Quantumsphere Acquisition Corp 10-Q for FY2026 Q2
Quantumsphere Acquisition Corp (QUMS)
About this 10-Q
Quantumsphere Acquisition Corp filed this 10-Q on November 14, 2025, covering the quarter ended September 30, 2025 (FY2026 Q2).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $90.32K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Tel:
(Issuer’s telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
As of November 14, 2025, Ordinary Shares, including Ordinary Shares underlying the units, par value $0.0001 per share, were issued and outstanding.
Quantumsphere Acquisition Corporation
FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
QUANTUMSPHERE ACQUISITION CORPORATION
CONDENSED BALANCE SHEETS
| September 30, 2025 |
March 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Other receivable | ||||||||
| Advance – related party | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Deferred offering costs | ||||||||
| Investments held in Trust Account | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity | ||||||||
| Current Liabilities | ||||||||
| Accrued expenses | $ | $ | ||||||
| Promissory note – related party | ||||||||
| Total Current Liabilities | ||||||||
| Deferred underwriting fee payable | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies – see Note 6 | ||||||||
| Ordinary shares subject to possible redemption, shares and shares at redemption value of $ and $ per share as of September 30, 2025 and March 31, 2025, respectively | ||||||||
| Shareholders’ (Deficit) Equity | ||||||||
| Ordinary shares, $ par value; shares authorized; 3,126,650 shares and shares issued and outstanding(1) as of September 30, 2025 and March 31, 2025, respectively (excluding 8,280,000 shares subject to possible redemption) | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total Shareholders’ (Deficit) Equity | ( |
) | ||||||
| Total Liabilities, Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity | $ | $ | ||||||
| (1) |
|
| 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 shares were subject to forfeiture. |
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
QUANTUMSPHERE ACQUISITION CORPORATION
UNAUDITED CONDENSED STATEMENT OF OPERATIONS
| For the Three Months Ended September 30, 2025 |
For the Period from July 23, 2024 (Inception) to September 30, 2024 |
For the Six Months Ended September 30, 2025 |
||||||||||
| General and administrative expenses | $ | $ | $ | |||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ||||||
| Other income: | ||||||||||||
| Interest income | ||||||||||||
| Interest earned on investments held in Trust Account | ||||||||||||
| Total other income | ||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||
| Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption | ||||||||||||
| Basic and diluted net income per share, ordinary shares subject to possible redemption | $ | ( |
) | $ | $ | ( |
) | |||||
| Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares(1) | ||||||||||||
| Basic and diluted net income per share, non-redeemable ordinary shares | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||
| (1) |
|
| 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 shares were subject to forfeiture. |
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
QUANTUMSPHERE ACQUISITION CORPORATION
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 2025
| Additional | Total Shareholders’ |
|||||||||||||||||||
| Ordinary Shares | Paid-in | Accumulated | Equity | |||||||||||||||||
| Shares(1) | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance – March 31, 2025 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||
| Balance – June 30, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Issuance of Private Placement Units | ||||||||||||||||||||
| Issuance of Public Rights net of issuance costs | - | |||||||||||||||||||
| Remeasurement of carrying value to redemption value | - | ( |
) | ( |
) | |||||||||||||||
| Accretion of additional paid-in capital to accumulated deficit | - | ( |
) | |||||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||
| Balance – September 30, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
FOR THE PERIOD FROM JULY 23, 2024 (INCEPTION) TO SEPTEMBER 30, 2024
| Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholder’s | |||||||||||||||||
| Shares(1) | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance – July 23, 2024 (Inception) | $ | $ | $ | $ | ||||||||||||||||
| Founder shares issued to the Sponsor(1) | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance – September 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| (1) |
|
| 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 shares were subject to forfeiture. |
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
QUANTUMSPHERE ACQUISITION CORPORATION
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
| For the Six Months Ended September 30, 2025 |
For the Period from July 23, 2024 (Inception) to September 30, 2024 |
|||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Interest earned on investments held in Trust Account | ( |
) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ||||||||
| Other receivable | ( |
) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purchase of investments held in Trust Account | ( |
) | ||||||
| Net cash used in investing activities | ( |
) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from sale of public units | ||||||||
| Proceeds from sale of Private Placements units | ||||||||
| Payment of underwriter fees | ( |
) | ||||||
| Proceeds from issuance of founder shares to Sponsor | ||||||||
| Repayment of promissory note - related party | ( |
) | ||||||
| Proceeds from promissory note- related party | ||||||||
| Advance - related party | ( |
) | ||||||
| Payment of offering costs | ( |
) | ( |
) | ||||
| Net cash provided by financing activities | ||||||||
| Net Changes in Cash | ||||||||
| Cash - Beginning of period | ||||||||
| Cash - End of period | $ | $ | ||||||
| Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
| Accretion of additional paid in capital to accumulated deficit | $ | $ | ||||||
| Remeasurement of carrying value to redemption value | $ | $ | ||||||
| Deferred underwriting fee payable | $ | $ | ||||||
| Prior year deferred offering cost charged to additional paid-in capital | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
4
QUANTUMSPHERE ACQUISITION CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1 — Organization, Business Operations
Quantumsphere Acquisition Corporation (the “Company” or “Quantumsphere”) is a blank check company incorporated under the laws of the Cayman Islands with limited liability on July 23, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2025, the Company had not commenced any operations. For the period from July 23, 2024 (inception) through September 30, 2025, the Company’s efforts have been limited to organizational activities as well as activities related to completing the initial public offering (“IPO”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private Placement Units (as defined below). The Company has selected March 31 as its fiscal year end.
The Company’s sponsor is Whiteowl Holdings LLC (the “Sponsor”), a Delaware limited liability company.
The registration statement for the IPO was declared effective on August 5, 2025. On August 7, 2025, the Company consummated its IPO of units (the “Public Units”), including the full exercise of the over-allotment option of Units granted to the underwriters. The Public Units were sold at an offering price of $ per unit generating gross proceeds of $
Transaction costs amounted to $
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least
Upon the closing of the IPO, management has agreed that at least $ per public share underlying Units sold in the IPO will be held into a U.S.-based trust account (“Trust Account”). The funds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and which invest solely in U.S. Treasuries. The Trust Fund will be deposited into the Trust Account in the U.S. to be released only in the event of either: (i) the consummation of a Business Combination or (ii) the Company’s failure to complete a Business Combination within the applicable period of time.
