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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): September
26, 2025
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.
On September 26, 2025, Quantumsphere
Acquisition Corporation (the “Company”) announced that the holders of the Company’s units may elect to separately trade
the ordinary shares and rights included in the units commencing on or about September 30, 2025. Any units not separated will continue
to trade on the Nasdaq Global Market (the “Nasdaq”) under the symbol “QUMSU.” Any underlying ordinary shares and
rights that are separated are expected to trade on the Nasdaq under the symbols “QUMS” and “QUMSR”. Holders of
units will need to have their brokers contact Continental Stock Transfer & Trust Co., the Company’s transfer agent, in order
to separate the holders’ units into ordinary shares and rights.
On September 26, 2025, the
Company issued a press release announcing the separate trading of the securities underlying the units. A copy of this press release is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
|
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated September 26, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: September 26, 2025 |
By: |
/s/ Ping Zhang |
| |
Name: |
Ping Zhang |
| |
Title: |
Chief Executive Officer |
