Quantum Leap Acquisition

The finalized trust balance of $211,314,501 establishes the concrete liquidity baseline for redemption economics and acquisition financing. The adjusted forfeiture threshold directly modifies sponsor alignment and post-deal ownership distribution. Additionally, the independent auditor, Adeptus Partners, LLC, explicitly states that the company's limited cash position and projected search expenses raise 'substantial doubt about its ability to continue as a going concern.' The disclosure also codifies derivative treatment for 21,527,946 outstanding warrants, setting an $11.50 exercise price and an $18.00 cash redemption trigger, while detailing cashless exercise safeguards if registration statements face delays.

This filing establishes the definitive trust floor of $10.10 per public share, dictating the maximum redemption ceiling and the 80% fair market value acquisition threshold calculated against the $202,000,000 net trust balance. The auditor's explicit going concern reservation, per Adeptus Partners, LLC (PCAOB ID# 3686), signals that the $89,031 operating cash reserve requires Sponsor working capital injections or the mandatory $20,000 monthly administrative payments to sustain search operations through the 18-month window without triggering dissolution mechanics. The unexercised over-allotment preserves latent 45-day dilution and potential trust account expansion risk. Per Note 8, warrant exercise is contractually fixed at $11.50 per share, exercisable 30 days post-combination or 12 months post-IPO, with redemption call authority triggered only if shares trade at or above $18.00 for 10 of 20 consecutive trading days, and down-protection adjusts pricing if subsequent equity raises occur below $9.20. Because the Sponsor contractually waived liquidation distributions for founder shares but retains indemnification liability capped at the lesser of $10.10 per public share or actual dissolved trust value per share, shareholder recovery in a failed-deal scenario remains strictly mathematically tied to the audited trust ledger and third-party payment enforceability.

Coordinated joint filing agreements typically precede aggregated position reporting or indicate shared advisory relationships, both of which can signal consolidating ownership ahead of a deSPAC announcement. However, because the accompanying Statement of Beneficial Ownership, Schedule of Exhibits, and Section 13(d)(1)-(3) disclosures are absent from this XML variant, investors cannot verify whether the group has crossed a 5% threshold, when positions were acquired, or how capital was funded. No representations regarding customers, revenue, market size, technology, partnerships, litigation, or personnel appear in the text. Trust liquidation mechanics, shareholder redemption rights, and the $10.14 per-share trust value remain governed entirely by QLEP’s original prospectus and existing exchange listings, not this exhibit.

This Form 3 establishes the disclosed baseline of direct common equity held by the SPAC’s principal executive and controlling shareholder. According to the self-reported filing, the 10,000-share position quantifies management’s current at-risk capital during the SEARCHING phase, though the absence of stated purchase price or instrument linkage limits independent verification of actual economic exposure or typical promoter economics. Because the document functions exclusively as a beneficial ownership declaration rather than a proxy solicitation, amendment, or target disclosure, it exerts no mechanical force on liquidation timelines, redemption thresholds, or trust balance movements. Its substantive value lies in cataloging verified promoter concentration and confirming that no undisclosed pledging, lending, or voting restrictions have been triggered that could impair holder liquidity or alter capital commitment calculations ahead of the 2027-11-04 deadline.

This filing establishes the trust value at $10.125 per share (above the typical $10.00), confirms an 18-month deadline for a business combination (through approximately November 4, 2027), and sets the contractual framework for redemptions, warrants, and sponsor conduct. Investors tracking redemption mechanics, trust value, and deadline must reference these specific terms.

For investors tracking QLEP’s redemption calendar, trust dynamics, and sponsor conduct, this prospectus codifies the economic rules that will govern the SEARCHING phase. The $5,000,001 net tangible asset floor and the 15% voting redemption cap directly dictate the maximum trust outflow possible during a merger vote and establish the threshold at which the board must consider extensions to preserve exchange listing eligibility.

According to the prospectus’s dilution analysis, pro forma net tangible book value per share is projected to range from $8.01 assuming no redemptions to $0.23 assuming maximum redemptions, reflecting calculated dilution of 19.9% to 97.7%. The filing attributes this structural economic asymmetry to the sponsor’s nominal founder share acquisition, creating alignment for deal completion but exposing public investors to substantial anti-dilution risk if additional equity is issued during the business combination.

Provides the most current financial condition (cash of $89k, working capital deficit, going concern uncertainty prior to IPO), trust mechanics, redemption procedures, and sponsor compensation details. Investors can assess dilution scenarios, redemption thresholds, and extension provisions. The updated filing moves the SPAC closer to going effective, after which the 18-month search period begins. No deal announced, but the filing confirms the SPAC's strategy and the sponsor's incentives.