5
The Company will provide its holders of the outstanding Public Shares (the “Public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). The Public Shares subject to redemption was recorded at a redemption value and classified as temporary equity upon the completion of the IPO on August 7, 2025 in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
If the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Shareholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), and any Public Shares purchased during or after the IPO (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 approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a shareholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Initial Shareholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The Company have 18 months from the consummation of the IPO, or February 6, 2027, to consummate its initial business combination (“Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
6
The Sponsor and the other Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the other Initial Shareholders acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per public share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
Merger Agreement
On October 3, 2025, Quantumsphere Acquisition Corporation (the “Company” or the “SPAC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Omnivate Global Ltd., a Cayman Islands exempted company (“HoldCo”), SACH Pte. Ltd., a Singapore exempted company (“SACH”), QUMS Pubco Ltd., a Cayman Islands exempted company (“Pubco”) and wholly owned subsidiary of the Company, and SACH Merge Sub Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Pubco (“Merger Sub”). In connection with the proposed business combination described in the Merger Agreement, the Company caused the formation of Pubco and Merger Sub. Each of Pubco and Merger Sub has been duly incorporated as a Cayman Islands exempted company in accordance with the terms of the Merger Agreement.
On the terms and subject to the conditions of the Merger Agreement, the Company will merge with and into Pubco, with Pubco surviving as the publicly listed company (the “SPAC Merger”). Immediately prior to the Acquisition Merger (as defined below), HoldCo will become the direct parent of SACH. Immediately thereafter, Merger Sub will merge with and into HoldCo, with HoldCo surviving as a wholly-owned subsidiary of Pubco (the “Acquisition Merger”). The SPAC Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are collectively referred to as the “Business Combination,” and as a result of the Business Combination, Pubco will continue as a Cayman Islands exempted company, with HoldCo and SACH as its wholly-owned subsidiaries, and Pubco’s ordinary shares are expected to remain listed on the Nasdaq Stock Market LLC.
Under the Merger Agreement, all of the issued
and outstanding shares of SACH will be exchanged for newly issued ordinary shares of Pubco, and no cash consideration will be paid to
SACH shareholders. The transaction values SACH at an equity value of approximately $
Settlement of the SPAC’s Operation and Maintenance Fees
Under the Merger Agreement, SACH and HoldCo agreed
to advance certain operation and maintenance funding to the Sponsor in three loans (“Sponsor Loan”) totaling $
7
The Sponsor may, in its sole discretion, repay any of Sponsor Loan I, Sponsor Loan II, or Sponsor Loan III in cash or in Sponsor Promote Shares valued at $10.00 per share.
Sponsor Loan I and II were
fully funded in the amount of $
Closing Conditions and Termination
The closing of the Business Combination is subject to approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing conditions and the availability of minimum cash proceeds following any redemptions of the Company’s public shares. The Merger Agreement may be terminated by either party under customary circumstances, including failure to consummate the transaction by July 31, 2026 or a material breach of representations, warranties, or covenants.
Sponsor Support Agreement
Whiteowl Holdings LLC, the sponsor of the Company (the “Sponsor”), entered into a Sponsor Support Agreement pursuant to which it agreed to vote its shares of the Company in favor of the Merger Agreement and take certain other actions in support of the transaction.
Company Shareholder Support Agreement
Certain shareholders of SACH entered into a Company Shareholder Support Agreement, dated October 3, 2025, pursuant to which they agreed, among other things, to vote all of their SACH shares in favor of the Merger Agreement and the transactions contemplated thereby, to appear for purposes of establishing a quorum at any applicable shareholder meetings, and to comply with specified transfer restrictions prior to the closing of the Business Combination. The agreement also contains customary covenants relating to non-transfer, non-solicitation, support of the Transaction Documents and cooperation in connection with regulatory and shareholder approval processes.
Lock-Up Agreements
Pubco, the Sponsor, certain HoldCo shareholders, and other key holders entered into Lock-Up Agreements restricting the transfer of certain Pubco ordinary shares for specified periods following the closing of the Business Combination.
Registration Rights Agreement
Pubco, the Sponsor, and certain investors entered into a Registration Rights Agreement providing such investors with customary demand and piggyback registration rights with respect to Pubco ordinary shares received in the Business Combination.
Settlement of the SPAC’s Operation and Maintenance Fees
Under the Merger Agreement,
SACH and HoldCo agreed to advance certain operation and maintenance funding to the Sponsor in three loans (“Sponsor Loan”)
totaling $
The Sponsor may, in its sole discretion, repay any of Sponsor Loan I, Sponsor Loan II, or Sponsor Loan III in cash or in Sponsor Promote Shares valued at $10.00 per share.
Sponsor Loan I and II were fully funded in the
amount of $
8
Going Concern Consideration
As of June 30, 2025, the Company had $
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. They should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on August 14, 2025. The interim results for the three months and six months ended September 30, 2025 are not necessarily indicative of the results that may be expected through March 31, 2026 or for any future periods.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
9
Use of Estimates
In preparing these unaudited condensed financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
| ● | Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. |
| ● | Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. |
| ● | Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
10
Offering Costs
The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Total offering costs were $
The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity. At all other times, ordinary shares will be classified as stockholders’ equity. In accordance with ASC 480-10-S99, the Company classifies the ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the ordinary shares (valued at $10 per share) sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The initial accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). Accordingly, as of September 30, 2025, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
As of September 30, 2025, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:
| Schedule of ordinary shares subject to redemption | ||||||||
| Shares | Amount | |||||||
| Gross proceeds from IPO | $ | |||||||
| Less: | ||||||||
| Proceeds allocated to Public Rights | - | ( |
) | |||||
| Allocation of offering costs related to redeemable shares | - | ( |
) | |||||
| Plus: | ||||||||
| Remeasurement of carrying value to redemption value | - | |||||||
| Ordinary shares subject to possible redemption – September 30, 2025 | $ | |||||||
Net loss per ordinary share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of shares of ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Notes 5). As of September 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented.
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The net loss per share presented in the unaudited condensed consolidated statements of operations is based on the following:
| Schedule of net loss per share | ||||||||||||
| Three Months Ended September 30, 2025 |
For the Period from July 23, 2024 (Inception) to September 30, 2024 |
Six Months Ended September 30, 2025 |
||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||
| Three Months Ended September 30, 2025 |
For the Period from July 23, 2024 (Inception) to September 30, 2024 |
|||||||||||||||
|
Redeemable Shares |
Non-redeemable Ordinary Shares |
Redeemable Shares |
Non-redeemable Ordinary Shares |
|||||||||||||
| Basic and diluted net loss per ordinary share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||||
| Basic and diluted net loss per ordinary share | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
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| Six
Months Ended September 30, 2025 | ||||||||
Redeemable | Non-redeemable
Ordinary Shares | |||||||
| Basic and diluted net loss per ordinary share | ||||||||
| Numerator: | ||||||||
| Allocation of net loss | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Basic and diluted weighted average shares outstanding | ||||||||
| Basic and diluted net loss per ordinary share | $ | ( | ) | $ | ( | ) | ||
Rights Accounting
The Company accounts for rights as either equity-classified or liability-classified instruments based on an assessment of the right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding.
