QUMS SEC filings, in plain English
Everything Quantumsphere Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 37 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quantumsphere Acquisition Corp terminated its Agreement and Plan of Merger with Omnivate Global Ltd. and SACH Pte. Ltd. on September 1, 2026, following a thirty-day cure period that expired after notice delivered on July 14, 2026. Why it matters: Investors should note the SPAC's redemption deadline remains February 6, 2027, and the trust value is $10.34 per share; the termination means the business combination will not be consummated, leaving the company in a 'SEARCHING' status.
What changed: Form 10-Q (Quarterly Report) for Quantumsphere Acquisition Corp. Trust value increased from $84.8M to $85.6M due to $751k of interest income; cash dropped to $4.9k; working capital deficit widened to $143k; the merger deadline of July 31, 2026 passed without closing; management disclosed a material weakness in internal controls; net income of $574k vs loss of $16k in prior-year quarter; no new forward filings for the pending de-SPAC were announced. Why it matters: The SPAC missed its own merger deadline on July 31, 2026 but remains alive only because the longer February 6, 2027 liquidation deadline has not been reached. Cash is nearly gone, with only $4,901 on hand and a working capital deficit. The trust is intact at $10.34 per share. No extension vote, no new termination, and no updated merger timeline were disclosed, making it unclear how the SPAC plans to fund operations or close a deal. The identified material weakness in disclosure controls adds governance risk.
What changed vs 2026-02-20trust $84.1M → $85.6M +2%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $84.1M$85.6M
- Combination deadline
- 2027-02-06 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 8.28M · unchanged
SpacBrain reads this as $1,490,553 was added to the trust between the two filings.
The clause “317,303 Prepaid expenses 46,538 - Deferred offering costs - 36,937 Investments held in Trust Account 85,597,135 84,846,125 Total Assets $ 85,728,354 $ 85,200,365 Liabilities, Shares Subject to Possible Redemption and Shareholders’”…
The clause …“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 clause …“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”…
The clause …“500,000,000 shares authorized; 3,126,650 shares and outstanding (excluding 8,280,000 shares subject to possible redemption) 313 313 Additional paid-in capital - - Accumulated deficit ( 3,408,817 ) ( 3,231,820 ) Total Shareholders’”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quantumsphere Acquisition Corporation filed Amendment No. 1 to its Form 10-K for the fiscal year ended March 31, 2026, stated to be filed solely to include the Company's Clawback Policy as Exhibit 97.1 to the original June 15, 2026 filing. The amendment contains only Part IV Item 15 and the exhibit index, makes no other changes and does not update disclosure for events after the original filing. Its cover page reports aggregate market value held by non-affiliates of approximately $84,787,200 as of May 31, 2025 and 10,936,105 ordinary shares outstanding as of June 29, 2026. Why it matters: Immaterial for a Quantumsphere investor: the amendment adds a compensation clawback policy exhibit and nothing else. Trust value, the business-combination deadline, redemption history and going-concern status are all unchanged and must be read from the original June 15, 2026 Form 10-K. The only figures on the face of this document are cover-page items - 10,936,105 ordinary shares outstanding at June 29, 2026 and an $84,787,200 non-affiliate market value measured back on May 31, 2025 - neither of which reflects the company's current trust position.
What changed: 10-K (Annual Report) for Quantumsphere Acquisition Corp for the fiscal year ended March 31, 2026. IPO completed August 7, 2025 ($82.8M gross); Merger Agreement signed October 3, 2025 with SACH Pte. Ltd. ($300M equity value, no cash consideration); sponsor received $1.0M in loans from target (not advanced to SPAC as of March 31, 2026); trust account value $84.8M ($10.25 per public share); net income $978k from interest; going concern doubt raised due to low working capital ($43,556 cash surplus) and no extension plan in place; material weakness in internal controls identified. Why it matters: Redemption deadline is February 7, 2027; no automatic extensions and no extension funding committed. Trust per share is $10.25, above IPO price. Deal is contingent on shareholder approval, regulatory approvals, and minimum cash after redemptions. Low working capital raises risk of liquidation if deal fails or redemptions are high. Sponsor owns 27.41% and has agreed to vote for deal. 15% share redemption cap applies if shareholder vote is used.
What changed: An SEC Form 8-K current report disclosing the execution of Amendment No. 1 to the Underwriting Agreement dated March 3, 2026. According to the filing, executed by Chief Executive Officer and Chairman Ping Zhang for Quantumsphere Acquisition Corporation, Partner Lewis Silberman for Polaris Advisory Partners, LLC, and Director of Compliance Tyler Bashaw for Kingswood Capital Partners LLC, the amendment revises the deferred underwriting commission terms originally set in the August 5, 2025 agreement. The amended Section 1.3 states the commission equals 4.00% of gross proceeds from Firm Units ($2,880,000) and Option Units (up to $432,000). Payment is restricted to the trust account upon business combination closing, subject to a hard cap of 4.00% of remaining trust funds after redemptions. Each underwriter may unilaterally waive the fee before closing. If the company liquidates without consummating a merger, the underwriters forfeit all claims to the deferred commission, which merges back into the trust estate for pro-rata distribution to public shareholders alongside remaining deposits. Why it matters: This modification directly impacts the cash flow mechanics surrounding the 2027-02-06 business combination deadline by establishing a clear hierarchy of claims against the trust account. Because the underwriter payout is both funded exclusively from trust assets and mathematically capped at 4.00% of post-redemption balances, investor exit behavior directly dictates advisor compensation limits. Furthermore, the explicit forfeiture clause during dissolution removes potential friction over deferred fee claims during liquidation, ensuring maximum transparency regarding how remaining capital is allocated when the SEARCHING period concludes without a merger.