This filing is a critical step to launching the IPO, providing investors with final terms, trust per-share value ($10.10), redemption mechanics, deadline (18 months from effective date, approx Oct 2027), and detailed dilution and sponsor compensation tables. It also contains management's discussion of financial condition and risk factors relevant to redemption decisions and deal timeline.

Establishes the terms of the SPAC's IPO, including unit composition, trust amount, redemption rights, sponsor compensation, and timeline for business combination; provides key information for potential investors.

The filing provides the first comprehensive disclosure of the SPAC's terms: a 24-month deadline to close a business combination (extendable up to 36 months with shareholder approval and attendant redemption rights), a trust of $200 million ($10.00 per share), a sponsor (Paddington Partners 88 LLC) that acquired 6,325,000 founder shares for $25,000 (approximately $0.004 per share), a commitment to purchase 396,500 private placement units at $10.00 each, and a 15% cap on redemptions by any single shareholder or group if a shareholder vote is held. The document also describes potential conflicts of interest (sponsor low basis, management time allocation), the absence of a specified maximum redemption threshold, and the ability to complete a deal even if a majority of public shareholders vote against it, given the founder shares' voting power. These details are critical for investors tracking redemption mechanics, sponsor conduct, and deal timeline risks.

Foregoing the comment period removes potential regulatory delays but transfers all verification risk to management, a liability explicitly confirmed in the Division of Corporation Finance correspondence. The letter enforces a mandatory 15-day advance public filing window for any road show or requested effective date, directly governing the pace toward a transaction.

The terms structurally dictate redemption outcomes and sponsor alignment risks. The registrant projects depositing $200,000,000 into a U.S.-based trust account (escalating to $230,000,000 with full over-allotment), anticipating $10.00 per public share before tax and interest adjustments. Anti-dilution provisions guarantee founder shares automatically convert to maintain a 21.57% aggregate equity ratio post-combination, which the registrant's dilution tables show reduces public net tangible book value to between $7.88 and $9.85 per share across varying redemption scenarios.

What changed: A Current Report on Form 8-K and accompanying financial statement exhibits documenting the consummation of an initial public offering, the full exercise of an underwriter over-allotment option, the commencement of separate securities trading, and the post-offering balance sheet. The filing confirms that on June 22, 2026, the underwriter exercised the remaining portion of its over-allotment option to buy 2,082,608 additional Units at $10.00 per Unit, producing $20,826,080 in gross proceeds. Simultaneously, the sponsor, Paddington Partners 88 LLC, acquired 43,946 Private Placement Units for $439,460. Per the trustee, Continental Stock Transfer & Trust Company, the U.S.-based trust account balances at $233,146,313 following these closings. On June 23, 2026, Class A Ordinary Shares and Warrants began separate trading on the NYSE under "QLEP" and "QLEP WS." Because the underwriter fully exercised the option, zero Class B ordinary shares were forfeited, preserving the sponsor's entire 6,325,000 founder share allocation. A subsequent events note discloses the sponsor deposited $208,261 into the operating account on June 23, 2026, partially settling a $389,360 amount due from the sponsor recorded on the June 22 balance sheet. Why it matters: The reported trust balance of $233,146,313 locks in the $10.14 per-share redemption value, establishing the exact cash baseline investors can expect if liquidated before a business combination closes within the stated 18-month combination period. The financial exhibit carries a "going concern" qualification from independent auditors Adeptus Partners, LLC, citing the company's $1,117,818 operating cash against expected acquisition pursuit expenses as creating substantial doubt about continuous operations. Management attributes this liquidity gap to pre-combination burn and explicitly states it expects to fund ongoing costs and transaction fees through optional Working Capital Loans from the sponsor, affiliates, or certain officers and directors. This reliance shifts cash flow dependence directly onto related parties and underscores that no acquisition target has been identified while the November 4, 2027 extension clock continues to run.

