| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Share, par value $0.0001 per share |
| (b) | Name of Issuer:
Quantumsphere Acquisition Corp |
| (c) | Address of Issuer's Principal Executive Offices:
1185 Avenue of the Americas, Suite 304, New York,
NEW YORK
, 10036. |
Item 1 Comment:
This Schedule 13D is filed on behalf of Whiteowl Holdings LLC, a limited liability company (the "Sponsor" or the "Reporting Person"). |
| Item 2. | Identity and Background |
|
| (a) | This statement is filed by the Reporting Person. The Reporting Person is the holder of record of approximately 27.41% of the Issuer's outstanding Ordinary Shares based on the number of Ordinary Shares outstanding as of August 7, 2025. |
| (b) | The principal business address of the Reporting Person is 1185 Avenue of the Americas, Suite 304, New York, NY 10036. |
| (c) | The Reporting Person is the Sponsor of the Issuer in connection with the Issuer's initial public offering and potential business combination. |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, the Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a Delaware limited liability company. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3. |
| Item 4. | Purpose of Transaction |
| | In connection with the organization of the Issuer, on August 29, 2024, pursuant to a Subscription Agreement, the Issuer issued an aggregate of 2,875,000 ordinary shares as Founder Shares, to the Sponsor for an aggregate purchase price of $25,000. On May 6, 2025, our Sponsor surrendered 460,000 founder shares for no consideration to us for cancellation and as a result, our Sponsor held 2,415,000 founder shares as of May 6, 2025. On August 5, 2025, the Issuer and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 2,898,000 ordinary shares, of which 378,000 are subject to forfeiture if the underwriters' over-allotment option is not exercised in full.
Simultaneously with the consummation of the Issuer's initial public offering, the Sponsor purchased 228,650 units ("Placement Units") of the Issuer at $10.00 per Placement Unit, as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Placement Unit consists of one ordinary share and one right to receive one-seventh (1/7) of one ordinary share upon the consummation of the Issuer's initial business combination (as described more fully in the Issuer's Final Prospectus dated August 7, 2025).
On July 25, 2025, the Sponsor and its member entered into the First Amendment to the Operating Agreement, whereby 83.13% of the Sponsor's interest was transferred to Wealthwise Solutions LTD, making it the majority holder of the Sponsor.
The Ordinary Shares owned by the Reporting Person have been acquired for investment purposes. The Reporting Person may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Person at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors, subject to certain lock-up restrictions.
Except for the foregoing, the Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D.
With respect to paragraph (b) of Item 4, the Issuer is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Person, the Reporting Person has agreed (A) to vote their shares in favor of any proposed business combination; (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) (i) a proposed initial business combination or (ii) an amendment to certain provisions of the Issuer's amended and restated memorandum and articles of association; and (C) not to redeem any Founder Shares or the Ordinary Shares comprising the Private Placement Units in connection with the liquidation of the Trust Account (as defined below) if the Issuer fails to complete an initial business combination within 15 months from the completion of its initial public offering. The Reporting Person may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | he responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of Ordinary Shares beneficially or directly owned by the Reporting Person is based upon a total of 11,406,650 ordinary shares and outstanding as of August 7, 2025. The Reporting Person beneficially owns 3,126,650 Ordinary Shares, representing approximately 27.41% of the total issued and outstanding ordinary shares. |
| (b) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The beneficial ownership of the Reporting Person is 3,126,650 Ordinary Shares, representing approximately 27.41% of total issued and outstanding Ordinary Shares. |
| (c) | The Reporting Person has not effected any transactions of the Issuer's Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 6 of this Schedule 13D which information is incorporated herein by reference. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Securities Subscription Agreement between the Issuer and Sponsor
On August 29, 2024, the Issuer and Sponsor entered into a Subscription Agreement, pursuant to which the Issuer issued an aggregate of 2,875,000 ordinary shares as Founder Shares, to the Sponsor for an aggregate purchase price of $25,000. On May 6, 2025, our Sponsor surrendered 460,000 founder shares for no consideration to us for cancellation and as a result, our Sponsor held 2,415,000 founder shares as of May 6, 2025. On August 5, 2025, the Issuer and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 2,898,000 ordinary shares, of which 378,000 are subject to forfeiture if the underwriters' over-allotment option is not exercised in full.
