QUMSHIGH SIGNALOPERATIONAL10-Q

QUMS has entered into a definitive merger agreement on October 3, 2025, with Singapore-based SACH Pte. Ltd., marking a significant milestone in the SPAC's business combination process.

This represents the culmination of the SPAC's target identification process, moving from the search phase to execution of a definitive business combination agreement. The formation of new Cayman Islands entities (Pubco and Merger Sub) to facilitate the transaction indicates serious progression toward completing the business combination, which is critical for SPAC investors as it provides a concrete exit opportunity and potential value realization.

Comparing 2026-02-20 vs 2025-11-14View on EDGAR →
FINANCIAL ANALYSIS

The financial picture shows mixed signals with dramatic volatility - net income swung from -$106K to +$416K (a 493% improvement), yet operating income deteriorated 46.5% to -$897K, suggesting the positive net income was driven by non-operating items. The balance sheet weakened significantly with current assets declining 40% to $354K while current liabilities more than doubled to $139K, and operating cash flow worsened 57% to -$854K, indicating mounting financial pressure that makes the pending merger agreement critically important for the company's future viability.

FINANCIAL STATEMENT CHANGES
Net Income
P&L
+493.1%
-$106K$416K

Net income grew 493.1% — bottom-line growth signals improving overall business health.

Current Liabilities
Balance Sheet
+177.4%
$50K$139K

Current liabilities surged 177.4% — significant near-term obligations; verify ability to meet short-term debt.

Operating Cash Flow
Cash Flow
-56.6%
-$546K-$854K

Operating cash flow fell 56.6% — earnings quality concerns; investigate working capital changes and non-cash items.

Operating Income
P&L
-46.5%
-$613K-$897K

Operating income deteriorated sharply — investigate whether driven by one-time charges or structural cost issues.

Current Assets
Balance Sheet
-39.9%
$590K$354K

Current assets declined 39.9% — monitor working capital adequacy and short-term liquidity.

Stockholders Equity
Balance Sheet
-10.2%
-$2.8M-$3.1M

Equity decreased 10.2% — buybacks or losses reducing book value, monitor solvency ratios.

LANGUAGE CHANGES
NEW — 2026-02-20
PRIOR — 2025-11-14
ADDED
As of December 31, 2025, the Company had not commenced any operations.
Subsequent to the IPO, the Company s efforts have focused on identifying a target company for a Business Combination.
Merger Agreement 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 ), Pubco, and Merger Sub.
In connection with the proposed business combination described in the Merger Agreement, Pubco and Merger Sub were formed to facilitate the transaction.
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REMOVED
Financial Statements 1 Condensed Balance Sheets as of September 30, 2025 and March 31, 2025(Unaudited) 1 Unaudited Condensed Statement of Operations for the Three Months and Six Months ended September 30, 2025 (unaudited) 2 Unaudited Condensed Statement of Changes in Shareholder s (Deficit) Equity for the Three and Six months Ended September 30, 2025 3 Unaudited Condensed Statement of Cash Flows for the Six Months Ended September 30, 2025 4 Notes to Unaudited Condensed Financial Statements 5 Item 2.
Ordinary shares have been retroactively restated to reflect the first to the Subscription Agreement, which allowed the Sponsor to increase the purchase of ordinary shares from 2,415,000 to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
As of September 30, 2025, the Company had not commenced any operations.
Merger Agreement On October 3, 2025, Quantumsphere Acquisition Corporation (the Company or the 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 ( SACH ), QUMS Pubco Ltd., a Cayman Islands exempted company ( Pubco ) and wholly owned subsidiary of the Company, and SACH Merge Sub Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Pubco ( Merger Sub ).
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