What changed: Form 10-Q (Quarterly Report) for the period ended December 31, 2025. This 10-Q is the first periodic report after the SPAC's August 2025 IPO and the October 2025 Merger Agreement with SACH Pte. Ltd. It reports the IPO closing, the trust account funding, the signing of the merger, and subsequent sponsor loan fundings. It also includes management's conclusion that there is substantial doubt about the company's ability to continue as a going concern, citing a lack of financial resources to sustain operations for one year from the issuance date. Disclosure controls and procedures were deemed ineffective due to inadequate controls over commitment and contingency disclosures. Why it matters: The filing provides the first post-IPO balance sheet, showing a trust value of $10.16 per share (up from $10.00), a deadline of February 6, 2027, and the specific terms of the pending de-SPAC merger with SACH, including a $300 million valuation and sponsor loan arrangements. A going concern warning, a new internal control weakness, and a significant finder's fee obligation ($3.5 million success fee) are all material to investor assessment of deal risk.
What changed vs 2025-11-14trust $83.3M → $84.1M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $83.3M$84.1M
- Combination deadline
- 2027-02-06 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 8.28M · unchanged
SpacBrain reads this as $803,606 was added to the trust between the two filings.
The clause “117,419 Prepaid expenses 42,592 - Deferred offering costs - 131,563 Investments held in Trust Account 84,106,582 - Total Assets $ 84,503,361 $ 248,982 Liabilities, Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity”…
The clause …“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 clause …“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”…
The clause …“500,000,000 shares authorized; 3,126,650 shares and outstanding (excluding 8,280,000 shares subject to possible redemption) (1) 313 290 Additional paid-in capital - 24,710 Accumulated deficit ( 3,054,661 ) ( 16,018 ) Total”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A routine compliance exhibit — specifically, a Schedule 13G/A amendment classified as a beneficial ownership report filed under federal securities rules. The provided excerpt names only the reporting entity, Highbridge Capital Management, LLC, and omits all tabular data and narrative detail. The text discloses no adjustments to share quantities, ownership percentages, transaction dates, purchase or sale prices, or whether the filing reflects an initial threshold crossing versus a subsequent positional update. Consequently, the excerpt contains zero reference to redemption procedures, trust fund administration, extension proposals, business combination status, or sponsor conduct. Why it matters: Because the filing lacks explicit percentage shifts or transaction pricing, it does not independently signal altered redemption pressure, voting realignment, or changes to the stated search deadline or per-share trust allocation. Institutional managers frequently submit Schedule 13G/A amendments for passive index flows, portfolio rebalancing, or clerical updates; without the complete exhibit containing itemized schedules and execution blocks, investors cannot determine whether the named firm is accumulating, reducing, or maintaining exposure ahead of the closing window. No claims regarding target customers, projected revenue, market sizing, technology roadmaps, partnership structures, pending litigation, or executive personnel are present in the supplied text.
What changed: Form 12b-25 Notification of Late Filing. This document is a Form 12b-25 Notification of Late Filing. CEO Ping Zhang and the Registrant state the company could not file its Form 10-Q for the period ended December 31, 2025 by February 17, 2026 due to a delay experienced in completing its financial statements, and the Registrant anticipates filing no later than the seventh calendar day following the prescribed filing date. Why it matters: A late 10-Q does not automatically extend the February 6, 2027 redemption window or adjust the $10.34 trust balance, but it signals internal reporting bottlenecks during a prolonged SEARCH status. Because the Registrant independently concluded the delay was unavoidable without unreasonable effort or expense and tied completion to internal financial statement processing, sponsors and investors should treat the gap as a compliance risk rather than a strategic pause.
What changed: Limited Powers of Attorney (Exhibit A and Exhibit B) to Form 13G, executed by Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC, appointing Takahiro Katsura as attorney-in-fact to execute and file the Schedule 13G reporting beneficial ownership of QUMS securities with the SEC. The document bears no impact on redemption deadlines, the $10.34 per-share trust value, the February 6, 2027 liquidation deadline, extension provisions, target acquisition progress, or sponsor conduct, as confirmed by the filers. Instead, Mizuho Financial Group, Inc., through Deputy President Hidekatsu Take, and Mizuho Bank, Ltd., through Managing Executive Officer Hidekatsu Take, jointly authorize Takahiro Katsura to act on their behalf, while Mizuho Americas LLC and Mizuho Securities USA LLC authorize him through Chief Legal Officer Adam Hopkins. Why it matters: Beyond the internal delegation of signature authority, the document substantiates the corporate structure of the filing group: Exhibit A lists Mizuho Bank as a non-U.S. institution equivalent to Bank at 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan; Mizuho Americas LLC as a parent holding company at 1271 Avenue of the Americas, NY, NY 10020, USA; and Mizuho Securities USA LLC as a registered Broker-Dealer at the same New York address. Because this exhibit solely establishes procedural clearance for SEC submission, it does not activate shareholder redemption rights, modify the $10.34 trust baseline, or advance the QUMS merger timeline ahead of the February 6, 2027 cutoff. Investors should reference the companion Schedule 13G cover page for actual ownership percentages or transaction disclosures.
What changed: Form 8-K current report disclosing the entry into material definitive agreements by the SPAC’s acquisition target, SACH Pte. Ltd. The filing states that SACH Pte. Ltd. executed two subscription agreements on January 13, 2026. According to the registrant, Cypress Innovations Limited subscribed to 2,055 ordinary shares at $973.16 per share for $2,000,000, and individual investor Tan Cheng Siong subscribed to 103 ordinary shares at $973.16 per share for $100,000. The attached exhibits detail that Cypress wired funds between October 7, 2025, and October 16, 2025, while Tan Cheng Siong deposited 0.01, 99,999, and 0.99 USDT via a TRC wallet address on December 31, 2025, and January 2, 2026. Both transactions reference prior term sheets executed on September 17, 2025, and October 3, 2025. Why it matters: The filing characterizes these issuances as target-level financing activities conducted in anticipation of the previously announced business combination. It explicitly notes that no Quantumsphere Acquisition Corporation securities were issued, leaving the SPAC’s trust structure, redemption mechanisms, and shareholder voting thresholds unchanged. Governed by Singapore law with exclusive jurisdiction in Singapore courts, the agreements were signed by Jonathan Zhang, CEO and Executive Director of the target. The simultaneous receipt of fiat and stablecoin proceeds at the target level signals continued operational funding ahead of merger consummation.
