QUMSR — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• On October 3, 2025, Quantumsphere Acquisition Corporation, a Cayman Islands exempted company (“Quantumsphere” or the “Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omnivate Global Ltd., a Cayman Islands exempted company (the “HoldCo”), SACH Pte. Ltd., an exempt…

• Upon the closing of the transactions contemplated by the Merger Agreement, Quantumsphere will merge with and into PubCo, resulting in all Quantumsphere shareholders becoming shareholders of the PubCo. Concurrently therewith, Merger Sub will merge with and into HoldCo, with HoldCo surviving the merge…

• 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 equal to $300,000,000 divided by $10.00 per share.

• The board of directors of Quantumsphere has unanimously (i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of Quantu…

• We have neither engaged in any operations nor generated any revenue to date. Our only activities from July 23, 2024 (Inception) through June 30, 2026, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial busi…

Text removed vs the prior filing · source: 10-Q · 2026-02-20

• We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our…

• On August 7, 2025, the Company consummated its initial public offering (“IPO”) of 8,280,000 units (the “Public Units”), including the full exercise of the underwriter’s over-allotment option for 1,080,000 additional Units, at a price of $10.00 per Unit, generating gross proceeds of $82,800,000. Simu…

• On August 8, 2025, the Company entered into a finder’s agreement with Aspira Capital Consulting LTD (“Aspira”) pursuant to which the Company agreed to pay Aspira (i) a one-time, non-refundable retainer fee of $300,000, (ii) a success fee of $3,500,000 payable upon the closing of a qualifying transac…

• The Company continues to work toward consummation of the Business Combination, subject to the satisfaction of customary closing conditions.

• On October 3, 2025, the Company 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 (“SACH”), QUMS Pubco Ltd., a Cayman Islands exempted company (“Pubco”),…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• During the quarter ended June 30, 2026, none of the Company’s directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K.

Text removed vs the prior filing · source: 10-Q · 2026-02-20

• (a) On September 26, 2025, the Company issued a press release announcing that holders of its 8,280,000 units sold in its initial public offering may elect to separately trade the ordinary shares and rights included in the units, commencing on or about September 30, 2025. Any units not separated will…

• (b) On October 10, 2025, the Company filed an Amendment No. 1 to its Current Report on Form 8-K originally filed on August 13, 2025, to include additional disclosure regarding a finder fee agreement dated August 8, 2025, with Aspira Capital Consulting LTD. The amendment did not otherwise modify the …