QUMSHIGH SIGNALOPERATIONAL10-Q

QUMS has entered into a definitive merger agreement with SACH Pte. Ltd. and formed new subsidiary entities to facilitate the business combination transaction.

This represents a material development for the SPAC as it moves from the target identification phase to executing a definitive business combination. The formation of Pubco and Merger Sub entities indicates the transaction structure is being established, though completion remains subject to typical closing conditions and shareholder approvals.

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

Operating losses improved meaningfully quarter-over-quarter, reflecting reduced expenses during the transaction period. Current assets declined by approximately 40% to $354K, while stockholders' deficit increased modestly to -$3.1M. The financial profile reflects a typical SPAC in transaction mode with controlled cash burn as management focus shifts to deal execution.

FINANCIAL STATEMENT CHANGES
Operating Income
P&L
+52.3%
-$597K→-$285K

Operating leverage kicking in — revenue growth outpacing cost growth, a hallmark of scaling businesses.

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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