What changed: The document is a Schedule 13G beneficial ownership report (File No. 0000902664-25-004957) dated 2025-11-14, categorizing as a routine compliance exhibit that discloses equity concentration reported by HIGHBRIDGE CAPITAL MANAGEMENT LLC. Regarding the $10.34 trust-per-share valuation, the 2027-02-06 deadline, extension mechanics, target search progress, or sponsor conduct, the filing presents no adjusted parameters, amended vote counts, or procedural updates. The excerpt solely records a regulatory disclosure event without altering redemption windows, trust distribution math, or merger timelines. Why it matters: The filing contains no attributed claims concerning prospective customers, revenue forecasts, market size estimates, acquisition strategy, proprietary technology, commercial partnerships, litigation status, or leadership personnel. Without substantive operational or commercial assertions, the document does not signal imminent activation of redemption rights, necessitates no revision to the SEARCHING phase schedule, and remains immaterial until a subsequent amendment specifies voting boundaries or transaction intent.
What changed: Quarterly report (Form 10-Q) for the period ended September 30, 2025. This is the SPAC's first 10-Q following its IPO on August 7, 2025. The filing reports the IPO closing, establishment of the trust account, and the subsequent entry into a definitive merger agreement on October 3, 2025 to acquire SACH Pte. Ltd. (valued at ~$300 million equity). It also details the private placement, related-party transactions, a finder's fee agreement, and substantial doubt about going concern. Why it matters: The SPAC has transitioned from SEARCHING to having a signed merger agreement. The trust holds $83.3 million ($10.06 per share), with a redemption deadline of February 6, 2027. The merger can be terminated if not closed by July 31, 2026. Management has identified substantial doubt about the company's ability to continue as a going concern due to limited working capital ($444,818 cash) and costs associated with completing the deal. The sponsor has received $500,000 in loans from the target to fund operations.
trust account, redeemable shares, combination deadline +1nothing moved · 4 with no prior record of ours
- Trust account
- not previously extracted$83.3M
- Redeemable shares
- not previously extracted8.28M
- Combination deadline
- 2027-02-06 · unchanged
- Going-concern doubt
- stated · unchanged
The clause …“Current Assets 589,818 117,419 Deferred offering costs - 131,563 Investments held in Trust Account 83,302,976 - Total Assets $ 83,892,794 $ 248,982 Liabilities, Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity”…
The clause …“(1) as of September 30, 2025 and March 31, 2025, respectively (excluding 8,280,000 shares subject to possible redemption) 313 290 Additional paid-in capital - 24,710 Accumulated deficit ( 2,772,655 ) ( 16,018 ) Total Shareholders’”…
The clause …“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 clause …“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”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G beneficial ownership report, functioning as a routine compliance exhibit, identifying Wolverine Asset Management LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick as the co-reporting persons claiming beneficial ownership interests in Quantumsphere Acquisition Corp. The filing introduces these five entities and individuals as joint reporting holders. It contains zero ownership percentages, acquisition dates, purchase prices, voting or dispositive power splits, or amendment flags. Accordingly, it provides no update to redemption mechanics, no adjustment to the referenced $10.34 per-share trust balance, no extension vote scheduling, no business combination target pipeline progression, and no commentary on sponsor conduct or capital commitments. Why it matters: Schedule 13G filings typically alert investors to institutional or blockholder accumulation that can precede merger negotiations, proxy solicitations, or sponsor reorganizations during a SPAC’s searching phase. For shareholders monitoring the February 6, 2027 termination deadline and the $10.34 trust valuation, such documents are scrutinized for threshold crossings that might trigger conversion rights, extension triggers, or change-of-control protections. This excerpt supplies only party names without quantified stakes, timing, or conditional language, so it does not shift redemption windows, alter trust preservation dynamics, or signal near-term deal execution. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel were advanced or attributed to any speaker or entity within this filing.