Income Taxes
The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
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Recent Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU No. 2023-07 as of March 31, 2025.
In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company adopted ASU 2023-09 as of March 31, 2025 and there was no significant impact.
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Note 3 — Initial Public Offering
On August 7, 2025, the Company sold Units (including full over-allotment of units), at a price of $ per Unit. Each Unit consists of one ordinary share, par value $0.0001 per share and one right (the “Public Right”). Each Public Right entitles the holder to purchase one-seventh (1/7) of one ordinary share upon the consummation of the Company’s initial Business Combination. The Company will not issue fractional shares.
Note 4 — Private Placement
Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of Private Units at a price of $ per Private Unit for an aggregate purchase price of $
Each Private Unit consists of one ordinary share (“Private Share”) and one right (“Private Right”). Each Private Right will convert into one-seventh (1/7) of one ordinary share upon the consummation of a Business Combination. The proceeds from the Private Units were added to the proceeds from the IPO which were deposited in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. Private Placement Units and all underlying securities will not be transferable, assignable, or saleable until the completion of a Business Combination, subject to certain exceptions.
Note 5 — Related Party Transactions
Founder Shares
Upon the Company’s initial capitalization, the Sponsor subscribed for ordinary shares of the Company. On March 9, 2025, the Company entered into a subscription agreement with the Sponsor for the purchase of ordinary shares for an aggregated consideration of $
The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial business combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after its initial business combination that results in all of the public shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. The Initial Shareholders also agree not to transfer any ownership interest in, except to permitted transferees, their private placement until at least 30 days following the completion of the business combination.
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Advance — Related Party
Prior to the closing of the IPO, the Company provided
$
Promissory Note — Related Party
On March 9, 2025 and July 22, 2025, the Sponsor agreed to loan the Company an aggregate amount of $
Administrative Services Agreement
The Company entered into an Administrative
Services Agreement with the Sponsor on August 5, 2025, commencing on the effective date of the registration statement of the
initial public offering through the earlier of the consummation by the Company of an initial business combination or the
Company’s liquidation, to pay the Sponsor a total of $
Working Capital Loans
In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors, or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. If the Company completes the initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $
As of September 30, 2025 and March 31, 2025, the Company had
Note 6 — Commitments and Contingencies
Risks and Uncertainties
Various social and political circumstances in the U.S. and around the world (including rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide.
As a result of these circumstances and the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and potential future sanctions on the world economy and the specific impact on the Company’s financial position, results of operations or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Registration Rights
The holders of the Founder Shares issued and outstanding as of August 7, 2025, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of ordinary shares issuable upon conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the registration statement. The holders of a majority of these securities are entitled to make demands that the Company register such securities. Both the holders of the Founder Shares and the holders of the private units as well as shares issued in payment of working capital loans made to the Company, if applicable, will have the ability to elect to exercise these registration rights at any time after the consummation of an initial business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company has granted SPAC Advisory Partners (“SAP”), the representative of the underwriters, a 45-day option from the date of the registration statement to purchase up to additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter fully excised its over-allotment option on August 7, 2025.
The underwriter is entitled to a cash underwriting discount of 0.71% of the gross proceeds of the IPO, or $
Right of First Refusal
The Company has granted SAP a right of first refusal for a period commencing from the consummation of the IPO until the earlier of (i) 10 months after the consummation of the initial business combination (or the liquidation of the Trust Account in the event that the Company fails to consummate its initial business combination within the prescribed time period) or (ii) 36 months after the consummation of the IPO in accordance with FINRA Rule 5110(g)(6)(A) to act as lead financial advisor, capital markets advisor, underwriter and/or private placement agent in connection with any initial business combination or in connection with any financing that occurs between the closing of the IPO and the date that is the earlier of (i) 10 months after the closing of the initial business combination or (ii) 36 months after the consummation of the IPO.
Finder’s Fee Agreement
On August 8, 2025, the Company entered into a Finder’s Engagement Agreement with Aspira Capital Consulting LTD (the “Finder”), pursuant to which the Finder has been engaged on a nonexclusive basis to introduce potential target businesses to the Company in connection with a potential initial business combination. Under the terms of the agreement, the Company agreed to pay the Finder a one-time non-refundable retainer fee of $
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Note 7 — Shareholder’s Deficit
Ordinary shares — The Company is authorized to issue up to ordinary shares, par value $ per share. Holders of ordinary shares are entitled to one vote for each share held on all matters to be voted on by the shareholders, except as required by law. Upon the Company’s initial capitalization, the Sponsor subscribed for ordinary shares of the Company. On March 9, 2025, the Company entered into a subscription agreement with the Sponsor for the purchase of ordinary shares for an aggregated consideration of $
Rights — Each holder of a right will receive one-seventh (1/7) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per ordinary share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares basis and each holder of a right will be required to affirmatively covert its rights in order to receive one share underlying each right (without paying additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company).
If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.
Note 8 — Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the accompanying financial statements.
The Company’s chief operating decision maker has been identified as the Chairman, Chief Executive Officer and Chief Financial Officer (“CODM”), who reviews the assets, operating results and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment. The CODM reviews the position of total assets available to assess if the Company has sufficient resources available to discharge its liabilities.
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When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
| Schedule of of segment information | ||||||||||||
| For the Three Months Ended September 30, 2025 |
For the Period from July 23, 2024 (Inception) to September 30, 2024 |
For the Six Months Ended September 30, 2025 |
||||||||||
| General and administrative expenses | $ | $ | $ | |||||||||
| Interest earned on investments held in Trust Account | $ | $ | $ | |||||||||
The key measure of segment profit or loss reviewed by our CODM is formation and operating costs. Formation and operating costs include accounting expenses, printing expenses, and regulatory filing fees, none of which are deemed to be significant segment expenses, and are reviewed in aggregate to ensure alignment with budget and contractual obligations. These expenses are monitored to manage and forecast cash available to complete a business combination within the required period.
Note 9 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based on its review, management did not identify any subsequent events, other than the Sponsor Loan fundings described below and the Merger Agreement and related agreements discussed in Note 1, that would require adjustment to, or additional disclosure of, the accompanying financial statements.
On Sponsor Loan I and
II were fully funded in the amount of $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to the “Company,” “our,” “us” or “we” refer to Quantumsphere Acquisition Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.
