Quantumsphere Acquisition Corp (QUMS) agreed to a proposed business combination with Fortune Favor Technology Inc. QUMS would merge into its wholly owned subsidiary, Fortune Favor Global Group Inc. (Purchaser), while QUMS Merger Sub Ltd. would merge into Fortune Favor, which would survive as Purchaser’s wholly owned subsidiary. Fortune Favor shareholders, other than excluded shares, would receive Purchaser ordinary shares based on an agreed approximately $600 million pre-money equity valuation, with each share valued at $10.00 per share.
Closing is subject to approvals by both companies’ shareholders, SEC effectiveness of the registration statement, Nasdaq listing approval and other customary conditions. Purchaser’s post-combination board is expected to have five directors, all designated by Fortune Favor, subject to Nasdaq requirements. At closing, certain Fortune Favor shareholders, Whiteowl Holdings LLC (the Sponsor) and other holders are expected to accept transfer restrictions ending at the earlier of 180 days after closing or when Purchaser shares close at or above $12.50 per share for any 20 trading days within any 30-trading-day period after closing. A delaying or breaching party owes a $500,000 break-up fee in specified termination scenarios.
Quantumsphere Acquisition Corp (QUMS) is the issuer in an amended Schedule 13G reporting that Wolverine Asset Management, LLC, Wolverine Holdings, LLC, Christopher L. Gust and Robert R. Bellick each may be deemed beneficial owners of 335,957 Ordinary Shares, or 2.95% of the class. These figures refer to the same shares, not four separate positions. Each reports shared voting and dispositive power over the shares and zero sole voting and dispositive power. Wolverine Asset Management is an investment adviser; Wolverine Holdings is its sole member and manager, and Gust and Bellick may be deemed to control Wolverine Holdings as its managers. The ownership percentage uses 11,406,650 Ordinary Shares outstanding as of August 14, 2026.
Quantumsphere Acquisition Corp (QUMS) reported that it has terminated its Agreement and Plan of Merger, dated October 3, 2025, with Omnivate Global Ltd. and SACH Pte. Ltd. The Purchaser Parties delivered a Termination Notice to SACH on September 1, 2026 pursuant to Section 13.2(a) of the merger agreement.
The termination followed a notice sent on July 14, 2026 and the expiration of a 30-day period provided under the agreement to address certain matters. As a result, the transactions contemplated by the merger agreement will not be consummated. Quantumsphere Acquisition Corp intends to continue evaluating opportunities to complete an initial business combination.
Quantumsphere Acquisition Corporation, a Cayman Islands SPAC, reported net income of $574,013 for the quarter ended June 30, 2026, driven mainly by $751,010 of interest earned on investments in its trust account, partially offset by $177,441 of general and administrative expenses.
Total assets were $85.7 million, including $85,597,135 invested in the trust account and $4,901 of cash outside the trust. 8,280,000 ordinary shares are classified as subject to possible redemption at a redemption value of $10.34 per share, and deferred underwriting fees total $3,312,000. Non‑redeemable ordinary shares outstanding were 3,126,650 at quarter‑end.
The company has entered into a proposed all‑stock Business Combination with SACH Pte. Ltd. valuing SACH at approximately $300 million, but closing remains subject to shareholder and regulatory approvals and other conditions. With a working capital deficit of $143,042 and limited cash, management disclosed substantial doubt about its ability to continue as a going concern if a transaction or additional financing is not completed before the February 6, 2027 deadline. Management also concluded that disclosure controls and procedures were ineffective due to inadequate controls over identifying and timely disclosing commitments and contingencies.
W. R. Berkley Corporation, through its subsidiary Berkley Insurance Company, reports beneficial ownership of 881,402 Class A ordinary shares of Quantumsphere Acquisition Corp. This represents 7.7% of the outstanding Class A ordinary shares. All of these shares are held with shared voting and shared dispositive power, while sole voting and dispositive powers are reported as zero. Berkley Insurance Company is identified as the subsidiary through which the securities were acquired, as referenced in an exhibit.
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.