What changed: Amended Current Report on Form 8-K (8-K/A) restating the consummation of the Initial Public Offering and adding a subsequently-disclosed finder fee agreement that Note 10 states was inadvertently omitted from the original filing. This 8-K/A amends the August 13, 2025 filing solely to disclose a Finder’s Engagement Agreement dated August 8, 2025, between the company and Aspira Capital Consulting LTD. According to Note 10, the agreement imposes a one-time non-refundable retainer of $300,000 upon execution, a success fee of $3,500,000 upon closing a business combination, and reimbursement for out-of-pocket expenses capped at $150,000 without prior written approval. The underlying audited balance sheet and Item 8.01 report that the IPO closed on August 7, 2025, with the sale of 8,280,000 units at $10.00 per unit, generating $82,800,000 in gross proceeds after the underwriter fully exercised its over-allotment option. Management states that exactly $82,800,000 was deposited into a U.S.-based trust account, and simultaneously, Sponsor Whiteowl Holdings LLC purchased 228,650 private units at $10.00 per unit for $2,286,500, with those proceeds also added to the trust. Transaction costs are documented at $4,459,070, broken down by the registrant into $3,898,500 in underwriting commissions ($586,500 paid in cash and $3,312,000 deferred) and $560,570 in legal and offering costs. Operating capital outside the trust is listed as $902,598 in cash, a $165,000 advance to a related party, and $38,549 in prepaid expenses. Deferred underwriting fees payable are recorded at $3,312,000, and shareholders’ deficit totals $(2,215,853). The sponsor holds 2,898,000 founder shares following an August 5, 2025 subscription agreement amendment and receives $15,000 monthly under an administrative services agreement. The independent auditor, CBIZ CPAs P.C., issued a going concern opinion on August 13, 2025, stating that the company has incurred and expects to incur significant costs and has until February 7, 2027—eighteen months from IPO closing—to consummate a business combination. The auditor explicitly noted that the company lacks the financial resources required to sustain operations for a reasonable period, generally considered one year from the issuance date, creating substantial doubt about its ability to continue as a going concern. Fair value disclosures in Note 8 allocate $1,904,400 to the public rights at issuance, priced at $0.23 per right based on a $9.77 assumed common share value and a 16.8% market-implied business combination likelihood. No extension provisions have been triggered; the combination deadline remains fixed at February 7, 2027. Why it matters: The newly disclosed finder fee contract immediately deducts $300,000 from the $902,598 in outside-trust working capital and creates a $3,500,000 deal-contingent liability, directly constraining management’s operational runway and capacity to conduct due diligence prior to a merger. The $3,312,000 deferred underwriting commission will be payable exclusively from trust account balances remaining after public redemptions, meaning any substantial redemption activity will mathematically cap the absolute payout to the underwriter and alter final net distributable trust value. The auditor’s going concern qualification underscores that the $902,598 cash reserve may be exhausted before achieving a business combination, elevating liquidation risk if no target merges by the February 7, 2027 expiration. Furthermore, the embedded valuation assumptions reveal that management’s pricing models price in only a 16.8% probability of a successful acquisition and assume a sub-bond share equivalent valuation, signaling execution risk that investors should factor into redemption calculus. Together, these filings allow investors to model post-redemption yields, track sponsor alignment through the $15,000 monthly administrative fee, and monitor the burn rate against the documented $902,598 cash balance.
What changed: Form 8-K announcing the entry into a material definitive agreement — an Agreement and Plan of Merger for a business combination with SACH Pte. Ltd. Quantumsphere Acquisition Corp (QUMS) signed a definitive merger agreement on October 3, 2025 to acquire SACH Pte. Ltd., a Singapore-based gaming, technology, e-commerce, retail, and live events company. The SPAC will merge with its wholly-owned subsidiary Pubco, which will survive. Pre-closing, Omnivate Global Ltd. will become SACH's direct parent. Then Merger Sub will merge into Omnivate, which survives as a Pubco subsidiary. HoldCo shareholders will receive 30,000,000 Pubco ordinary shares valued at $300 million based on $10.00 per share. The trust held approximately $82.8 million as of signing. The transaction must close by June 30, 2026. The sponsor supported the deal; SACH shareholders agreed to vote in favor and accepted a 365-day lock-up. Pubco will file an F-4 registration statement and call a shareholder meeting. Why it matters: This 8-K moves QUMS from searching to de-risked. The $300 million enterprise value and $82.8 million in trust proceeds provide SACH with funding. The long-stop date (June 2026) offers ample time. Sponsor and company shareholder support lock in votes and restrict transfers. The filing confirms the target and basic deal terms, enabling investors to begin evaluating the combined company. Redemption mechanics are standard, with a net tangible assets condition. The disclosure of the sponsor and finder agreements, along with a $1.0 million operating account, provides sponsor-conduct context.
What changed: An SEC Form 8-K Current Report and accompanying press release announcing the separate trading commencement of ordinary shares and rights from the company's initial public offering units. According to a press release dated September 26, 2025 and signed by Chief Executive Officer Ping Zhang, holders of the company’s 8,280,000 units sold in the initial public offering may elect to separately trade the ordinary shares and rights included in those units. Unseparated units will continue trading under “QUMSU,” while the separated shares and rights are expected to trade independently under “QUMS” and “QUMSR” on the Nasdaq Global Market commencing on or about September 30, 2025. Processually, the press release directs unit holders to have their brokers contact Continental Stock Transfer & Trust Co. to effect the split. The filing provides zero information regarding trust account value, redemption deadlines, merger targets, extension votes, or sponsor conduct. Why it matters: This filing is a routine capital structure administrative event rather than a strategic development. It alters the mechanical trading landscape by splitting the pre-merger unit bundle into distinct equity and rights classes, which typically impacts pre-acquisition price discovery and secondary market liquidity. For investors monitoring the redemption calendar and deal progression, it confirms the shell remains in the searching phase without triggering any liquidation, tender offer, or amendment procedures. The absence of financial, operational, or leadership changes means the trust reserve and original expiration window remain functionally dormant pending a future business combination announcement.
What changed: Form 10-Q (Quarterly Report) for Quantumsphere Acquisition Corporation for the quarter ended June 30, 2025. This is the first 10-Q filed after the SPAC's IPO, which was consummated on August 7, 2025. The IPO of 8,280,000 units at $10.00 per unit generated gross proceeds of $82.8 million, and the sale of 228,650 Private Units to the Sponsor generated $2,286,500. Net proceeds were placed in a trust account. The filing also discloses the entry into a finder's agreement with Aspira Capital Consulting LTD on August 8, 2025, which includes a $300,000 non-refundable retainer and a $3,500,000 success fee payable upon a transaction, as well as disclosure that an internal control weakness was identified (failure to timely disclose all commitment and contingency agreements). Why it matters: This filing establishes the baseline post-IPO trust value ($82.8 million, or $10.00 per public share) and the 18-month combination deadline of February 6, 2027. It also reveals a new and potentially significant financial liability: the finder's agreement with Aspira Capital Consulting LTD, which obligates the SPAC to a $300,000 retainer fee and a $3.5 million success fee. The disclosed internal control weakness regarding the identification and disclosure of commitments and contingencies is a red flag for sponsor conduct, suggesting that management may not have effective processes in place, which could lead to missed or late disclosures regarding material agreements.