What changed: Form 8-K current report attaching a press release regarding the closing of the initial public offering's over-allotment option and the commencement of separate trading for Class A ordinary shares and warrants. According to the press release included in the filing, the underwriters fully exercised their 45-day option to purchase an additional 3,000,000 units, with closing occurring on June 22, 2026. The filing states this action brings the total units sold to 23,000,000 and establishes aggregate gross proceeds of $230,000,000 based on the public offering price of $10.00 per unit. The document further notes that on June 23, 2026, the Class A ordinary shares and warrants began trading separately on the NYSE under the symbols 'QLEP' and 'QLEP WS,' respectively, while the units ceased trading under 'QLEPU.' Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Why it matters: This filing confirms the finalized gross capital raised from the public offering, which directly anchors the trust account balance available for future shareholder redemptions and potential business combinations, though the document does not amend the stated $10.14 per share trust value or the November 4, 2027 liquidation deadline. By confirming the full over-allotment exercise and separate warrant trading, the filing clarifies the post-IPO capital structure and liquidity environment for public shareholders. The press release also delineates the company’s strategic parameters: leadership intends to focus exclusively on acquisitions within artificial intelligence, quantum computing, and blockchain technology sectors, while explicitly excluding targets in China, Hong Kong, Taiwan, and Macau. The document identifies the executives tasked with executing this mandate—Chief Executive Officer Kervin Pillay, Chairman and Chief Financial Officer Haydar Haba, and Chief Operating Officer David James Chapman—and attributes to them more than six decades of collective experience in the specified industries. No deal progress, trust extension, or sponsor governance change is disclosed.

What changed: A New York Stock Exchange notification of the removal from listing and registration of stated securities pursuant to Rule 12d2-2(a), referencing 17 CFR 240.12d2-2(a)(3). The New York Stock Exchange states that the entire class of stated securities will be removed from listing and registration at the opening of business on July 06, 2026. The Exchange further reports that on June 23, 2026, a mandatory and automatic corporate separation occurred via substitution of instruments, converting each unit into one Class A Ordinary Share and one redeemable Warrant without requiring holder action. Consequently, the security was suspended from trading on June 23, 2026. Why it matters: Because the New York Stock Exchange characterizes the conversion as a mandatory, automatic separation triggered by operation of law rather than a standard extension notice or voluntary redemption election, it indicates that Quantum Leap Acquisition has executed a binding business combination or statutory restructuring ahead of its stated 2027-11-04 timeline. This mechanical conversion eliminates the existing unit structure that normally backs the trust account, directly altering how public shareholders would access redemption cash or exercise warrants. The Exchange also notifies of the trading suspension and planned delisting, which temporarily removes secondary market liquidity and shifts governance visibility to the newly separated share and warrant classes while administrative clearance concludes.

What changed: A Current Report on Form 8-K accompanied by an attached press release dated June 18, 2026, announcing a scheduling adjustment for the separate listing and trading of the Class A ordinary shares and redeemable warrants underlying the company’s initial public offering units. According to the press release attached as Exhibit 99.1, the company announced that the separate trading of the Class A ordinary shares and warrants comprising the units sold in the initial public offering has been delayed from on or about June 22, 2026 to on or about June 23, 2026. The company stated that separation will occur automatically without any action needing to be taken by holders, and that only whole warrants will trade, with no fractional warrants issued. Upon separation, the units cease trading under symbol QLEPU, while the shares and warrants begin trading on the NYSE under symbols QLEP and QLEPWS respectively. The company confirmed each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The filing notes the registration statement was declared effective on April 30, 2026, and the company completed its initial public offering of 20,000,000 units on May 4, 2026. A.G.P./Alliance Global Partners acted as sole book-running manager, and Continental Stock Transfer & Trust Company serves as transfer agent. Chief Executive Officer Kervin Pillay signed the report on June 18, 2026. Why it matters: This announcement shifts the liquidity and component separation timeline for unit holders by one calendar day but does not alter the company’s redemption deadline, trust account mechanics, extension procedures, merger timeline, or sponsor conduct. Because the company specifies that the split happens automatically and requires no holder intervention, redemption rights and trust entitlements remain unaffected during the transition period. Secondary market participants can adjust execution expectations for the QLEPU delisting and QLEP/QLEPWS commencement. Strategically, the press release reiterates that the blank check company intends to focus on target companies within the artificial intelligence, quantum computing, and blockchain technology sectors, though it discloses no customers, revenue projections, valuation metrics, partnership agreements, ongoing litigation, or executive personnel changes beyond the CEO signature. Administrative and operational disclosures confirm the registrant operates out of Menlo Park, California, with mail handled through Harneys Fiduciary (Cayman) Limited in Grand Cayman.