Recent Developments
On August 7, 2025, the Company consummated its initial public offering (“IPO”) of 8,280,000 units (the “Public Units”), including the full exercise of the underwriter’s over-allotment option for 1,080,000 additional Units, at a price of $10.00 per Unit, generating gross proceeds of $82,800,000. Simultaneously with the IPO, the Company completed a private placement with its sponsor, Whiteowl Holdings LLC, of 228,650 private units at $10.00 per unit, generating additional gross proceeds of $2,286,500. A total of $82,800,000 of the net proceeds from the IPO and private placement was deposited into a trust account for the benefit of the Company’s public shareholders.
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On August 8, 2025, the Company entered into a finder’s agreement with Aspira Capital Consulting LTD (“Aspira”) pursuant to which the Company agreed to pay Aspira (i) a one-time, non-refundable retainer fee of $300,000, (ii) a success fee of $3,500,000 payable upon the closing of a qualifying transaction, and (iii) reimbursement for reasonable out-of-pocket expenses up to $150,000 without prior written approval. The Company acknowledges and agrees that the Finder is not a registered broker-dealer under U.S. securities laws, and is not acting as a broker-dealer in connection with the transaction. As of September 30, 2025, the retainer fee of $300,000 had been paid in full, and there was no outstanding balance.
Merger Agreement
On October 3, 2025, Quantumsphere Acquisition Corporation (the “Company” or the “SPAC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Omnivate Global Ltd., a Cayman Islands exempted company (“HoldCo”), SACH Pte. Ltd., a Singapore exempted company (“SACH”), QUMS Pubco Ltd., a Cayman Islands exempted company (“Pubco”) and wholly owned subsidiary of the Company, and SACH Merge Sub Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Pubco (“Merger Sub”). In connection with the proposed business combination described in the Merger Agreement, the Company caused the formation of Pubco and Merger Sub. Each of Pubco and Merger Sub has been duly incorporated as a Cayman Islands exempted company in accordance with the terms of the Merger Agreement.
On the terms and subject to the conditions of the Merger Agreement, the Company will merge with and into Pubco, with Pubco surviving as the publicly listed company (the “SPAC Merger”). Immediately prior to the Acquisition Merger (as defined below), HoldCo will become the direct parent of SACH. Immediately thereafter, Merger Sub will merge with and into HoldCo, with HoldCo surviving as a wholly-owned subsidiary of Pubco (the “Acquisition Merger”). The SPAC Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are collectively referred to as the “Business Combination,” and as a result of the Business Combination, Pubco will continue as a Cayman Islands exempted company, with HoldCo and SACH as its wholly-owned subsidiaries, and Pubco’s ordinary shares are expected to remain listed on the Nasdaq Stock Market LLC.
Under the Merger Agreement, all of the issued and outstanding shares of SACH will be exchanged for newly issued ordinary shares of Pubco, and no cash consideration will be paid to SACH shareholders. The transaction values SACH at an equity value of approximately $300 million. Upon completion of the Business Combination, the existing shareholders of SACH will receive newly issued ordinary shares of Pubco based on the agreed valuation in the Merger Agreement, and the existing shareholders of the Company (including the Sponsor) will retain their existing equity interests in Pubco following the transaction. The final ownership percentages will depend on the level of redemptions by Quantumsphere’s public shareholders and other transaction adjustments.
Closing Conditions and Termination
The closing of the Business Combination is subject to approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing conditions and the availability of minimum cash proceeds following any redemptions of the Company’s public shares. The Merger Agreement may be terminated by either party under customary circumstances, including failure to consummate the transaction by July 31, 2026 or a material breach of representations, warranties, or covenants.
Sponsor Support Agreement
Whiteowl Holdings LLC, the sponsor of the Company (the “Sponsor”), entered into a Sponsor Support Agreement pursuant to which it agreed to vote its shares of the Company in favor of the Merger Agreement and take certain other actions in support of the transaction.
Lock-Up Agreements
Pubco, the Sponsor, certain HoldCo shareholders, and other key holders entered into Lock-Up Agreements restricting the transfer of certain Pubco ordinary shares for specified periods following the closing of the Business Combination.
Registration Rights Agreement
Pubco, the Sponsor, and certain investors entered into a Registration Rights Agreement providing such investors with customary demand and piggyback registration rights with respect to Pubco ordinary shares received in the Business Combination.
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Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 23, 2024 (inception) through September 30, 2025 were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination.
We expect to generate non-operating income in the form of interest income on marketable securities held after the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.
For the three ended September 30, 2025, we had a net loss of $90,319, which consisted of general and administrative expenses of $596,977, partially offset by interest income of $506,658.
For the six months ended September 30, 2025, we had a net loss of $105,778, which consisted of general and administrative expenses of $612,727, partially offset by interest income of $506,949.
For the period from July 23, 2024 (Inception) to September 30, 2024, we had a net loss of $12,089, all of which consisted of general and administrative expenses.
Liquidity and Capital Resources
On August 7, 2025, we consummated our IPO of 7,200,000 units (the “Units”), at $10.00 per Unit. In connection with the closing of the IPO, the underwriter fully exercised its over-allotment option to purchase 1,080,000 additional Units for an aggregate of 8,280,000 Units sold. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $82,800,000. Simultaneously with the closing of our IPO, we consummated the sale of 228,650 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $2,286,500.
Upon the closing of the IPO and the private placement on August 7, 2025, a total of $82,800,000 from the net proceeds of the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations.
We intend to use substantially all of the net proceeds of the IPO and the private placement, including the funds held in the Trust Account, in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting discounts and commissions payable to the underwriters in the IPO in an amount equal to 4.0% of the total gross proceeds raised in the IPO upon consummation of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.
As of September 30, 2025, we had cash of $444,818 and a working capital of $539,658.
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The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company currently has until February 6, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
Promissory Note — Related Party
On March 9, 2025 and July 22, 2025, the Sponsor agreed to loan the Company up to an aggregate amount of $200,000 and $500,000, respectively, to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Notes”). Prior to the closing of the IPO on August 7, 2025, the Company has an outstanding loan balance of $210,000 under the Promissory Notes. The Promissory Notes are unsecured, interest-free and due on the date on which the Company closes the IPO. The loan balance was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on August 7, 2025.
Administrative Services Agreement
The Company entered into an Administrative Services Agreement with the Sponsor on August 5, 2025, commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation of a business combination or the Company’s liquidation, to pay the Sponsor a total of $15,000 per month for office space and administrative and support services.
Underwriting Agreement
We granted SPAC Advisory Partners (“SAP”), the representative of the underwriters, a 45-day option from the date of IPO, to purchase up to 1,080,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter fully excised its over-allotment option on August 7, 2025.
The underwriters is entitled to a cash underwriting discount of 0.71% of the gross proceeds of the Proposed Public Offering, or $510,000 (or $586,500 if the over-allotment option is exercised in full). In addition, SAP will be entitled to a deferred fee of 4.0% of the gross proceeds of the Proposed Public Offering, or $3,312,000, which will be paid upon the closing of a Business Combination solely from amounts remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation of the initial Business Combination and such deferred fee shall be capped at such amount so remaining in the Trust Account.