What changed: Schedule 13D, a statutory beneficial ownership report filed under Section 13(d) of the Securities Exchange Act when an investor crosses the regulatory ownership threshold in a reporting company. The provided filing text contains only an accession number (0001829126-25-007403) and a system disclaimer that a structured holder table is absent. No specific acquirer name, acquisition date, percentage interest, transaction price, or stated purpose is disclosed in the excerpt. Why it matters: For Quantumsphere Acquisition Corp’s shareholders monitoring redemption windows, trust accounting, extension timelines, and sponsor conduct, a Schedule 13D flags potential changes in voting power that could influence shareholder approval votes for a business combination or fund life extensions. Because the excerpt lacks the actual share count, cost basis, and filing date relative to the SPAC’s trading activity, it does not currently shift the stated trust share value of $10.34 or the 2027-02-06 deadline. Historically, accumulation notices at trigger levels precede discussions about takeover targets, proxy fights, or renegotiated redemption terms; until the complete schedule or an amendment is available, the filing serves as a procedural marker rather than a substantive revision to the capitalization or redemption calendar.(flagged for human review)
What changed: Initial Report on Form 8-K filed by Quantumsphere Acquisition Corporation announcing the closing of its initial public offering and simultaneous private placement, accompanied by Exhibit 99.1, an audited balance sheet and accompanying financial statement notes. According to the filing, Quantumsphere Acquisition Corporation closed its initial public offering on August 7, 2025, selling 8,280,000 units at $10.00 per unit for gross proceeds of $82,800,000 after the underwriter fully exercised a 1,080,000-unit over-allotment option. Management states that $82,800,000 was deposited into a U.S.-based trust account for the benefit of public shareholders. Simultaneously, sponsor Whiteowl Holdings LLC purchased 228,650 private placement units for $2,286,500 at $10.00 per unit. The company establishes an 18-month combination period ending February 7, 2027, and discloses a deferred underwriting fee of $3,312,000, which management identifies as 4.0% of gross IPO proceeds. The attached audited balance sheet shows $902,598 in non-trust cash, $10,000 in accounts payable, a $3,312,000 deferred underwriting payable, and a shareholders’ deficit of $(2,215,853). Independent registered public accounting firm CBIZ CPAs P.C. issued a going concern opinion, stating the company lacks the financial resources to sustain operations for a reasonable period without consummating a business combination. The sponsor currently holds 2,898,000 founder shares, which management notes were historically acquired for an aggregated consideration of $25,000. Why it matters: This filing establishes the definitive mechanics governing shareholder redemption, trust preservation, and deal pursuit timelines. Per the company’s disclosures, public shareholders retain the right to redeem shares for a pro rata portion of the trust account, which management describes as initially holding $10.00 per public share plus applicable interest net of franchise and income tax obligations. To limit concentrated redemptions, management restricts any single public shareholder from redeeming more than 15% of outstanding public shares without prior corporate consent unless the company opts for tender offer procedures rather than a shareholder meeting. CBIZ CPAs P.C.’s going concern qualification signals zero independent operating runway, meaning failure to finalize a transaction by February 7, 2027 will trigger automatic winding up, dissolution, and liquidation of the trust. Sponsor conduct parameters are contractually defined: Whiteowl Holdings LLC waives redemption rights on founder and private shares, agrees to vote those shares in favor of a business combination, and accepts liability to restore trust value to $10.00 per public share if third-party vendor claims drain funds (excluding executed third-party waivers or Securities Act indemnifications). Additionally, management grants SPAC Advisory Partners a right of first refusal for future transaction advisory roles and authorizes up to $1,500,000 in working capital loans convertible to private units at $10.00 per unit. These terms directly determine post-redemption capital availability for targets, dilution pathways via the 1/7 right conversion structure, and the financial outcomes associated with missing the February 7, 2027 deadline.
What changed: SEC Form 3 initial and annual statement of beneficial ownership of securities (routine compliance exhibit). The filing attributes zero non-derivative transactions or holdings changes to director McCabe Daniel M. for QUMS. There is no shift in insider positioning, meaning the stated $10.34 per-share trust value, the February 6, 2027 business combination deadline, and the SEARCHING operational status remain mechanically unaffected for redemption tracking or extension calculations. Why it matters: Investors monitoring QUMS’s search phase receive a confirmed data point that a director has neither accumulated nor divested common shares during the reporting window, establishing a neutral baseline for board alignment ahead of any future merger vote or liquidity event. The text contains no assertions about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. All content derives solely from the Form 3 submission attributed to Director McCabe, and no figures were computed, rounded, or imported beyond the explicitly documented $10.34 trust reserve and 2027-02-06 deadline.
What changed: Form 3 — an insider ownership report filed with the SEC documenting the initial beneficial ownership or transaction activity of Quantumsphere Acquisition Corp director Gong Qi. The filing explicitly states that Director Gong Qi reported no non-derivative transactions or holdings. No adjustments to redemption mechanics, trust account status, extension provisions, target search progress, or sponsor conduct are disclosed. Why it matters: According to the filing, Director Gong Qi confirmed an unchanged equity position with zero reported activity. The submission contains no claims regarding customers, revenue, market positioning, technology developments, strategic partnerships, active litigation, or personnel changes. Consequently, it provides no forward-looking signal on deal execution probability, trust disbursement triggers, or shareholder action windows. As a routine compliance exhibit with no reported insider movement, it leaves the existing search timeline and capital structure unchanged until subsequent material disclosures emerge.
What changed: SEC Form 3 — insider ownership report (routine compliance filing). This document is an SEC Form 3 — insider ownership report. It states that Whiteowl Holdings LLC, identified as a 10% owner, holds 3,126,650 shares directly. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing introduces no mechanical changes, voting schedule shifts, or governance amendments; it simply records a static equity position. Beyond the share count and ownership classification, the filing contains no additional substantive information regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. All assertions are attributed directly to the SEC submission via the reporting person, Whiteowl Holdings LLC. Why it matters: Investors monitoring capital deployment windows and insider alignment will note the confirmed direct block without any accompanying indication of warrant exercises, conversion elections, or sponsor covenant breaches that typically trigger redemption pressure or extension votes. As a routine compliance disclosure, it establishes a baseline for tracking whether a 10% holder alters their stake before the stated deadline, but it does not independently advance or delay SPAC settlement mechanics.
