8-K
Quantumsphere Acquisition Corp (QUMS)
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): January 13, 2026
Quantumsphere Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42787 | 00-0000000N/A |
|---|---|---|
| (State or other jurisdiction <br>of incorporation) | (Commission<br>File Number) | (IRS Employer <br>Identification No.) |
| 1185 Avenue of the Americas, Suite 304<br><br> <br>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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
|---|
On January 13, 2026, SACH Pte. Ltd., the Company’s target in its previously announced business combination, entered into a subscription agreement with Cypress Innovations Limited, pursuant to which Cypress Innovations Limited agreed to purchase 2,055 ordinary shares of SACH Pte. Ltd. at a purchase price of $973.16 per share, for aggregate gross proceeds of $2,000,000.
On January 13, 2026, SACH Pte. Ltd. also entered into a separate subscription agreement with an individual investor, pursuant to which such investor agreed to purchase 103 ordinary shares of SACH Pte. Ltd. at a purchase price of $973.16 per share, for aggregate gross proceeds of $100,000.
The subscription agreements were entered into in connection with SACH Pte. Ltd.’s ongoing financing activities in anticipation of the consummation of the previously announced business combination.
No securities of Quantumsphere Acquisition Corporation were issued in connection with either transaction.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 10.1 | Subscription Agreement, dated January 13, 2026, by and between SACH Pte. Ltd. and Cypress Innovations Limited |
| 10.2 | Subscription Agreement, dated January 13, 2026, by and between SACH Pte. Ltd. and Tan Cheng Siong |
| 104 | Cover Page Interactive Data File (embedded<br> within the Inline XBRL document) |
1
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: January 23, 2026 | By: | /s/ Ping Zhang |
| Name: | Ping Zhang | |
| Title: | Chief Executive Officer |
2
Exhibit 10.1
SUBSCRIPTION AGREEMENT
This Subscription Agreement is made on 13 January 2026.
Between:
(1) Cypress Innovations Limited. (Company Registration Number: 2180602), with address at Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands (“Investor”); and
(2) SACH Pte. Ltd., a company incorporated in Singapore (Company Registration Number: 202139518G) with registered address at 1093 Lower Delta Road #07-01/02 Singapore 169204 (“Company”).
1. Subscription for Shares
1.1 The Investor agrees to subscribe, and the Company agrees to allot and issue to the Investor, 2,055 ordinary shares (the “Share”or “Shares”) in the capital of the Company at the subscription price of USD 973.16 per Share, for an aggregate consideration of USD2,000,000 (the “Subscription Amount”). This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement and the Term Sheet executed on 17 September 2025.
1.2 The Shares shall be fully paid and rank pari-passu in all respects with the existing ordinary shares in the Company.
2. Payment and Completion
2.1 The Investor has remitted the full Subscription Amount to the Company’s designated bank account, which was duly received by the Company on 16 October 2025. The payments were made in several tranches as follows:
| ● | 7 October 2025 - USD 1,000,000 |
|---|---|
| ● | 14 October 2025 - USD 380,000 |
| --- | --- |
| ● | 15 October 2025 - USD 380,000 |
| --- | --- |
| ● | 16 October 2025 - USD 240,000 |
| --- | --- |
All payments were received from Ms. Chen Xiaochen, the Company’s Director and Shareholder, on behalf of Cypress Innovations Limited.
2.2 Upon receipt of payment and the execution of this Subscription Agreement and the Shareholders’ Agreement mentioned in Clause 3.1, the Company shall:
| a. | issue the Shares to the Investor; |
|---|---|
| b. | update the register of members to reflect the Investor’s ownership; |
| --- | --- |
| c. | deliver a share certificate for the Shares; and |
| --- | --- |
| d. | file the necessary returns with ACRA. |
| --- | --- |
3. Shareholders’ Agreement
3.1 This Subscription Agreement is entered into pursuant to and in accordance with the terms of the Shareholders’ Agreement dated entered into between the Company, the Investor, and other shareholders (the “Shareholders’ Agreement”).
3.2 The Investor agrees to be bound by the Shareholders’ Agreement as if it were an original signatory, and other required documentation accordingly.