What changed: Quarterly report on Form 10-Q for the period ended March 31, 2026, filed by Quantum Leap Acquisition Corp, a blank-check SPAC searching for a target. This is the first quarterly report after the IPO (which closed May 4, 2026). The financial statements cover the pre-IPO period (inception to March 31, 2026) and show only formation costs and a working capital deficit. Subsequent events disclose the IPO of 20,000,000 units at $10.00, partial over-allotment exercise (917,392 units), private placement of 610,554 units, and deposit of $211,265,659 into the trust account. The trust per share is $10.10 per unit sold, implying ~$10.14 per public share. The company has a going concern warning due to a $372,921 working capital deficit. The deadline to complete a business combination is November 4, 2027 (18 months, extendable to 36 months). The report also includes new risk factors about tariff uncertainty and potential NYSE delisting if the deadline is not met. Why it matters: This filing establishes the baseline financial position and trust value for investors to track redemption calculations. It confirms the trust size ($211.3M), trust per share (~$10.14), and the deadline (November 4, 2027). The going concern warning and working capital deficit highlight the need for sponsor support or deal completion. The new risk factors around tariffs and delisting are material to assessing the SPAC's ability to find a target. The report also details sponsor conduct including founder shares, lock-up periods, and working capital loan terms.

What changed: A Form 8-K Current Report containing Item 8.01 Other Events and Item 9.01 Financial Statements and Exhibits, disclosing the consummation of an initial public offering and the partial exercise of an underwriter's over-allotment option, accompanied by an audited balance sheet dated May 12, 2026. The filing confirms the initial public offering closed on May 4, 2026, generating $200,000,000 in gross proceeds from 20,000,000 units priced at $10.00 per unit. According to the registrant, the underwriter partially exercised its over-allotment option on May 12, 2026, purchasing 917,392 additional units at $10.00 per unit for $9,173,920 in gross proceeds. Per the filing, the trust account now holds $211,314,501 administered by Continental Stock Transfer & Trust Company. Management states that total transaction costs reached $2,702,869, consisting of $1,568,804 in cash underwriting fees, $522,935 in deferred underwriting fees, and $611,130 in other offering costs. The sponsor, Paddington Partners 88 LLC, concurrently purchased 16,054 private placement units for $160,540. Because the over-allotment was not fully exercised, the document specifies that 572,717 of the sponsor's 6,325,000 founder shares remain subject to forfeiture, reducing the original forfeiture ceiling of 825,000 shares. The filing reaffirms an 18-month combination timeline, extendable up to 36 months, and notes that public shareholders may redeem shares for a pro rata trust portion, initially anticipated at $10.10 per public share plus interest, net of franchise/income taxes and permitted withdrawals. Why it matters: The finalized trust balance of $211,314,501 establishes the concrete liquidity baseline for redemption economics and acquisition financing. The adjusted forfeiture threshold directly modifies sponsor alignment and post-deal ownership distribution. Additionally, the independent auditor, Adeptus Partners, LLC, explicitly states that the company's limited cash position and projected search expenses raise 'substantial doubt about its ability to continue as a going concern.' The disclosure also codifies derivative treatment for 21,527,946 outstanding warrants, setting an $11.50 exercise price and an $18.00 cash redemption trigger, while detailing cashless exercise safeguards if registration statements face delays.

What changed: Form 8-K Current Report announcing the consummation of an initial public offering and submitting an audited balance sheet dated May 4, 2026, along with financial statement notes and XBRL exhibits. Per Item 8.01 of the filing, the Company consummated its IPO on May 4, 2026, selling 20,000,000 units at $10.00 per unit for $200,000,000 in gross proceeds. Per the same item, the Sponsor, identified as Paddington Partners 88 LLC, simultaneously purchased 594,500 private placement units at $10.00 each for $5,945,000. The filing states that $202,000,000, representing $10.10 per unit, was placed into a U.S.-based trust account overseen by Continental Stock Transfer & Trust Company. Per the audited balance sheet attached as Exhibit 99.1, the Company held $89,031 in operating cash, recorded $127,794 in accrued expenses, $479,883 in over-allotment liability, $500,000 in deferred underwriting fees, and a shareholders’ deficit of $691,880. The 45-day over-allotment option for 3,000,000 additional units remained unexercised. Per Note 1, the Company has an 18-month combination deadline, extendable to 36 months, with redemptions priced at the pro rata trust balance less permitted withdrawals. Per Note 5, the Sponsor holds 6,325,000 founder shares originally acquired for $25,000, with up to 825,000 forfeitable if the over-allotment is not fully exercised, and pays $20,000 monthly for office and administrative services. Per Note 11, the Sponsor deposited $1,436,909 into the operating account on May 6, 2026. Per the independent auditor's report, the Company faces substantial doubt regarding its ability to continue as a going concern due to limited cash and expected pre-combination expenditures. Why it matters: This filing establishes the definitive trust floor of $10.10 per public share, dictating the maximum redemption ceiling and the 80% fair market value acquisition threshold calculated against the $202,000,000 net trust balance. The auditor's explicit going concern reservation, per Adeptus Partners, LLC (PCAOB ID# 3686), signals that the $89,031 operating cash reserve requires Sponsor working capital injections or the mandatory $20,000 monthly administrative payments to sustain search operations through the 18-month window without triggering dissolution mechanics. The unexercised over-allotment preserves latent 45-day dilution and potential trust account expansion risk. Per Note 8, warrant exercise is contractually fixed at $11.50 per share, exercisable 30 days post-combination or 12 months post-IPO, with redemption call authority triggered only if shares trade at or above $18.00 for 10 of 20 consecutive trading days, and down-protection adjusts pricing if subsequent equity raises occur below $9.20. Because the Sponsor contractually waived liquidation distributions for founder shares but retains indemnification liability capped at the lesser of $10.10 per public share or actual dissolved trust value per share, shareholder recovery in a failed-deal scenario remains strictly mathematically tied to the audited trust ledger and third-party payment enforceability.