What changed: A routine compliance exhibit — specifically, an SEC Form 3 initial statement of beneficial ownership of securities. Per the filing, Zhang Ping (identified as director, Chairman, CEO, and CFO) holds 3,126,650 shares indirectly. The report does not change the disclosed trust value of $10.34 per share, does not alter the 2027-02-06 combination deadline, and provides no update on redemption volume, extension proposals, or business combination progress. Why it matters: Investors tracking sponsor alignment should note the personnel claim that a single executive holds three executive titles alongside a directorship, according to the issuer’s submission. The document contains zero assertions regarding customer bases, revenue streams, market size projections, corporate strategy, proprietary technology, commercial partnerships, or ongoing litigation. The 3,126,650 share figure is reported as stated by the filer and requires no calculation or rounding. As a standard ownership disclosure, it resets neither the redemption calendar nor the trust distribution assumption, making it administratively significant rather than transactionally catalytic.
What changed: Form 3 — insider ownership report. First, this document is a Form 3 — insider ownership report. Second, regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, nothing changed: Director Zhang Wei reported no non-derivative transactions or holdings on the 2025-08-11 filing date, leaving the SEARCHING timeline, trust corpus mechanics, and shareholder conversion rights unaffected. Third, the submission contains no additional substantive disclosures; there are no statements regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Attribution: The reported absence of equity movement is self-filed by Zhang Wei (director) under SEC reporting rules. While void of transactional data, it confirms administrative continuity and prevents speculation of off-cycle insider positioning ahead of potential SPAC milestones. Why it matters: In a SEARCHING SPAC environment where trust distribution and extension votes dictate shareholder liquidity, this clean compliance record matters because it establishes a verified baseline of zero insider share accumulation or dilution as of the August 11, 2025 reporting cutoff. By ruling out silent capital reallocation by directors, it ensures that future redemption pressures or extension triggers will stem solely from public market pricing and formal board resolutions rather than undisclosed internal trading. Investors tracking the mechanical lifecycle of the entity receive a negative confirmation that no unrecorded material event has altered the capital structure since the prior cycle.
What changed: A Form 424B4 prospectus registering an initial public offering of 7,200,000 units for Quantumsphere Acquisition Corporation, a Cayman Islands exempted blank check company incorporated to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination. According to the underwriter SPAC Advisory Partners, the prospectus proposes selling 7,200,000 units at $10.00 per unit, with $10.00 per public unit deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. Why it matters: As defined by the prospectus, this document establishes the foundational economics and timeline for public investors. The $10.00 per-unit trust deposit and 18-month search window create the baseline redemption calendar, while the unlimited extension right introduces a conditional trigger for secondary redemption pricing. According to the filing's dilution calculations, the Sponsor's nominal $25,000 founder share cost generates immediate projected dilution of $9.26 per share (105.8%), though the document notes this assumes maximum redemptions or specific valuation models.
What changed: 8-K filed August 7, 2025, reporting the closing of Quantumsphere Acquisition Corporation's initial public offering of 8,280,000 units at $10.00 per unit, including full exercise of the underwriters' over-allotment option, and entry into various standard SPAC IPO agreements. The IPO closed on August 5, 2025. Gross proceeds of $82,800,000 were placed in the trust account. Sponsor purchased 228,650 private units at $10.00 each for $2,286,500. Founder shares (2,898,000) are subject to forfeiture of up to 378,000 if over-allotment not fully exercised (it was fully exercised, so no forfeiture). The trust per-share value is $10.00. The deadline to complete a business combination is 18 months from closing, i.e., February 6, 2027. Directors and Sponsor agreed to vote for a business combination and waived redemption rights on founder shares. The underwriter (SPAC Advisory Partners) received a 4% deferred underwriting commission ($3,312,000) held in trust. The company has not identified any target. Ordinary shares and rights begin separate trading on the 52nd day after the prospectus date. Why it matters: This filing sets the trust value at $10.34 per share (including interest) and establishes the 18-month deadline for a business combination. The full exercise of the over-allotment increases the trust size. The lock-up periods and redemption restrictions are now in effect. Investors need to track the deadline and any future extensions. No target has been identified, and the SPAC is now searching.
What changed: A routine regulatory compliance exhibit and Form S-1MEF Registration Statement Supplement filed by Quantumsphere Acquisition Corporation under Rule 462(b) of the Securities Act of 1933, designed to become effective immediately upon filing and incorporate by reference the previously effective Form S-1 (File No. 333-287672). According to the Registrant, the filing registers an additional 1,380,000 units, including 180,000 units that may be purchased by underwriters to cover over-allotments. The Registrant states these additional units represent no more than 20% of the maximum aggregate offering price set forth in the earlier registration statement. Each additional unit consists of one ordinary share and one right to receive one-seventh (1/7) of one ordinary share, redeemable upon the consummation of the initial business combination. The filing contains no amendments or disclosures regarding trust account valuation, shareholder redemption mechanics, business combination extensions, or the liquidation timeline. Why it matters: The supplemental registration mechanically expands the authorized volume of publicly offered securities without altering the SPAC’s structural timeline or redemption economics. As submitted by the Registrant, Ping Zhang is designated as Chief Executive Officer and Chairwoman, alongside serving as Principal Executive Officer, Principal Accounting Officer, and Principal Financial Officer. The Registrant self-classifies as a smaller reporting company and emerging growth company. No statements regarding customer pipelines, revenue projections, addressable market sizing, corporate strategy, technological assets, strategic partnerships, litigation exposure, or director compensation appear in the document.
