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

Rhea-AI Filing Summary

Ping Zhang filed an initial Form 3 reporting indirect beneficial ownership of 3,126,650 ordinary shares of Quantumsphere Acquisition Corp (ticker QUMSU) through Whiteowl Holdings LLC, which Ping Zhang controls. The filing states 2,898,000 shares were acquired by Whiteowl before the issuer's IPO and an additional 228,650 ordinary shares are underlying private placement units. The report also discloses 228,650 rights, each exchangeable for one-seventh of one ordinary share, representing 32,664 underlying shares. All holdings are described as indirect and the reporting person serves as Chairman, CEO and CFO and as a Director.

Positive

• Significant insider ownership: 3,126,650 shares held via Whiteowl Holdings LLC aligns management and shareholder interests.
• Clarifies capital structure: Disclosure of 228,650 private placement units and 228,650 rights provides transparency on outstanding claimants to ordinary shares.

Negative

• Concentration of roles: The reporting person holds Chairman, CEO and CFO positions while controlling the record owner, raising corporate governance concerns.
• Indirect ownership structure: Holdings reported through Whiteowl Holdings LLC may obscure direct individual exposure and decision pathways for investors.

Insights

Financial Analyst

TL;DR: Substantial insider stake reported via a controlled entity; notable for shareholder alignment and capitalization disclosure.

The Form 3 shows a material indirect position of 3,126,650 ordinary shares held by Whiteowl Holdings LLC, controlled by Ping Zhang, plus 228,650 rights convertible into roughly 32,664 shares. For investors, this clarifies insider ownership concentration and the source of shares acquired pre-IPO and through a simultaneous private placement. The disclosure is routine but important for ownership and float calculations.

Corporate Governance Expert

TL;DR: High insider control is evident; combined executive roles and indirect ownership warrant governance attention.

Ping Zhang is reported as Chairman, CEO and CFO and as a Director while controlling the record holder Whiteowl Holdings LLC. The filing documents indirect beneficial ownership rather than direct holdings, and specifies private placement units and rights. This concentration of roles and control is a material governance fact investors should note when assessing board independence and decision-making structure.

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

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1. Name and Address of Reporting Person^*

Zhang Ping

(Last) (First) (Middle)

C/O QUANTUMSPHERE ACQUISITION CORP,

1185 6TH AVE., SUITE 304

(Street)

NEW YORK, NY 10036

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO, and CFO

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)	I(3)	See footnote

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)	I(3)	See footnote

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.

3. Whiteowl Holdings LLC, a Delaware limited liability company, is the record holder of the securities reported herein, which is controlled by Ping Zhang.

	/s/ Ping Zhang	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.
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FAQ

What stake did Ping Zhang report in Quantumsphere (QUMSU)?

The Form 3 reports indirect beneficial ownership of 3,126,650 ordinary shares through Whiteowl Holdings LLC and 228,650 rights.

How many underlying shares do the reported rights convert into for QUMSU?

The filing states 228,650 rights, each exchangeable for one-seventh of one ordinary share, representing 32,664 underlying shares.

Are the shares owned directly by Ping Zhang?

No. The filing indicates the securities are held by Whiteowl Holdings LLC and are reported as indirect beneficial ownership; Whiteowl is controlled by Ping Zhang.

What roles does the reporting person hold at Quantumsphere?

The Form 3 lists Ping Zhang as Chairman, CEO, CFO and as a Director of the issuer.

Did the filing disclose shares acquired before the IPO?

Yes. It states 2,898,000 ordinary shares were acquired by Whiteowl Holdings LLC prior to the issuer's initial public offering.