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Right of First Refusal
We granted SAP a right of first refusal for a period commencing from the consummation of the IPO until the earlier of (i) 10 months after the consummation of the initial business combination (or the liquidation of the Trust Account in the event that the Company fails to consummate its initial business combination within the prescribed time period) or (ii) 36 months after the consummation of the IPO in accordance with FINRA Rule 5110(g)(6)(A) to act as lead financial advisor, capital markets advisor, underwriter and/or private placement agent in connection with any initial business combination or in connection with any financing that occurs between the closing of the IPO and the date that is the earlier of (i) 10 months after the closing of the initial business combination or (ii) 36 months after the consummation of the IPO.
Finder’s Agreement
On August 8, 2025, the Company entered into a Finder’s Agreement with Aspira Capital Consulting LTD. Pursuant to the Finder’s Agreement, the Company agreed to pay the Finder a one-time, non-refundable retainer fee in the amount of $300,000, payable upon the execution of Finder’s Agreement. The Company also agreed to pay the Finder a success fee in the amount of $3,500,000, payable upon the closing (or closings) of a transaction (as defined in the Finder’s Agreement). In addition, the Company agreed to reimburse the Finder on a monthly basis for all reasonable, actual, and verifiable out-of-pocket expenses incurred in connection with the Finder’s engagement under the agreement, provided that such expenses shall not exceed $150,000 without the Company’s prior written approval. The Company acknowledges and agrees that the Finder is not a registered broker-dealer under U.S. securities laws and is not acting as a broker-dealer in connection with the transaction. The Company acknowledges and agrees that the Finder is not a registered broker-dealer under U.S. securities laws, and is not acting as a broker-dealer in connection with the transaction. As of September 30, 2025, the retainer fee of $300,000 had been paid in full, and there was no outstanding balance.
Critical Accounting Policies and Estimates
The preparation of unaudited financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies and estimates.
Recent Accounting Standards
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU No. 2023-07 as of March 31, 2025.
In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company adopted ASU 2023-09 as of March 31, 2025 and there were no significant impact.
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As of September 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
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JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management including our Chief Executive Officer, Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer carried out an evaluation with the participation of management of the effectiveness of our disclosure controls and procedures as of the end of the quarter ended September 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that that during the period covered by this report, our disclosure controls and procedures were ineffective. The Company lacks adequate control to ensure that it has identified and timely disclosed all agreements that require disclosure for commitment and contingencies in its financial statements.
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Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Internal Controls
A control system, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to make disclosures under this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On August 29, 2024, the Sponsor acquired an aggregate of 2,875,000 founder shares for an aggregate purchase price of $25,000. On March 9, 2025, the Company entered into a subscription agreement with the Sponsor for the purchase of 2,415,000 ordinary shares for an aggregated consideration of $25,000. As a result, the Sponsor surrendered 460,000 ordinary shares for no consideration to the Company for the cancellation on May 6, 2025 and as of that date, held the 2,415,000 founder shares. On August 5, 2025, the Sponsor and the Company entered into the first amendment to the subscription agreement, pursuant to which the number of founder shares was increased to 2,898,000, reflecting a purchase price of approximately $0.0086 per ordinary share. Of these, 378,000 founder shares were subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part. Following the full excercise of the underwriter’s over-allotment option on August 7, 2025, no founder shares are subject to forfeiture. Accordingly, the Sponsor currently holds 2,898,000 founder shares.
On August 7, 2025, the Company consummated its initial public offering (the “IPO”) of 7,200,000 units (the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one right to receive one-seventh (1/7) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $72,000,000. In connection with the closing of the IPO, the underwriter fully exercised its over-allotment option to purchase 1,080,000 additional Units for an aggregate of 8,280,000 Units sold.
Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 228,650 Units (the “Private Placement Units”), each Private Placement Unit consisting of one Ordinary Share and one right, to the Sponsor at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,286,500.
Following the closing of our IPO, an aggregate of $82,800,000 from the net proceeds of the IPO and the sale of the Private Placement Units was held in the Trust Account.
On September 26, 2025, the Company announced that holders of its Units could elect to separately trade the Ordinary Shares and Rights included in the Units, commencing on or about September 30, 2025. The Units, Ordinary Shares, and Rights trade on The Nasdaq Stock Market LLC under the symbols “QUMSU,” “QUMS,” and “QUMSR,” respectively.
Item 3. Defaults Upon Senior Securities.
None.
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Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
(a) On September 26, 2025, the Company issued a press release announcing that holders of its 8,280,000 units sold in its initial public offering may elect to separately trade the ordinary shares and rights included in the units, commencing on or about September 30, 2025. Any units not separated will continue to trade on the Nasdaq Global Market under the symbol “QUMSU,” and the separated ordinary shares and rights trade under the symbols “QUMS” and “QUMSR,” respectively. A copy of the press release was furnished as an exhibit to the Company’s Current Report on Form 8-K filed on September 29, 2025.
(b) On October 10, 2025, the Company filed an Amendment No. 1 to its Current Report on Form 8-K originally filed on August 13, 2025, to include additional disclosure regarding a finder fee agreement dated August 8, 2025, with Aspira Capital Consulting LTD. The amendment did not otherwise modify the information previously reported.
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Item 6. Exhibits
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 14, 2025
| Quantumsphere Acquisition Corporation | ||
| By: | /s/ Ping Zhang | |
| Name: | Ping Zhang | |
| Title: | Chief Executive Officer and Chairwoman | |
| (Principal Executive Officer, Principal Financial and Accounting Officer) | ||
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Exhibit 10.9
Aspira Capital Consulting LTD
Road Town, Tortola VG1110
British Virgin Islands
August 8, 2025
Quantumsphere Acquisition Corporation
1185 Avenue of the Americas, Suite 304
New York, NY 10036
Attention: Ping Zhang, Chief Executive Officer
Finder’s Engagement Agreement
Dear Ping Zhang,
This letter agreement (the “Agreement”) confirms the engagement of Aspira Capital Consulting LTD (the “Finder”) by Quantumsphere Acquisition Corporation (the “Company”), for the purpose of introducing potential target businesses to the Company, on a nonexclusive basis, in connection with a potential merger, capital stock exchange, asset acquisition or other similar business combination transaction by the Company (a “Transaction”), as described in the Company’s final prospectus dated August 7, 2025 (the “Prospectus”).