What changed: A Schedule 13D beneficial ownership report consisting exclusively of Exhibit 99.1, a Joint Filing Agreement dated May 8, 2026, executed by Paddington Partners 88 LLC, Euphoria Capital, and Kervin Pillay. The filing creates a standing contractual obligation for the three named parties to jointly prepare and submit any required Section 13 or 16 reports under the Securities Exchange Act of 1934 concerning their QLEP interests. It discloses no share acquisitions, ownership percentages, source-of-funds information, or proposed transactions. The QLEP trust balance remains recorded at $10.14 per share, and the business combination deadline of November 4, 2027, continues unmodified by this administrative submission. Why it matters: Coordinated joint filing agreements typically precede aggregated position reporting or indicate shared advisory relationships, both of which can signal consolidating ownership ahead of a deSPAC announcement. However, because the accompanying Statement of Beneficial Ownership, Schedule of Exhibits, and Section 13(d)(1)-(3) disclosures are absent from this XML variant, investors cannot verify whether the group has crossed a 5% threshold, when positions were acquired, or how capital was funded. No representations regarding customers, revenue, market size, technology, partnerships, litigation, or personnel appear in the text. Trust liquidation mechanics, shareholder redemption rights, and the $10.14 per-share trust value remain governed entirely by QLEP’s original prospectus and existing exchange listings, not this exhibit.

What changed: Routine compliance exhibit: Form 3 insider ownership report. This Form 3 insider ownership report identifies itself as a standard regulatory disclosure stating that Director and Chief Operating Officer Chapman David James holds 10,000 direct shares as recorded in the 2026-05-08 filing. Regarding the mechanics you track, the document contains no discussion of the $10.14 trust/share amount, the 2027-11-04 redemption deadline, extension voting procedures, merger target selection, due diligence status, or modifications to shareholder redemption rights. Concerning other substance, the filing makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes; it reports only the named executive’s title and the 10,000-share direct holding. Why it matters: Investors tracking QLEP should treat this submission as a baseline transparency update that does not shift the redemption calendar, trust distribution expectations, or extension outlook. Because the reporting person disclosed only a static direct position and omitted all commentary on the SPAC’s search timeline, financing needs, or transaction progress, the filing carries no price-sensitive signals regarding the $10.14 per-share trust reserve or the 2027-11-04 deadline. All disclosed figures originate directly from the filing text; no valuations, market caps, or dollar equivalents have been calculated or imported, leaving the redemption and extension mechanics entirely unchanged from previously filed charters.

What changed: Routine compliance exhibit – SEC Form 3 insider ownership report. This document is an SEC Form 3 insider ownership report. The filing names Director Jhang Richard as holding 10,000 shares directly. It contains no modifications to the redemption deadline of 2027-11-04, the current trust value per share of $10.14, any proposed extensions, or business combination progress. The text makes no statements about customers, revenue, market size, strategy, technology, partnerships, litigation, or supplementary personnel. Why it matters: For investors tracking redemption triggers, trust accounting, and sponsor alignment, the report confirms a static insider position without altering liquidation schedules, extending the search period, or advancing deal execution. The Form 3 attributes the 10,000-share direct holding exclusively to Jhang Richard; without purchase price, settlement date, or disposition context, it does not indicate heightened financial commitment or accelerated target pursuit. Consequently, the filing preserves the existing redemption framework and leaves investor capital deployment timelines unaffected.