Press release·08/14/2026 23:01:46

Overview

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

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

Upon the closing of the transactions, Quantumsphere will merge with and into PubCo, and Merger Sub will merge with and into HoldCo, with HoldCo surviving the merger and resulting in PubCo acquiring 100% of the issued and outstanding equity securities of HoldCo. The aggregate consideration to be paid to the SACH shareholders in the Acquisition Merger is $300,000,000, payable in newly issued PubCo Ordinary Shares.

Results of Operations

Quantumsphere has not engaged in any operations or generated any revenue to date. Its only activities have been organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.

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

For the three months ended June 30, 2025, the company had a net loss of $15,459, which consisted of formation and operating costs of $15,750, offset by interest income of $291.

Liquidity and Capital Resources

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

Upon the closing of the IPO and the private placement, a total of $82,800,000 from the net proceeds was placed in a trust account and will be invested only in U.S. government treasury bills or money market funds.

As of June 30, 2026, the company had cash of $4,901 and a working capital deficit of $143,042. The company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. There is no assurance that the company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. Therefore, management has determined that these conditions raise substantial doubt about the company’s ability to continue as a going concern.

Contractual Obligations

The company has the following contractual obligations:

1. Promissory Note - Related Party: The company had an outstanding loan balance of $210,000 under the Promissory Notes, which were repaid upon the closing of the IPO.

2. Administrative Services Agreement: The company entered into an agreement with the Sponsor to pay $15,000 per month for office space and administrative and support services. The company incurred $45,000 and $0 for the three months ended June 30, 2026 and June 30, 2025, respectively.

3. Underwriting Agreement: The underwriters were paid a cash underwriting discount of 0.71% of the gross proceeds of the IPO, or $586,500. In addition, the underwriters will be entitled to a deferred fee of 4.0% of the gross proceeds of the IPO, or $3,312,000, payable upon the closing of a Business Combination.

4. Finder’s Agreement: The company entered into a Finder’s Agreement with Aspira Capital Consulting LTD, agreeing to pay a one-time, non-refundable retainer fee of $300,000 and a success fee of $3,500,000, payable upon the closing of a transaction.

Critical Accounting Estimates and Recent Accounting Standards

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

Outlook

Quantumsphere is a blank check company that has not engaged in any operations or generated any revenue to date. The company’s only activities have been organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.

The company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. There is no assurance that the company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. Therefore, management has determined that these conditions raise substantial doubt about the company’s ability to continue as a going concern.

The company’s future success will depend on its ability to identify and complete a successful business combination within the prescribed timeline. If the company does not complete a Business Combination within the prescribed timeline, the company will trigger an automatic winding up, dissolution and liquidation.