Section 1. Services. Finder may identify and introduce the Company to one or more potential target businesses. Finder will notify the Company in writing of the name of any such potential target and, in the event the Company has not previously been introduced to such potential target by any third party, the Company will accept that notification, by countersignature or in a written or emailed communication with Finder, upon which acceptance that potential target business will be deemed “approved” by the Company. Approved potential target businesses (each, a “Potential Target”) include without limitation the entities listed on Exhibit A hereto. Exhibit A may be updated from time to time by mutual agreement of Finder and the Company (together, the “Parties”), but regardless of any such updating, each additional Potential Target will be deemed to have been added to Exhibit A upon its approval by the Company.
During the term of Finder’s engagement by the Company, Finder, as appropriate and to the extent requested by the Company, will make initial contacts with each Potential Target to ascertain its interest in a Transaction with the Company (to the extent this was not done prior to the Company’s approval of the Potential Target), and will facilitate preliminary discussions regarding a Transaction between Potential Target and the Company.
Finder will not and does not provide legal, regulatory, tax, accounting, or audit advice. Finder is not being engaged to provide, and will not provide, any due diligence services in connection with any Transaction.
It is understood that the Company is under no obligation to enter into a Transaction and that the Company will be within its rights to decline to initiate or to continue discussions with any Potential Target, or to decline any offer made in connection with a Transaction at any time. The Company acknowledges and agrees that whether it proceeds with a Transaction, with a Potential Target or otherwise, is a decision for which it has sole responsibility, and that it also shall be solely responsible for any other decision it makes regarding a Transaction or a Potential Target.
The Company acknowledges and agrees that the Company’s engagement of Finder pursuant to this Agreement is not intended, and that Finder is not in a position, to achieve or to guarantee the closing of any Transaction or the Company’s achievement of any strategic or financial goal underlying any Transaction.
Finder will not be obligated to spend any specific amount of time in rendering the services to be provided under this Agreement. Finder may choose to have these services rendered by any of its principals, employees, or consultants, as Finder determines in its sole discretion.
Should Finder share with the Company, in connection with Finder’s engagement under this Agreement, any opinion or advice (written or oral), such communication (i) is intended solely for the confidential use of the members of the Board of Directors of the Company and those executive officers of the Company who have active roles in connection with the Transaction, solely in their capacity as such, and solely for purposes relating to the Transaction; (ii) is not intended for disclosure to or for use by any security holder or creditor of the Company; and (iii) shall not confer any right or remedy upon the Company or any other person or entity.
For the avoidance of doubt, Finder shall perform its services in a manner consistent with applicable U.S. securities laws, including those administered by the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA). Finder shall not engage in any activity that would require registration as a broker-dealer under such laws, and shall confine its role strictly to that of a non-registered finder as permitted under relevant regulatory interpretations.
Section 2. Potential Target Information. Finder will not and does not make any representation or warranty concerning the accuracy or completeness of any information provided to the Company, or its representatives or affiliates, (i) by or about the Potential Target or any other potential party to the Transaction, or (ii) by or on behalf of Finder, including without limitation information about the Potential Target’s business, financial condition, forecasts and projections, management, and affiliates (together, “Potential Target Information”).
The Company acknowledges and agrees that Finder, in rendering services under this Agreement, may be using Potential Target Information without any independent evaluation, appraisal or verification thereof; has no obligation to conduct any independent evaluation, appraisal or verification of Potential Target Information; is entitled to assume that all Potential Target Information has been prepared and provided in good faith and reasonably; and does not assume responsibility for the accuracy or the completeness of Potential Target Information.
Section 3. Company Information. The Company will provide Finder and Potential Targets with all information about the Company and its control persons and/or beneficial owners that Finder and the Potential Targets, as the case may be, reasonably may request, including without limitation information about the Company’s business, financial condition, forecasts and projections, management, and affiliates, and all such information as Finder may require in order to satisfy its obligations as a U.S. financial institution under the USA PATRIOT Act and Financial Crimes Enforcement Network regulations; and, further, the Company will provide Finder and Potential Targets reasonable access to the Company’s officers, directors, accountants, and counsel, and will not omit or withhold any material information or access. Finder, in rendering services under this Agreement, may use and rely on such information, discussions with the Company representatives, and other information available from public sources and other sources that Finder deems to be reliable (together, “Company Information”).
The Company represents and warrants to Finder that Company Information, as of the date provided, is and will be true and correct in all material respects; will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; and, to the extent that it includes financial forecasts or projections, has been prepared in good faith, reasonably, and based on the best currently available estimates and judgments of the management of the Company. The Company will notify Finder promptly of any material change or development of which it becomes aware in the business or financial condition of the Company, any Potential Target, or any other potential party to a Transaction, and will amend or supplement the Company Information so that it will not be misleading in any material respect or omit to state any material fact that is required to be stated or that is necessary in order to make the Company Information not misleading.
The Company acknowledges and agrees that Finder, in rendering services under this Agreement, may be using Company Information without any independent evaluation, appraisal or verification; has no obligation to conduct any independent evaluation, appraisal or verification of Company Information; is entitled to assume that all Company Information has been prepared and provided in good faith and reasonably; and does not assume responsibility for the accuracy or the completeness of Company Information.
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Section 4. Fees. The Company shall pay to Finder the following compensation for its services under this Agreement:
(a) Retainer. Upon the execution of this Agreement, the Company shall pay Finder a one-time, non-refundable retainer fee in the amount of $300,000 (three hundred thousand U.S. dollars). The Retainer shall be earned upon receipt and shall not be credited against any other fees payable hereunder.
(b) Success Fee. Upon the closing (or closings) of a Transaction, the Company shall pay to Finder a success fee in the amount of $3,500,000 (three million five hundred thousand U.S. dollars), or such other amount as may be mutually agreed upon in writing by the Parties (the “Success Fee”). The Success Fee shall be payable in cash via wire transfer in accordance with payment instructions to be provided by Finder.
For the avoidance of doubt, the Success Fee is a flat fee and is not calculated as a percentage of the Total Consideration or any other transaction value metric.
For the purposes of this Agreement, “Total Consideration” shall mean the total value of all cash, securities, or other property paid or transferred at the closing (or closings) of a Transaction by the Company and a Potential Target and/or their respective shareholders or creditors or to be paid or transferred in the future to such parties with respect to such Transaction (other than payments of interest or dividends), including, without limitation, any value paid in respect of (i) the assets of the Company or Potential Target, (ii) the capital stock of the Company or Potential Target (and any securities convertible into options, warrants or other rights to acquire such capital stock), and (iii) the assumption, retirement or defeasance, directly or indirectly (by operation of law or otherwise), of any long-term liability of the Company or Potential Target or repayment of indebtedness, including, without limitation, indebtedness secured by the assets of the Company or Potential Target, capital leases or preferred stock obligations.
