Overview

Quantumsphere Acquisition Corporation is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On October 3, 2025, Quantumsphere entered into an Agreement and Plan of Merger with Omnivate Global Ltd., SACH Pte. Ltd., QUMS Pubco Ltd., and SACH Merge Sub Ltd. SACH Pte. Ltd. is engaged in the business of developing and commercializing products and services across the gaming, technology, e-commerce, retail, and live events industries.

Upon the closing of the transactions, Quantumsphere will merge with and into PubCo, resulting in all Quantumsphere shareholders becoming shareholders of the PubCo. Concurrently, Merger Sub will merge with and into HoldCo, with HoldCo surviving the merger and resulting in PubCo acquiring 100% of the issued and outstanding equity securities of the HoldCo.

Results of Operations

Quantumsphere has not engaged in any operations or generated any revenue to date. Its activities have been limited to organizational activities and those necessary to consummate the IPO and identify a target company for an initial business combination. The company expects to generate non-operating income in the form of interest income on marketable securities held after the IPO, and incur increased expenses as a public company and for due diligence in connection with the business combination.

For the three months ended June 30, 2026, the company had a net income of $574,013, which consisted of interest income of $444 and interest income on investments held in the Trust Account of $751,010, offset by formation and operating costs of $177,441. For the three months ended June 30, 2025, the company had a net loss of $15,459, which consisted of formation and operating costs of $15,750, offset by interest income of $291.

Liquidity and Capital Resources

On August 7, 2025, Quantumsphere consummated its IPO of 8,280,000 units at $10.00 per unit, generating total gross proceeds of $82,800,000. Simultaneously, the company consummated the sale of 228,650 Private Placement Units at $10.00 per unit, generating total gross proceeds of $2,286,500.

Upon closing of the IPO and private placement, a total of $82,800,000 from the net proceeds was placed in a trust account to be invested in U.S. government treasury bills or money market funds. The company intends to use substantially all of the net proceeds, including the funds held in the Trust Account, in connection with its initial business combination and to pay related expenses.

As of June 30, 2026, the company had cash of $4,901 and a working capital deficit of $143,042. The company has incurred and expects to continue to incur significant costs in pursuit of the business combination. There is no assurance the company’s plans to raise capital or consummate a business combination will be successful, and the company’s ability to continue as a going concern is uncertain.

Contractual Obligations

The company has the following contractual obligations:

• Promissory Note - Related Party: The company had an outstanding loan balance of $210,000 under promissory notes with the Sponsor, which was repaid upon closing of the IPO.
• Administrative Services Agreement: The company pays the Sponsor $15,000 per month for office space and administrative and support services. As of June 30, 2026, $45,000 remained accrued.
• Underwriting Agreement: The underwriters received a cash underwriting discount of 0.71% of the gross IPO proceeds, or $586,500. They are also entitled to a deferred fee of 4.0% of the gross IPO proceeds, or $3,312,000, payable upon the closing of the business combination.
• Finder’s Agreement: The company paid a $300,000 retainer fee to Aspira Capital Consulting LTD and agreed to pay a $3,500,000 success fee upon closing of the business combination, which will be satisfied through the issuance of 1,200,000 ordinary shares of the target company.

Critical Accounting Estimates and Recent Accounting Standards

The company has not identified any critical accounting estimates. Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the company’s financial statements.

Outlook

Quantumsphere is a blank check company focused on completing a business combination with SACH Pte. Ltd., a company engaged in the gaming, technology, e-commerce, retail, and live events industries. The company has until February 6, 2027 to consummate the initial business combination, or it will trigger an automatic winding up, dissolution and liquidation. There is 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.