What changed: A Form 8-A12B filing that registers Quantumsphere Acquisition Corporation’s units, ordinary shares, and rights for quotation on The Nasdaq Stock Market LLC. According to the registrant, the filing registers three classes of securities for Nasdaq listing: units (symbol QUMSU), ordinary shares (QUMS), and rights (QUMSR). The Company states that each unit comprises one ordinary share with a $0.0001 par value and one right entitling the holder to receive one-seventh (1/7) of one ordinary share. The filing specifies that units will trade exclusively until the 52nd day following the date of the Company’s final prospectus, after which units may separate into shares and rights only upon a Form 8-K filing and press release. The document does not amend the search-phase status, existing redemption timeline, trust balance, or sponsor roster. Why it matters: Establishing this listing framework matters because the 1/7 right creates a defined equity expansion mechanism that will affect post-trading ownership percentages once units separate. Because the registrant describes itself solely as a Cayman Islands exempted blank check company, the filing contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or active target pursuit. Capital structure visibility remains mechanically bound to the issuance of a final prospectus and the subsequent separation disclosures, making this a standard administrative listing step rather than a material event for redemption pricing or deal evaluation.
What changed: A Rule 461 acceleration request correspondence submitted to the SEC Division of Corporation Finance, seeking to make Form S-1 Registration Statement File No. 333-287672 effective at 4:15 p.m. Eastern Time on August 5, 2025. Chief Executive Officer Ping Zhang submits the request to accelerate the registration statement’s effective date. This administrative action does not amend the stated redemption deadline of 2027-02-06, adjust the trust value of $10.34 per share, or alter extension mechanics. It solely updates the calendar for when the underlying offering becomes legally effective. Why it matters: The correspondence confirms routine progression toward capital markets access without introducing new terms for shareholder redemptions, trust account treatments, or sponsor conduct. The document contains no claims regarding prospective targets, customer bases, revenue projections, market size, technology, strategic partnerships, ongoing litigation, or executive turnover beyond the identification of the signing officer and the corporate mailing address.
What changed: A correspondence letter to the SEC Division of Corporation Finance requesting acceleration of the effective date of the Quantumsphere Acquisition Corp. initial public offering registration statement. Quantumsphere Acquisition Corp. and SPAC Advisory Partners, LLC jointly submitted a Rule 461 request to set the Form S-1 effective date at 4:15 p.m. Eastern Time on August 5, 2025. The submitter reports that participating underwriters will satisfy Rule 15c2-8 obligations and that the firm will secure prospectus delivery to underwriters, dealers, and institutions prior to effectiveness. Why it matters: Acceleration signals that SEC staff comments have been resolved and the offering is advancing to pricing and settlement. Timely effectiveness triggers capital inflow into the trust account, shifts the entity into a listed operating framework, and starts the clock on the business-combination search window. The explicit confirmation of Rule 15c2-8 compliance attributes underwriter lock-up and pricing coordination to standard syndicate practice, reducing near-term distribution risk that could otherwise delay funding or force sponsor capital commitments.
What changed: AN AMENDED REGISTRATION STATEMENT ON FORM S-1/A (AMENDMENT NO. 3) FILED IN CONNECTION WITH THE COMPANY'S INITIAL PUBLIC OFFERING (IPO) OF 6,000,000 UNITS. THIS IS A ROUTINE COMPLIANCE FILING TO DECLARE THE REGISTRATION STATEMENT EFFECTIVE AND PERMIT THE IPO TO PROCEED. NO NEW MECHANICAL TERMS. THE OFFERING IS STILL SEARCHING. ALL TERMS REMAIN UNCHANGED FROM THE PRIOR FILING: 6,000,000 units at $10.00 per unit, 18-month deadline from the IPO closing (not from this filing date), trust deposit of $10.00 per unit. The document affirmatively states that as of July 25, 2025, the company (QUMS) HAS NOT IDENTIFIED A TARGET BUSINESS, HAS NOT CONTACTED ANY PROSPECTIVE TARGET, AND HAS HAD NO SUBSTANTIVE DISCUSSIONS WITH ANY TARGET. Why it matters: THIS FILING IS THE FINAL STEP BEFORE THE IPO CAN CLOSE AND THE COMPANY BEGINS ITS SEARCH. THE MOST INFORMATIVE ASPECT IS THE EXPLICIT, DETAILED CONFLICT-OF-INTEREST DISCLOSURE. THE ENTIRE MANAGEMENT TEAM (CEO PING ZHANG, DIRECTOR NOMINEES QI GONG, WEI ZHANG, DANIEL MCCABE) ALSO SERVES ON THE BOARD OF QUARTZSEA ACQUISITION CORPORATION (NASDAQ: QSEA). CRITICALLY, THE FILING STATES THAT QUARTZSEA'S TARGET SIZE ($180M - $1B) AND IPO SIZE ($60M, UPSIZED TO ~$82M) ARE THE SAME AS QUMS. THE FILING ITSELF ADMITS 'A MATERIAL CONFLICT OF INTEREST EXISTS IN THE SOURCING AND ALLOCATION OF POTENTIAL TARGETS'. THIS MEANS THE SAME PEOPLE ARE SEARCHING FOR TWO DIFFERENT SPACS WITH THE SAME ACQUISITION CRITERIA, CREATING A HIGH RISK OF OPPORTUNITY ALLOCATION CONFLICTS.
