Quantumsphere Acquisition Corp. Files 8-K with Key Corporate Updates

TL;DR

QUMSU dropped an 8-K detailing material agreements, equity sales, and exec changes. Big moves ahead.

AI Summary

Quantumsphere Acquisition Corp. (QUMSU) filed an 8-K on August 7, 2025, detailing several material events. These include entering into a material definitive agreement, unregistered sales of equity securities, changes in directors and officers, amendments to its articles of incorporation, and other events. The filing also includes financial statements and exhibits related to these activities.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes for Quantumsphere Acquisition Corp., which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks for investors.

Key Players & Entities

• Quantumsphere Acquisition Corp. (company) — Filer of the 8-K
• 0001829126-25-005919 (document_id) — Accession Number for the filing
• 20250807 (date) — Filing date of the 8-K
• 20250805 (date) — Period of report
• QUMSU (ticker) — Ticker symbol for Quantumsphere Acquisition Corp.

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary shares, par value $0.0001 per share QUMS The Nasdaq Stock Mar
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating total gross procee
• $82,800,000 — nit, generating total gross proceeds of $82,800,000. In connection therewith and the closi
• $2,286,500 — ment Unit, generating total proceeds of $2,286,500. The Placement Units (and the underlyin
• $50,000 — ased to us to pay our taxes (less up to $50,000 of interest to pay liquidation and diss

Filing Documents

• quantumsphereacq_8k.htm (8-K) — 64KB
• quantumsphereacq_ex1-1.htm (EX-1.1) — 227KB
• quantumsphereacq_ex3-1.htm (EX-3.1) — 748KB
• quantumsphereacq_ex4-1.htm (EX-4.1) — 56KB
• quantumsphereacq_ex10-1.htm (EX-10.1) — 46KB
• quantumsphereacq_ex10-2.htm (EX-10.2) — 92KB
• quantumsphereacq_ex10-3.htm (EX-10.3) — 93KB
• quantumsphereacq_ex10-4.htm (EX-10.4) — 92KB
• quantumsphereacq_ex10-5.htm (EX-10.5) — 64KB
• quantumsphereacq_ex10-6.htm (EX-10.6) — 47KB
• quantumsphereacq_ex10-7.htm (EX-10.7) — 48KB
• quantumsphereacq_ex99-1.htm (EX-99.1) — 7KB
• quantumsphereacq_ex99-2.htm (EX-99.2) — 7KB
• ex3-1_001.jpg (GRAPHIC) — 3KB
• 0001829126-25-005919.txt ( ) — 2087KB
• qumsu-20250805.xsd (EX-101.SCH) — 4KB
• qumsu-20250805_def.xml (EX-101.DEF) — 27KB
• qumsu-20250805_lab.xml (EX-101.LAB) — 37KB
• qumsu-20250805_pre.xml (EX-101.PRE) — 25KB
• quantumsphereacq_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 5, 2025, Quantumsphere Acquisition Corporation (the "Company") consummated its initial public offering (the "IPO") of 7,200,000 units (the "Units"). In connection with the closing of the IPO, the underwriter fully exercised its over-allotment option to purchase 1,080,000 additional Units (the "OA Option") for an aggregate of 8,280,000 Units sold. 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 (Rights"). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $82,800,000. In connection therewith and the closing of the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1, as amended (File No. 333-287672) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the "Commission") on May 30, 2025 (the "Registration Underwriting Agreement, dated August 5, 2025, by and between the Company and SPAC Advisory Partners (the "Underwriting Agreement"), a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference; Rights Agreement, dated August 5, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference; Letter Agreement, dated August 5, 2025, by and among the Company, its officers and directors, and Whiteowl Holdings LLC (the "Sponsor"), a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference; Investment Management Trust Agreement, dated August 5, 2025, by and between the Company and Contine

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. 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 "Placement Units"), each Placement Unit consisting of one Ordinary Share and one Right, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $2,286,500. The Placement Units (and the underlying securities) are identical to the Units sold in the IPO and the OA Option, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 5, 2025, in connection with the IPO, Wei (Victor) Zhang, Daniel M. McCabe and Qi Gong (collectively, the "Directors" and each, a "Director") were appointed to the board of directors of the Company (the "Board"). Effective August 5, 2025, each of Wei (Victor) Zhang, Daniel McCabe and Qi Gong were also appointed to the Board's Audit Committee and Compensation Committee. The Directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company's behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Other than the foregoing, none of the Directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any Director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

03 Amendments to Articles of Incorporation or Bylaws

Item 5.03 Amendments to Articles of Incorporation or Bylaws. On August 5, 2025, the Company adopted its Third Amended and Restated Memorandum and Articles of Association. The Third Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 hereto and incorporated by reference herein.

01 Other Events

Item 8.01 Other Events. A total of $82,800,000 of the net proceeds from the IPO, OA Option, and the Private Placement were placed in a U.S.-based trust account established for the benefit of the Company's public shareholders and maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes (less up to $50,000 of interest to pay liquidation and dissolution expenses), our Third Amended and Restated Memorandum and Articles of Association and the trust agreement among the company and Continental Stock Transfer & Trust Company provide that the proceeds from this offering will not be released from the trust account until the earliest of: (a) the completion of our initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our Third Amended and Restated Memorandum and Articles of Association to (i) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the combination period or (ii) with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity, and (c) the redemption of our public shares if we are unable to complete our initial business combination within the combination period, subject to applicable law. Copies of the press releases issued by the Company announcing the pricing of the IPO and the closing of the IPO are filed as Exhibits 99.1 and 99.2, respectively, hereto and incorporated by reference herein. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed with this Form 8-K: Exhibit No. Description 1.1 Underwriting Agreement, dated August 5, 2025, by and between the Company and SPAC Advisory Partners a division of Kingswood Capital Partners, LLC 3.1 Third Amended and Restated Memorandum and Articles of Association 4.1 Rights Agreement, dated August 5, 2025 by and between the Company and Continental Stock Transfer & Trust Company 10.1 Letter Agreement, dated August 5, 2025, by and among the Company, its officers and directors, and Whiteowl Holdings LLC 10.2 Investment Management Trust Agreement, dated August 5, 2025, by and between the Company and Continental Stock Transfer & Trust Company 10.3 Registration Rights Agreement, dated August 5, 2025, by and between the Company and Whiteowl Holdings LLC 10.4 Form of Indemnity Agreement, dated August 5, 2025, by and between the Company and each director and officer of the Company 10.5 Subscription Agreement, as amended, by and between the Company and Whiteowl Holdings LLC 10.6 Share Escrow Agreement, dated August 5, 2025, by and between the Company and Continental Stock Transfer & Trust Company 10.7 Private Placement Unit Purchase Agreement, dated August 5, 2025, by and between the Company and the Sponsor 99.1 Press Release Announcing Pricing of IPO 99.2 Press Release Announcing Closing of IPO 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Quantumsphere Acquisition Corporation Date: August 7, 2025 By: /s/ Ping Zhang Name: Ping Zhang Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR