Quantumsphere Acquisition Corporation filed a notice that it will be late in submitting its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025. The company says it could not meet the smaller reporting company deadline of February 17, 2026 without unreasonable effort or expense because of delays in completing the financial statements.
The company states that it anticipates filing this Form 10-Q no later than the seventh calendar day after the prescribed filing date, indicating the delay is expected to be short-term and tied specifically to finalizing its quarterly financial information.
Mizuho Financial Group, Inc. has filed a Schedule 13G reporting a passive ownership stake in Quantumsphere Acquisition Corporation. The firm beneficially owns 718,086 common shares, representing 6.3% of the class as of the event date of 12/31/2025.
Mizuho reports sole power to vote and dispose of all 718,086 shares, with no shared voting or dispositive power. The filing notes that Mizuho Financial Group, Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed indirect beneficial owners of equity securities directly held by their wholly owned subsidiary, Mizuho Securities USA LLC, and certifies that the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
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.
Quantumsphere Acquisition Corporation reports the closing of its initial public offering and related private placement. The company sold a total of 8,280,000 units in its IPO, including 1,080,000 units issued when the underwriter fully exercised its over-allotment option, at an offering price of $10.00 per unit, for gross proceeds of $82,800,000. Each unit consists of one ordinary share and one right to receive one-seventh of an ordinary share upon completion of an initial business combination.
At the same time, the sponsor, Whiteowl Holdings LLC, purchased 228,650 private placement units at $10.00 per unit, adding $2,286,500 of gross proceeds. The company placed $82,800,000 of net proceeds from the IPO and private placement into a trust account for the benefit of public shareholders. This amended report is filed only to add disclosure about a finder fee agreement dated August 8, 2025; no other changes were made to the original report.
Quantumsphere Acquisition Corporation entered into a Merger Agreement to combine with Omnivate Global Ltd. and its subsidiary SACH Pte. Ltd. in a multi-step SPAC business combination. Quantumsphere will merge into a new parent, QUMS Pubco Ltd., which will remain a Cayman Islands company listed on Nasdaq, while HoldCo and the operating company will become its wholly owned subsidiaries.
Public shareholders’ ordinary shares will convert into Pubco ordinary shares, while properly redeemed shares will instead receive cash from Quantumsphere. Private placement units will separate into ordinary shares and rights, and outstanding SPAC warrants will become Pubco warrants on the same terms. HoldCo shareholders are entitled to receive an aggregate 30,000,000 Pubco ordinary shares, valued at US$300,000,000 based on US$10.00 per share, as merger consideration.
Closing depends on customary conditions, including shareholder approvals, Nasdaq listing for Pubco, no material adverse effects, and Pubco having at least $5,000,001 in net tangible assets after redemptions. The Merger Agreement can be terminated if the business combination has not closed by June 30, 2026 or in other specified circumstances, and is supported by sponsor and shareholder support, lock-up, and registration rights agreements.
Quantumsphere Acquisition Corporation filed a current report explaining that its units, which each consist of one ordinary share and one right, will begin separate trading. Starting on or about September 30, 2025, holders of units may elect to trade the ordinary shares and the rights independently.
Units will continue to trade on the Nasdaq under the symbol QUMSU. Any separated ordinary shares are expected to trade under QUMS, and the separated rights are expected to trade under QUMSR. Holders who want to separate their units must have their brokers contact Continental Stock Transfer & Trust Co., the company’s transfer agent. The company also issued a press release, attached as an exhibit, announcing the start of separate trading.
Quantumsphere Acquisition Corp (QUMSU) completed an IPO offering 8,280,000 Units at $10.00 each, generating gross proceeds of $82,800,000, and sold 228,650 Private Units to its Sponsor for $2,286,500. The Units consist of one ordinary share and one right, and 8,280,000 public ordinary shares issued with rights were recorded as temporary equity at $10 per share. The Sponsor holds 2,898,000 founder shares after adjustments, and 1,080,000 over-allotment Units were fully exercised.
The Company reported substantial offering-related costs of $4,459,070, a working capital deficit of $212,441, outstanding promissory notes repaid at IPO closing, and commitments including finder fees up to $3,500,000. Management states there is substantial doubt about the Company’s ability to continue as a going concern absent completing a business combination by February 6, 2027 or raising additional capital.
Whiteowl Holdings LLC reported beneficial ownership of 3,126,650 Class A ordinary shares of Quantumsphere Acquisition Corp, representing approximately 27.41% of outstanding shares. The position comprises 2,898,000 founder shares (with 378,000 subject to forfeiture if the underwriters' over-allotment option is not exercised in full) and 228,650 ordinary shares issued as Private Placement Units purchased at $10.00 per unit. The Sponsor purchased the Placement Units for $2,286,500 from working capital and holds certain voting and lock-up commitments in favor of any proposed business combination. On July 25, 2025, 83.13% of the Sponsor's interest was transferred to Wealthwise Solutions LTD, making it the Sponsor's majority holder.
Quantumsphere Acquisition Corp director reports no share ownership. Daniel M. McCabe, a director of the company, filed an initial insider ownership statement indicating that he does not beneficially own any non-derivative or derivative securities of Quantumsphere Acquisition Corp as of the reported event date.
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.