4. Warranties
4.1 The Company warrants that:
| a. | it has the corporate authority to issue the Shares to the Investor; |
|---|---|
| b. | the Shares when issued shall be free from any lien, charge, or encumbrance; |
| --- | --- |
| c. | the Shareholders’ Agreement is valid and in full force. |
| --- | --- |
4.2 The Investor warrants that it has the power and authority to enter into and perform this Agreement.
5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Singapore. The parties submit to the exclusive jurisdiction of the Singapore courts.
Signed for and on behalf of the Company:
| /s/ Jonathan Zhang | |
|---|---|
| Name: | Jonathan Zhang |
| Designation: | CEO & Executive Director |
Signed by the Investor:
| /s/ Chen Xiaochen | |
|---|---|
| Name: | Chen Xiaochen |
| Designation (for Corporate): Director |
Exhibit 10.2
SUBSCRIPTION AGREEMENT
This Subscription Agreement is made on 13 January 2026.
Between:
(1) TAN CHENG SIONG (CHEN QINGXIONG) (NRIC Number: S7239649I) with address at 18 PAVILION RISE SINGAPORE 658653 (“Investor”); and
(2) SACH Pte. Ltd., a company incorporated in Singapore (Company Registration Number: 202139518G) with registered address at 1093 Lower Delta Road #07-01/02 Singapore 169204 (“Company”).
1. Subscription for Shares
1.1 The Investor agrees to subscribe, and the Company agrees to allot and issue to the Investor, 103 ordinary shares (the “Share” or “Shares”) in the capital of the Company at the subscription price of USD 973.16 per Share, for an aggregate consideration of USD 100,000 (the “Subscription Amount”). This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement and the Term Sheet executed on 3 October 2025.
1.2 The Shares shall be fully paid and rank pari-passu in all respects with the existing ordinary shares in the Company.
2. Payment and Completion
2.1 The Investor has paid the full Subscription Amount to the Company’s designated Wallet Address TRC: TVP3yxn4C6H2JBNsSx4qvPFnV47C93y3Y2, which was received by the Company on 02/01/2026. The payments were made in several tranches as follows:
| ● | 31/12/2025 - received 0.01 USDT |
|---|---|
| ● | 2/1/2026 - received 99,999 USDT |
| --- | --- |
| ● | 2/1/2026 - received 0.99 USDT |
| --- | --- |
2.2 Upon receipt of payment and the execution of this Subscription Agreement and the Shareholders’ Agreement mentioned in Clause 3.1, the Company shall:
| a. | issue the Shares to the Investor; |
|---|---|
| b. | update the register of members to reflect the Investor’s ownership; |
| --- | --- |
| c. | deliver a share certificate for the Shares; and |
| --- | --- |
| d. | file the necessary returns with ACRA. |
| --- | --- |
3. Shareholders’ Agreement
3.1 This Subscription Agreement is entered into pursuant to and in accordance with the terms of the Shareholders’ Agreement dated entered into between the Company, the Investor, and other shareholders (the “Shareholders’ Agreement”).
3.2 The Investor agrees to be bound by the Shareholders’ Agreement as if it were an original signatory, and other required documentation accordingly.
4. Warranties
4.1 The Company warrants that:
| a. | it has the corporate authority to issue the Shares to the Investor; |
|---|---|
| b. | the Shares when issued shall be free from any lien, charge, or encumbrance; |
| --- | --- |
| c. | the Shareholders’ Agreement is valid and in full force. |
| --- | --- |
4.2 The Investor warrants that it has the power and authority to enter into and perform this Agreement.
5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Singapore. The parties submit to the exclusive jurisdiction of the Singapore courts.
Signed for and on behalf of the Company:
| /s/ Jonathan Zhang | |
|---|---|
| Name: | Jonathan Zhang |
| Designation: | CEO & Executive Director |
Signed by the Investor:
| /s/ TAN CHENG SIONG (CHEN QINGXIONG) | |
|---|---|
| Name: | TAN CHENG SIONG (CHEN QINGXIONG) |