If all or a portion of Total Consideration consists of non-cash consideration consisting of common stock, options, warrants or rights for which a public trading market existed prior to consummation of the Transaction, then the value of such securities shall be determined by the closing or last sales price thereof two business days prior to the record date for the special meeting of shareholders to approve the Transaction. If all or a portion of the Total Consideration is other than cash and securities for which there is a public trading market, then the value of such other consideration shall be the fair market value thereof on the date the Transaction is consummated as mutually agreed upon in good faith by the Company and Finder. If all or a portion of the Total Consideration includes future payments, whether or not in escrow, then the Company shall pay Finder an additional cash fee, determined in accordance with this Section 4, when, and if such payments are paid.
The Company shall reimburse Finder on a monthly basis for all reasonable, actual and verifiable out-of-pocket expenses (including Finder’s legal counsel and other professional advisor fees, travel expenses, and document production costs) arising in connection with Finder’s engagement under this Agreement; provided, however, that such expenses in the aggregate shall not exceed $150,000 without the Company’s prior written approval, which approval is not to be unreasonably withheld. Finder shall provide detailed monthly summaries of expenses for which reimbursement is requested by Finder, and will submit invoices for those expenses to the Company, which will pay those invoices within thirty (30) days of receipt.
The Parties further acknowledge and agree that Finder is not a registered broker-dealer under U.S. securities laws, nor is Finder acting as a broker-dealer in connection with the Transaction. Finder shall not engage in any activities that would require broker-dealer registration, including but not limited to the solicitation of investors or the execution of securities transactions. All services performed by Finder hereunder shall be structured and conducted in accordance with applicable SEC and FINRA regulatory guidance to ensure full compliance with broker-dealer registration exemptions.
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Section 5. Obligations in Connection with Transaction. In connection with any Transaction involving an approved Potential Target, the Company shall (i) retain a firm to prepare a report and provide an opinion concerning the fairness, from a financial point of view, of the Transaction to the Company and its unaffiliated shareholders based upon, among other things, a financial review of the Potential Target and its business and operations, (ii) engage an investigative search firm to conduct an investigation of the directors and executive officers of the Potential Target and provide copies of the search reports to Finder and its legal counsel, (iii) require counsel to the Company and the Potential Target of such Transaction to provide negative assurance letters to Finder as of the consummation of the Transaction in form and substance reasonably satisfactory to Finder, (iv) require the accounting firm or firms that have audited any financial statements set forth in any disclosure document relating to such Transaction to provide “comfort letters” to Finder pursuant to AU 634 of the Public Company Accounting Oversight Board as of the effectiveness of any such disclosure document that was filed with, and declared effective by, the Securities and Exchange Commission, and as of the consummation of the Transaction and (v) take any other actions reasonably requested by Finder.
Section 6. Indemnification of Finder. The Company will defend, indemnify and hold harmless Finder and each other Indemnified Party (as defined in the indemnification provisions annexed to this Agreement as Exhibit B (the “Indemnification Provisions”)), from and against any and all losses, claims, damages, and liabilities, related to, arising out of, or in connection with Finder’s engagement under this Agreement, Finder’s performance of any service in connection with the Agreement, or any Transaction, except to the extent that any such loss, claim, damage, or liability is found by a court of competent jurisdiction in a final, non-appealable judgment to have resulted primarily from such Indemnified Party’s gross negligence, bad faith or willful misconduct; and otherwise will indemnify the Indemnified Parties in accordance with the Indemnification Provisions, which are incorporated by reference herein.
Section 7. Termination of Engagement. Finder’s engagement under this Agreement may be terminated by either the Company or Finder at any time, with or without cause, upon written advice to that effect by one Party to the other Party; provided, however, that notwithstanding any such termination, Finder will be entitled to its full fee under Section 4 hereof in the event that at any time prior to the expiration of 12 months after termination, the Company consummates a Transaction, or enters into a letter of intent or a definitive agreement to consummate a Transaction, which Transaction is thereafter consummated, with (a) any Potential Target, (b) any other party that was identified or introduced by Finder to the Company during the term of this Agreement, or (c) any other party with respect to which Finder assisted the Company in any way in accomplishing a Transaction during the term of this Agreement, including without limitation by participating in any discussion regarding a Transaction during the term of this Agreement. The termination of this Agreement will not terminate the provisions of Sections 2 through 11 hereof or the Indemnification Provisions, each of which will remain operative regardless of any termination of this Agreement.
Section 8. Confidentiality. In connection with this Agreement, Finder will provide to the Company the names and contact information of certain representatives of Potential Targets, all of which is confidential information of Finder. The Company will not use any of this confidential information for any purpose other than as contemplated by this Agreement and will treat the information as confidential as long as the information otherwise remains non-public. Except as otherwise required by law or regulatory authority or as contemplated by this Agreement, the Company will not disclose this confidential information to any third party without the consent of Finder.
The Company will keep confidential the terms of this Agreement and any advice, opinion, report, materials, or other information provided to the Company by Finder under this Agreement. The Company shall not disclose this confidential information to any third party (other than to the Company’s counsel and other advisors, on a confidential basis), or otherwise publicly refer to it, except with the prior written consent of Finder.
The Company acknowledges and agrees that Finder and its affiliates, in the ordinary course, may have received, and may receive, information from third parties that could be relevant to Finder’s engagement under this Agreement, but that is nevertheless subject to a contractual, equitable or statutory obligation of confidentiality, and that Finder is under no obligation to disclose, directly or indirectly, any such information or the fact that Finder is in possession of such information.
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Section 9. Public Announcements. Finder may, at its option and expense and after public announcement of the Transaction, place announcements and advertisements or otherwise publicize the Transaction and Finder’s role in it, which public disclosures may include, without limitation, the reproduction of the Company’s logo and a hyperlink to the Company’s website on Finder’s website, and announcements or advertisements in such financial and other newspapers and journals as Finder may choose. The Company, if requested by Finder, will include a mutually acceptable reference to Finder in any press release or other public announcement made by the Company regarding the Transaction and the matters described in this Agreement.
Section 10. Successors and Assigns. The benefits of this Agreement shall inure to the Parties’, and the Indemnified Parties’ (as that term is defined in the Indemnification Provisions) respective successors and assigns, and the obligations and liabilities assumed in this Agreement by the Parties and the Indemnifying Parties (as that term is defined in the Indemnification Provisions) shall be binding upon their respective successors and assigns; provided, however, that the rights and obligations under this Agreement of either Party may not be assigned without the prior written consent of the other Party, and any purported assignment that does not comply with this provision shall be null and void.
Section 11. Miscellaneous.
(a) This Agreement and all rights, obligations and remedies hereunder, and the validity thereof, will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein, without regard to conflicts of law principles that would result in the application of any law other than the law of the State of New York.