The description of the First Amendment to the Subscription Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.5 to the Issuer's Form 8-K, filed by the Issuer with the SEC on August 7, 2025 (and is incorporated by reference herein as Exhibit 10.5).
On July 25, 2025, the Sponsor and its member entered into the First Amendment to the Operating Agreement, whereby 83.13% of the Sponsor's interest was transferred to Wealthwise Solutions LTD, making it the majority holder of the Sponsor.
Private Placement
On August 5, 2025, simultaneously with the consummation of the Issuer's initial public offering, Whiteowl Holdings LLC (the "Reporting Person" or "Sponsor") purchased 228,650 units (the "Private Placement Units") of the Issuer at a price of $10.00 per unit, for an aggregate purchase price of $2,286,500. Each Private Placement Unit consists of one ordinary share, par value $0.0001 per share, and one right to receive one-seventh (1/7) of one ordinary share upon the consummation of the Issuer's initial business combination. The Reporting Person used funds from its working capital to purchase the Private Placement Units.
Insider Letter
On August 5, 2025, in connection with the IPO, the Issuer and the Sponsor entered into a letter agreement (the "Letter Agreement"). Pursuant to the Letter Agreement, the Sponsor agreed (A) to vote its Founder Shares, any Ordinary Shares underlying the Placement Units and any public shares (other than public shares purchased outside of a redemption offer which may not be voted in favor of approving the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto) in favor of any proposed business combination, (B) not to propose an amendment to the Issuer's Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Issuer's obligation to redeem the public shares if the Issuer has not consummated a business combination within 18 months from the completion of the initial public offering or any other provision relating to shareholders' rights or pre-initial business combination activity, (C) not to redeem any Founder Shares and any shares underlying the Placement Units into the right to receive cash from the Trust Account of the Issuer (as defined in the Insider Letter) in connection with a shareholder vote to approve the Issuer's proposed business combination or a vote to amend the provisions of the Issuer's Amended and Restated Memorandum and Articles of Association relating to shareholders' rights or pre-business combination activity and (D) that the Founder Shares and any Ordinary Shares underlying the Placement Units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Sponsor also agreed that in the event of the liquidation of the Trust Account, it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject as a result of any claim by any vendor or other person who is owed money by the Issuer for services rendered or products sold to or contracted for the Issuer, or by any target business with which the Issuer has discussed entering into a transaction agreement, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account; provided that such indemnity shall not apply if such vendor or prospective target business executes an agreement waiving any claims against the Trust Account.
The description of the Insider Letter contained in this Schedule 13D is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on August 5, 2025, and is incorporated herein by reference as Exhibit 10.1.
Registration Rights Agreement
On August 5, 2025, in connection with the Issuer's initial public offering, the Issuer and Whiteowl Holdings LLC (the "Sponsor") entered into a registration rights agreement, pursuant to which the Sponsor was granted certain demand and "piggyback" registration rights. These rights are subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares offered.
The description of the registration rights agreement contained in this Schedule 13D is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Form 8-K filed by the Issuer with the SEC on August 5, 2025, and is incorporated herein by reference as Exhibit 10.3. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1 (Letter Agreement) and Exhibit 2 (Registration Rights Agreement): both are dated August 5, 2025 and were filed with the Form 8-K filed August 7, 2025.
https://www.sec.gov/Archives/edgar/data/2070900/000182912625005919/quantumsphereacq_ex10-1.htm
https://www.sec.gov/Archives/edgar/data/2070900/000182912625005919/quantumsphereacq_ex10-3.htm
Exhibit 3 (Securities Subscription Agreement/Amendment): dated March 9, 2025, filed with the Form 8-K filed August 14, 2025 (reporting August 7, 2025).
https://www.sec.gov/Archives/edgar/data/2070900/000182912625005919/quantumsphereacq_ex10-5.htm |
