[Form 3] Quantumsphere Acquisition Corp. Units Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

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.

Positive

• Clear disclosure of direct beneficial ownership totaling 3,126,650 ordinary shares
• Detailed breakdown showing 2,898,000 shares acquired pre-IPO and 228,650 shares from private placement units
• Conversion mechanics clarified: each private-placement right is exchangeable for one-seventh of one ordinary share
• Confirms no forfeiture of shares after underwriter's full exercise of a 1,080,000-unit over-allotment on August 7, 2025

Negative

• None.

Insights

Financial Analyst

TL;DR: Whiteowl reports a material director stake and convertible rights; disclosure is routine but clarifies ownership and conversion mechanics.

The Form 3 documents that Whiteowl Holdings LLC directly holds 3,126,650 ordinary shares and rights that convert to 32,664 ordinary shares. It specifies the provenance of those shares: 2,898,000 acquired before the IPO and 228,650 from private placement units. The filing also records the underwriter's full exercise of a 1,080,000-unit over-allotment on August 7, 2025, after which the disclosed shares are not subject to forfeiture. This disclosure provides precise, actionable ownership and conversion figures for investors and registrants without offering additional financial metrics.

Corporate Governance Expert

TL;DR: Director-level ownership and private-placement rights are clearly reported; signature and filing indicate standard Section 16 compliance.

The Form 3 shows the reporting person relationship as Director and that the filing was made by one reporting person. Signature by Ping Zhang, Managing Member, and inclusion of the event date 08/05/2025 complete required attestations. The form also explains the conversion mechanism for private-placement rights (one-seventh of a share per right) and confirms no forfeiture following the over-allotment exercise. The disclosure meets typical Section 16 transparency expectations for insider ownership reporting.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Whiteowl Holdings LLC

(Last) (First) (Middle)

WHITEOWL HOLDINGS LLC 1201

ORANGE STREET, SUITE 600, WILMINGTON

(Street)

DELAWARE DE 19801

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2025

3. Issuer Name and Ticker or Trading Symbol
Quantumsphere Acquisition Corp [ QUMSU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, par value $0.0001 per share	3,126,650(1)	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Rights	(2)	(2)	Ordinary Shares	32,664(2)	(2)	D

Explanation of Responses:

1. Includes 2,898,000 ordinary shares of the Issuer acquired by Whiteowl Holdings LLC prior to the Issuer 's initial public offering. As a result of 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. Also includes 228,650 ordinary shares underlying the private placement units sold in a private placement conducted simultaneously with the Issuer 's initial public offering.

2. Includes 228,650 rights underlying the private placement units, which were sold in a private placement taking place simultaneously with the Issuer 's initial public offering. Each right is exchangeable for one-seventh of one ordinary share upon the completion of the Issuer 's initial business combination.

	/s/ Ping Zhang, Managing Member of Whiteowl Holdings LLC	08/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What holdings did Whiteowl Holdings LLC report in QUMSU on the Form 3?

The Form 3 reports 3,126,650 ordinary shares (direct) and rights that convert to 32,664 ordinary shares.

When is the event date reported on the Form 3 for QUMSU?

The event date requiring the statement is 08/05/2025.

How many shares were acquired prior to the issuer's IPO according to the filing?

The filing states 2,898,000 ordinary shares were acquired prior to the issuer's initial public offering.

What is the conversion ratio for the private placement rights disclosed in the Form 3?

Each right is exchangeable for one-seventh of one ordinary share upon completion of the issuer's initial business combination.

Who signed the Form 3 and when was it signed?

The Form 3 was signed by Ping Zhang, Managing Member of Whiteowl Holdings LLC, on 08/11/2025.