Quantumsphere Acquisition (NASDAQ: QUMS) target adds pre-merger funding

Rhea-AI Filing Summary

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.

Insights

SPAC and M&A analyst

Target company raises additional equity ahead of Quantumsphere SPAC merger.

SACH Pte. Ltd., the target of Quantumsphere Acquisition Corporation, obtained new equity funding through two subscription agreements dated January 13, 2026. Cypress Innovations Limited agreed to buy 2,055 SACH ordinary shares at $973.16 per share for gross proceeds of $2,000,000, and an individual investor agreed to buy 103 shares at the same price for gross proceeds of $100,000.

The financing is described as part of SACH Pte. Ltd.’s ongoing activities in anticipation of the previously announced business combination. The filing also states that no securities of Quantumsphere Acquisition Corporation were issued in connection with these transactions, so any dilution or structural impact applies at the SACH level. Subsequent company filings may clarify how this pre-merger capital fits into the combined company’s capital structure after closing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2026

Quantumsphere Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42787		00-0000000N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1185 Avenue of the Americas, Suite 304 New York, NY		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 612-1400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Units, each consisting of one ordinary share and one right		QUMSU		The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share		QUMS		The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-seventh of one ordinary share		QUMSR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On January 13, 2026, SACH Pte. Ltd., the Company’s target in its previously announced business combination, entered into a subscription agreement with Cypress Innovations Limited, pursuant to which Cypress Innovations Limited agreed to purchase 2,055 ordinary shares of SACH Pte. Ltd. at a purchase price of $973.16 per share, for aggregate gross proceeds of $2,000,000.

On January 13, 2026, SACH Pte. Ltd. also entered into a separate subscription agreement with an individual investor, pursuant to which such investor agreed to purchase 103 ordinary shares of SACH Pte. Ltd. at a purchase price of $973.16 per share, for aggregate gross proceeds of $100,000.

The subscription agreements were entered into in connection with SACH Pte. Ltd.’s ongoing financing activities in anticipation of the consummation of the previously announced business combination.

No securities of Quantumsphere Acquisition Corporation were issued in connection with either transaction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Subscription Agreement, dated January 13, 2026, by and between SACH Pte. Ltd. and Cypress Innovations Limited
10.2		Subscription Agreement, dated January 13, 2026, by and between SACH Pte. Ltd. and Tan Cheng Siong
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Quantumsphere Acquisition Corporation
Date: January 23, 2026	By:	/s/ Ping Zhang
	Name:	Ping Zhang
	Title:	Chief Executive Officer

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FAQ

What did Quantumsphere Acquisition Corporation (QUMS) disclose in this 8-K?

The company disclosed that its business combination target, SACH Pte. Ltd., entered into two equity subscription agreements on January 13, 2026 as part of its ongoing financing ahead of the planned merger.

How much funding did SACH Pte. Ltd. receive from Cypress Innovations Limited?

Under a subscription agreement dated January 13, 2026, Cypress Innovations Limited agreed to purchase 2,055 ordinary shares of SACH Pte. Ltd. at $973.16 per share, for gross proceeds of $2,000,000.

What are the terms of the individual investor’s subscription into SACH Pte. Ltd.?

An individual investor agreed on January 13, 2026 to purchase 103 ordinary shares of SACH Pte. Ltd. at a price of $973.16 per share, for gross proceeds of $100,000.

Were any Quantumsphere Acquisition Corporation (QUMS) securities issued in these transactions?

No. The disclosure states that no securities of Quantumsphere Acquisition Corporation were issued in connection with either of the SACH Pte. Ltd. subscription agreements.

How are these financings related to the Quantumsphere–SACH business combination?

The subscription agreements were entered into by SACH Pte. Ltd. in connection with its ongoing financing activities in anticipation of the consummation of the previously announced business combination with Quantumsphere Acquisition Corporation.

What exhibits are included with this Quantumsphere (QUMS) 8-K filing?

The filing includes the Subscription Agreement with Cypress Innovations Limited (Exhibit 10.1), the Subscription Agreement with Tan Cheng Siong (Exhibit 10.2), and the Cover Page Interactive Data File (Exhibit 104).