Quantumsphere Acquisition Corp. Files 8-K for Material Agreement

TL;DR

QUMSU filed an 8-K for a material definitive agreement on Oct 3rd.

AI Summary

Quantumsphere Acquisition Corp. filed an 8-K on October 6, 2025, reporting a material definitive agreement entered into on October 3, 2025. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in the Cayman Islands and its fiscal year ends on March 31.

Why It Matters

This 8-K filing indicates that Quantumsphere Acquisition Corp. has entered into a significant agreement, which could lead to a business combination or other material event for the company.

Risk Assessment

Risk Level: medium — 8-K filings reporting material definitive agreements can signal significant corporate events, but the specific nature and impact are not detailed in this summary.

Key Numbers

• 0331 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• Quantumsphere Acquisition Corp. (company) — Registrant
• October 3, 2025 (date) — Date of earliest event reported
• October 6, 2025 (date) — Filing date
• Cayman Islands (location) — Jurisdiction of incorporation
• 001-42787 (company_id) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary shares, par value $0.0001 per share QUMS The Nasdaq Stock Mar
• $300,000,000, b — ares with an aggregate value equal to US$300,000,000, based upon a per share value of US$10.00,
• $10 — ,000, based upon a per share value of US$10.00, subject to adjustments as provided
• $5,000,001 — ll have net tangible assets of at least $5,000,001; (e) Pubco's initial listing applicatio

Filing Documents

• quantumsphereacq_8k.htm (8-K) — 61KB
• quantumsphereacq_ex2-1.htm (EX-2.1) — 419KB
• quantumsphereacq_ex10-1.htm (EX-10.1) — 72KB
• quantumsphereacq_ex10-2.htm (EX-10.2) — 71KB
• quantumsphereacq_ex10-3.htm (EX-10.3) — 84KB
• quantumsphereacq_ex10-4.htm (EX-10.4) — 175KB
• quantumsphereacq_ex99-1.htm (EX-99.1) — 36KB
• 0001829126-25-007899.txt ( ) — 1311KB
• qumsu-20251003.xsd (EX-101.SCH) — 4KB
• qumsu-20251003_def.xml (EX-101.DEF) — 27KB
• qumsu-20251003_lab.xml (EX-101.LAB) — 37KB
• qumsu-20251003_pre.xml (EX-101.PRE) — 25KB
• quantumsphereacq_8k_htm.xml (XML) — 7KB

01

Item 1.01 Entry into a Material Definitive Agreement . On October 3, 2025, Quantumsphere Acquisition Corporation, a Cayman Islands exempted company (the " Parent " or " SPAC "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among Omnivate Global Ltd., a Cayman Islands exempted company (" HoldCo "), SACH Pte. Ltd., a Singapore exempted company (" Company "), QUMS Pubco Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of Parent (" Purchaser "), and SACH Merge Sub Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of Purchaser (" Merger Sub "). The Mergers On the terms and subject to the conditions of the Merger Agreement, Quantumsphere will merge with and into Pubco, with Pubco surviving as the publicly listed company (the " SPAC Merger "). Immediately prior to the Acquisition Merger, HoldCo will become the direct parent of the Company. Immediately thereafter, Merger Sub will merge with and into HoldCo, with HoldCo surviving as a wholly-owned subsidiary of Pubco (the " Acquisition Merger "). The SPAC Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are collectively referred to as the " Business Combination ," and as a result of the Business Combination, Pubco will continue as a Cayman Islands exempted company, with HoldCo and the Company as its wholly-owned subsidiaries, and Pubco's ordinary shares are expected to remain listed on the Nasdaq Stock Market LLC (" Nasdaq "). Immediately prior to the SPAC Merger, every issued and outstanding unit issued by Quantumsphere in a private placement at the time of the consummation of Quantumsphere's initial public offering (the " IPO ") consisting of (i) one Quantumsphere ordinary share, par value $0.0001 per share (" SPAC Ordinary Share ") and (ii) one right, entitling the holder thereof to one-seventh of one Pubco ordinary share (the " SPAC Right "), will be automatically separated and the holder thereof w

01

Item 7.01 Regulation FD Disclosure. On October 3, 2025, the parties issued a press release (the " Press Release ") announcing the execution of the Merger Agreement and the transactions contemplated thereby. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be deemed to be incorporated by reference into any filing of Quantumsphere under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1. 3 IMPORTANT NOTICES Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on current expectations of the respective management of Quantumsphere, Pubco and Holdco and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated October 3, 2025 10.1 Sponsor Support Agreement, dated October 3, 2025 10.2 Company Shareholder Support Agreement, dated October 3, 2025 10.3 Form of Lock-up Agreement 10.4 Registration Rights Agreement, dated October 3, 2025 99.1 Press Release, dated October 3, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. 5 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: October 3, 2025 By: /s/ Ping Zhang Name: Ping Zhang Title: Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR