaid at IPO closing, and commitments including finder fees up to $3,500,000. Management states there is substantial doubt about the Company’s ability to continue as a going concern absent completing a business combination by February 6, 2027 or raising additional capital.

Whiteowl Holdings LLC reported beneficial ownership of 3,126,650 Class A ordinary shares of Quantumsphere Acquisition Corp, representing approximately 27.41% of outstanding shares. The position comprises 2,898,000 founder shares (with 378,000 subject to forfeiture if the underwriters' over-allotment option is not exercised in full) and 228,650 ordinary shares issued as Private Placement Units purchased at $10.00 per unit. The Sponsor purchased the Placement Units for $2,286,500 from working capital and holds certain voting and lock-up commitments in favor of any proposed business combination. On July 25, 2025, 83.13% of the Sponsor's interest was transferred to Wealthwise Solutions LTD, making it the Sponsor's majority holder.

Whiteowl Holdings LLC reported direct ownership of 3,126,650 ordinary shares of Quantumsphere Acquisition Corp (QUMSU) and beneficial interest in rights equivalent to 32,664 ordinary shares.

The filing states the holdings include 2,898,000 shares acquired prior to the issuer's initial public offering and 228,650 ordinary shares underlying private placement units. Each right is exchangeable for one-seventh of one ordinary share. The form notes that, after the underwriter's full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no such shares are subject to forfeiture. The event date is 08/05/2025 and the Form 3 was signed by Ping Zhang, Managing Member, on 08/11/2025.

Form 3 filed for Quantumsphere Acquisition Corp (QUMSU) by Wei Zhang reporting relationship as Director. The event date triggering the filing is 08/05/2025. The form states that no securities are beneficially owned by the reporting person. The filing was signed on 08/11/2025 and was submitted as an initial statement under Section 16.

Ping Zhang filed an initial Form 3 reporting indirect beneficial ownership of 3,126,650 ordinary shares of Quantumsphere Acquisition Corp (ticker QUMSU) through Whiteowl Holdings LLC, which Ping Zhang controls. The filing states 2,898,000 shares were acquired by Whiteowl before the issuer's IPO and an additional 228,650 ordinary shares are underlying private placement units. The report also discloses 228,650 rights, each exchangeable for one-seventh of one ordinary share, representing 32,664 underlying shares. All holdings are described as indirect and the reporting person serves as Chairman, CEO and CFO and as a Director.