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.
Each of Pubco and Merger Sub has been duly incorporated as a Cayman Islands exempted company.
The remaining transactions contemplated by the Merger Agreement will be effected in accordance with the merger structure described therein The SPAC Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are collectively referred to as the Business Combination.
Upon consummation of the Business Combination, the ownership and capitalization of Pubco will be as set forth in the Merger Agreement.
Upon completion of the Business Combination, the existing shareholders of SACH will receive newly issued ordinary shares of Pubco based on the agreed valuation in the Merger Agreement, and the existing shareholders of the Company (including the Sponsor) are expected to receive equity interests in Pubco pursuant to the terms of the Merger Agreement.
Settlement of the SPAC s Operation and Maintenance Fees Under the Merger Agreement, SACH and HoldCo agreed to advance certain operation and maintenance funding to the Sponsor in three loans consisting of Sponsor Loan I, Sponsor Loan II and Sponsor Loan III (collectively, the Sponsor Loans ) totaling $ 1.0 million.
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 ).
In connection with the proposed business combination described in the Merger Agreement, the Company caused the formation of Pubco and Merger Sub.
Immediately prior to the Acquisition Merger (as defined below), HoldCo will become the direct parent of SACH.
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 SACH as its wholly-owned subsidiaries, and Pubco s ordinary shares are expected to remain listed on the Nasdaq Stock Market LLC.
The transaction values SACH at an equity value of approximately $ 300 million.