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Quantumsphere Acquisition Corporation filed Amendment No. 1 to its annual report for the year ended March 31, 2026. The amendment’s sole purpose is to add the company’s Clawback Policy as Exhibit 97.1; it does not change or update any other disclosures in the original filing.
As of May 31, 2025, ordinary shares held by non-affiliates had an aggregate market value of $84,787,200, and as of June 29, 2026, there were 10,936,105 ordinary shares issued and outstanding.
Quantumsphere Acquisition Corporation files its annual report as a Cayman Islands blank check company formed to complete a business combination. The company completed an IPO of 8,280,000 units at $10.00 per unit, plus a 228,650-unit private placement, placing $82,800,000 into a U.S. trust account for future acquisition use.
As of March 31, 2026, the redemption value was about $10.25 per public share, and public holders can redeem in connection with a business combination or certain charter changes. Quantumsphere has 18 months from the IPO closing to complete a qualifying transaction or redeem all public shares and liquidate.
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.
Quantumsphere Acquisition Corporation filed a current report explaining that its units, which each consist of one ordinary share and one right, will begin separate trading. Starting on or about September 30, 2025, holders of units may elect to trade the ordinary shares and the rights independently.
Units will continue to trade on the Nasdaq under the symbol QUMSU. Any separated ordinary shares are expected to trade under QUMS, and the separated rights are expected to trade under QUMSR. Holders who want to separate their units must have their brokers contact Continental Stock Transfer & Trust Co., the company’s transfer agent. The company also issued a press release, attached as an exhibit, announcing the start of separate trading.
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.