(b) If any dispute arises between the Parties relating to, arising out of, or in connection with this Agreement or the breach, termination, enforcement, interpretation, validity, or any provision thereof, the Parties shall attempt to resolve that dispute through good faith negotiation for a period of thirty (30) days prior to either Party instituting any legal proceedings with respect to such dispute. Should the dispute not be resolved through those good faith efforts, any claim, counterclaim, or defense relating to, arising out of, or in connection with any such dispute, including a dispute relating to the scope or applicability of this agreement to arbitrate, shall be determined exclusively through confidential binding arbitration in New York, New York before an arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any federal or state court in New York, New York.
(c) Any notice, demand, request, or communication that any Party gives or causes to be given under or in connection with this Agreement will be in writing and will be sent by Federal Express and/or email transmission using the addresses set forth below. Any Party may change its address by notifying the other Party of the change of address in writing.
(i) Notices to Finder will be delivered to Aspira Capital Consulting LTD, Asia Leading Chambers, Road Town, Tortola VG1110, British Virgin Islands
(ii) Notices to the Company will be delivered to 1185 Avenue of the Americas, Suite 304, New York, NY 10036.
(d) Nothing in this Agreement, express or implied, is intended to confer or does confer on any person or entity (including security holders, employees or creditors of the Company) other than the Parties and their respective successors and assigns, and, to the extent expressly set forth in the Indemnification Provisions, the Indemnified Parties (as defined in the Indemnification Provisions), any right or remedy under or by reason of this Agreement or as a result of the services to be rendered by Finder under this Agreement. The Company acknowledges and agrees that Finder is acting under this Agreement as an independent contractor with duties solely to the Company; that Finder is not acting as an agent of the Company or its security holders, employees or creditors or in a fiduciary capacity with respect to the Company or its security holders, employees or creditors; and that Finder is not assuming any duties or obligations other than those expressly set forth in this Agreement. Nothing contained in this Agreement shall be construed as creating, or be deemed to create, any agency, joint venture, or partnership.
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(e) Finder has read the Prospectus and understands that the Company has established the trust account described in the Prospectus, initially in an amount of $82.8 million, for the benefit of the public shareholders and the underwriters of the Company’s initial public offering (the “Underwriters”), and that, except for certain exceptions described in the Prospectus, the Company may disburse monies from the trust account only: (i) to the public stockholders in the event of the conversion of their shares or the liquidation of the Company; or (ii) to the Company and the Underwriters after consummation of a Transaction, as described in the Prospectus. Finder will not have any right, title, interest or claim of any kind in or to any monies in the trust account (a “Claim”); waives any Claim it may have in the future as a result of, or arising out of, any negotiation, contract or agreement with the Company; and will not seek recourse against the trust account for any reason whatsoever.
(f) The Company acknowledges that Finder and its affiliates may in the past have had, and may currently or in the future have, investment banking, investment management, financial advisory or other relationships with the Company and its officers, directors and affiliates, potential parties to a Transaction and their officers, directors and affiliates, or persons that are competitors, customers or suppliers of (or have other relationships with) the Company or its affiliates or potential parties to a Transaction or their affiliates, from which relationships conflicting interests or duties may arise. Nothing in this Agreement shall limit or preclude Finder or its affiliates from (i) carrying on any business with or from providing any financial or non-financial services to any party whatsoever, including without limitation any competitor, customer, or supplier of the Company, or any other party that may have interests different from or adverse to the interests of the Company, or (ii) carrying on its business, as currently conducted or as it may be conducted in the future.
(g) The Company acknowledges that Finder and its affiliates engage in a wide range of activities for their own account and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, asset management and related activities. In connection with these activities or otherwise, Finder and its affiliates, and their respective directors, officers, executives and employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans or derivative products relating to the Company, potential parties to a Transaction, their respective affiliates, or entities that are competitors, customers or suppliers of the Company.
(h) This Agreement (including the Exhibits hereto) embodies the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be amended, modified or waived except in writing signed by both of the Parties. Waiver of any breach of any provision hereof will not be deemed to be a waiver of any other breach of the same or any other provision hereof, at any prior or subsequent time.
(i) Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, it shall be interpreted to the fullest extent enforceable consistent with its intent, and such determination will not otherwise affect this Agreement, which will remain in full force and effect.
(j) For the convenience of the Parties, any number of counterparts of this Agreement may be executed by the Parties, each of which shall be an original instrument and all of which taken together shall constitute one and the same Agreement. Delivery of a signed counterpart of this Agreement by facsimile transmission or other electronic or digital transmission shall constitute valid sufficient delivery thereof.
(k) Each Party represents that it has all legally necessary power and authority to enter into this Agreement. All legally necessary action has been taken by each Party for the authorization, execution, delivery of, and the performance of its respective obligations under, this Agreement, and each signatory below is duly authorized to sign this Agreement on behalf of the Party it represents.
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(l) The headings contained in this Agreement were inserted for convenience of reference only and will in no way define, describe or limit the scope of intent of this Agreement or any of the provisions hereof.
Please confirm that the foregoing is in accordance with your understanding by signing and returning this Agreement to Finder.
Section 12. Regulatory Compliance.
Finder shall perform its services in accordance with applicable federal securities laws and regulations, including but not limited to those promulgated by the SEC and FINRA. Finder shall not engage in any activity that constitutes “effecting transactions in securities” as defined in Section 3(a)(4)(A) of the Securities Exchange Act of 1934. The Parties expressly agree that Finder’s role shall be limited to that of an unregistered finder, and that all Transaction-related services will be carried out in a manner designed to preserve compliance with all applicable exemptions to broker-dealer registration.
| Very truly yours, | ||
| Aspira Capital Consulting LTD | ||
| By: | ||
| Name: | Yanfang Chen | |
| Title: | Duly Authorized Signatory | |
ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
| Quantumsphere Acquisition Corporation | ||
| By: | ||
| Name: | Ping Zhang | |
| Title: | Chief Executive Officer | |
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EXHIBIT A
Names of Potential Targets
A-1
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ping Zhang, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Quantumsphere Acquisition Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and | |
| b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a)); and | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 14, 2025 | |
| /s/ Ping Zhang | |
| Ping Zhang | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ping Zhang, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Quantumsphere Acquisition Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and | |
| b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a)); and | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 14, 2025 | |
| /s/ Ping Zhang | |
| Ping Zhang | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Quantumsphere Acquisition Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2025 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| Date: November 14, 2025 | |
| /s/ Ping Zhang | |
| Ping Zhang | |
| Chief Executive Officer and Chairwoman | |
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Quantumsphere Acquisition Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2025 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| Date: November 14, 2025 | |
| /s/ Ping Zhang | |
| Ping Zhang | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |