Quantumsphere Acquisition Corp 8-K, filed Sep 2, 2026
Quantumsphere Acquisition Corp (QUMS)
About this 8-K
Quantumsphere Acquisition Corp filed this 8-K on September 2, 2026, reporting on events of September 1, 2026.
Items reported
- Item 1.02: Ended a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02 | Termination of a Material Definitive Agreement |
As previously disclosed, on October 3, 2025, Quantumsphere Acquisition Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omnivate Global Ltd., SACH Pte. Ltd. (“SACH”), QUMS Pubco Ltd. and SACH Merge Sub Ltd.
On September 1, 2026, the Company, QUMS Pubco Ltd. and SACH Merge Sub Ltd. (collectively, the “Purchaser Parties”) delivered written notice to SACH terminating the Merger Agreement pursuant to Section 13.2(a) thereof (the “Termination Notice”). Prior to delivering the Termination Notice, the Purchaser Parties had delivered notice to SACH on July 14, 2026 regarding certain matters under the Merger Agreement and providing the applicable thirty-day period contemplated by the Merger Agreement to address such matters. Following the expiration of such period, the Purchaser Parties elected to terminate the Merger Agreement in accordance with its terms. Accordingly, the transactions contemplated by the Merger Agreement will not be consummated. The Purchaser Parties reserved all rights and remedies available under the Merger Agreement and applicable law.
The foregoing description is qualified in its entirety by reference to the Merger Agreement, previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 9, 2025, and the Termination Notice, filed as Exhibit 10.1 hereto, each of which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 10.1 | Termination Notice, dated September 1, 2026 | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
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 | ||
| By: | /s/ Ping Zhang | |
| Name: | Ping Zhang | |
| Title: | Chief Executive Officer | |
Date: September 1, 2026
2
Exhibit 10.1
Quantumsphere Acquisition Corporation
September 1, 2026
Via email
SACH Pte. Ltd.
Attn: Jonathan Zhang
Email: jonathan@omnivate.co
| cc: | KPMG Law Firm |
Attn: Lawrence Ong, Executive Consultant
Email: lawrenceong@kpmg.com.tw
| Re: | Termination of Agreement and Plan of Merger dated October 3, 2025 |
Dear Mr. Zhang:
This letter will serve as notice that each of Quantumsphere Acquisition Corporation, QUMS Pubco Ltd., and SACH Merge Sub Ltd. (the “Purchaser Parties”) hereby terminate the Agreement and Plan of Merger dated October 3, 2025 (the “Merger Agreement”) pursuant to Section 13.2(a) of the Merger Agreement. Following the Notice of Default given to SACH Pte. Ltd. (the “Company”) on July 14, 2026, the Company has failed to cure the defaults under the Merger Agreement identified therein within the requisite thirty (30) day period. The Purchaser Parties reserve all rights to seek recovery of damages, costs, expenses, and to seek other legal and equitable relief available under the Merger Agreement and applicable law.
Quantumsphere Acquisition Corporation
| By: | /s/ Ping Zhang | |
| Ping Zhang | ||
| Chief Executive Officer |
Exhibit 99.1
Quantumsphere Acquisition Corporation Announces Termination of the Agreement and Plan of Merger with SACH Pte.Ltd.
NEW YORK, September 1, 2026 – Quantumsphere Acquisition Corporation (Nasdaq: QUMS) (the “Company”) announced today that the Company, QUMS Pubco Ltd. and SACH Merge Sub Ltd. (collectively, the “Purchaser Parties”) have terminated the Agreement and Plan of Merger, dated October 3, 2025 (the “Merger Agreement”), with Omnivate Global Ltd. and SACH Pte. Ltd. (“SACH”).
On September 1, 2026, the Purchaser Parties delivered written notice to SACH terminating the Merger Agreement pursuant to Section 13.2(a) thereof. Prior to delivering the Termination Notice, the Purchaser Parties had delivered notice to SACH on July 14, 2026 regarding certain matters under the Merger Agreement and providing the applicable thirty-day period contemplated by the Merger Agreement to address such matters. Following the expiration of such period, the Purchaser Parties elected to terminate the Merger Agreement in accordance with its terms. Accordingly, the transactions contemplated by the Merger Agreement will not be consummated. The Purchaser Parties have reserved all rights and remedies available under the Merger Agreement and applicable law.
The Company intends to continue evaluating opportunities to complete an initial business combination.
About Quantumsphere Acquisition Corporation
Quantumsphere Acquisition Corporation is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by applicable law.
Contact
Ping Zhang
Chief Executive Officer
Email: pzhang@quantumsphere.com
Tel: (212) 574-4425