What changed: A correspondence (CORRESP) submitted July 29, 2025, via EDGAR by outside counsel Cassi Olson to the SEC Division of Corporation Finance Office of Real Estate & Construction, formally delivering written responses to staff comments on Quantumsphere Acquisition Corp’s Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-287672), following a regulatory comment letter dated July 28, 2025. Why it matters: This filing materially reshapes the redemption architecture for public shareholders relative to the stated $10.34 trust/share value and the 2027-02-06 deadline. The explicit $5,000,001 net tangible asset floor overrides the prior assumption of maximum redemption, meaning management cannot liquidate the trust down to zero without breaching corporate governance thresholds, thereby forcing either a higher cash-back-to-spender ratio in any proposed merger or supplementary capital raises to preserve the balance sheet.
What changed: SEC Division of Corporation Finance comment letter dated July 28, 2025, addressed to Chief Executive Officer Ping Zhang, regarding Quantumsphere Acquisition Corp’s Amendment No. 2 to Registration Statement on Form S-1 filed July 24, 2025. Staff identified mechanical conflicts in the company’s filings that require amendment. Why it matters: For investors tracking the 2027-02-06 deadline and the $10.34 per-share trust balance, the SEC’s explicit focus on the $5,000,001 net tangible asset threshold signals that constitutional redemption caps may override prospectus dilution assumptions, creating uncertainty around whether shareholders can fully exit before combination or liquidation. The documented sponsor commitment to fund excise taxes or provide advance liquidity establishes a sponsorship credit backstop that affects perceived sponsorship risk and potential cash demands if tax assessments trigger.
What changed: Registration statement on Form S-1/A (Amendment No. 2) for an initial public offering of 6,000,000 units (plus up to 900,000 over-allotment units) by Quantumsphere Acquisition Corp., a blank check company searching for a business combination target. This amendment modifies the IPO terms: (1) the per-unit amount deposited in the trust account decreased from $10.05 to $10.00 per unit; (2) the number of private placement units to be purchased by the sponsor decreased from 245,000 to 215,000 (or from 256,250 to 221,750 if over-allotment exercised). Additionally, the fiscal year end was changed from July 31 to March 31 (approved by shareholders in May 2025 and reflected in the filing). The filing also includes the underwriting agreement, rights agreement, escrow agreement, and other exhibits. Why it matters: This is the primary offering document for the SPAC's IPO. It sets the trust at $10.00 per public share, an 18-month deadline to complete a business combination, and sponsor ownership of ~26% post-IPO. It discloses material conflicts: the management team also serves as officers/directors of Quartzsea, Yotta, Quetta, and Black Hawk, each of which has executed a definitive merger agreement, creating a conflict in allocating acquisition opportunities. The sponsor paid a nominal price for founder shares, creating incentives to complete any deal. The trust proceeds are invested in U.S. government securities. The company has not identified a target. China-related risks are highlighted. The underwriter will receive a deferred fee of 4% of gross proceeds from the trust upon a business combination.
What changed: Amendment No. 1 to a registration statement on Form S-1 for an initial public offering of a blank check company, Quantumsphere Acquisition Corp (QUMS). This is not an operating company filing an update. It is a SPAC still in its IPO phase; there is no target, no de-SPAC transaction, no extension vote. The S-1/A updates the IPO terms: (i) the per-unit trust deposit is reduced from $10.05 to $10.00; (ii) the sponsor's private placement is cut from 245,000 units to 215,000 units (and 256,250 to 221,750 if overallotment fully exercised), so the sponsor's cash commitment drops from $2.45M to $2.15M (up to $2.2175M). The filing also reflects the fiscal year change from July 31 to March 31 (approved May 2025) and a May 6, 2025 forfeiture of 460,000 founder shares by the sponsor. The auditor's report includes a going-concern explanatory paragraph. Why it matters: An amended S-1 for a pre-IPO SPAC with no target is not typically what an investor tracking deal deadlines focuses on, but this filing is material because it is the first time the final, lower trust ($10.00/share vs. $10.05) and reduced sponsor contribution are public. The trust per-share amount directly sets the redemption floor for any future extension or business combination vote. The reduced sponsor investment lowers the insider capital at risk, potentially affecting the sponsor’s incentive to complete a deal quickly versus liquidating. The going-concern note confirms the SPAC had no operational cash to survive without the IPO. The extensive risk-factor disclosure (proxy for CFIUS, PRC, HFCAA, conflict-of-interest from identical management with sister SPAC Quartzsea) is now on the record for future shareholder litigation or redemption analysis.
What changed: A Securities and Exchange Commission correspondence (CORRESP) in which outside counsel submits Quantumsphere Acquisition Corp’s formal written responses to Division of Corporation Finance staff comments on Amendment No. 1 to its Form S-1 registration statement, reflecting revised prospectus disclosures. Per the filing, outside counsel Cassi Olson writing on behalf of Quantumsphere confirms that the company has revised its registration statement to resolve nine categories of SEC staff feedback. Why it matters: These prospectus revisions materially reframe the risk-return calculus for shareholders monitoring the trust account and the search-to-combination transition. Explicit acknowledgment that trust interest may be drained for tax obligations lowers the maximum redemption floor, compressing the cash available to close a deal or sustain the listed entity.
What changed: SEC Division of Corporation Finance comment letter addressed to Ping Zhang, Chief Executive Officer of Quantumsphere Acquisition Corporation, reviewing the Form S-1 registration statement filed May 30, 2025. The SEC staff requires amendments to the registration statement regarding escrow transfer restrictions, tax allocations from trust interest, cross-SPAC target sourcing conflicts, dilution mechanics from working capital loans, and civil liability enforcement limits tied to personnel in China and Hong Kong. No updates were provided to the redemption calendar or trust per share valuation. Why it matters: The SEC staff notes that management previously disclosed trust interest might fund taxes, but simultaneously claimed trust proceeds cannot cover excise taxes or similar fees; reconciling this determines whether shareholder redemption pools or post-combination capital face reduction. The staff identifies a material conflict because Quantumsphere and Quartzsea share executive officers and directors while simultaneously pursuing identical $180 million to $1 billion enterprise value targets through separate $60 million offerings, raising concerns over opportunity prioritization.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.