QUMSUHIGH SIGNALOPERATIONAL10-Q

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

This represents a major milestone for the SPAC as it has identified and agreed to acquire its target company, moving from the search phase to execution phase. The formation of new Cayman Islands entities (Pubco and Merger Sub) indicates the transaction structure is being formalized, though regulatory and shareholder approvals will still be required to complete the business combination.

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

The company's operating loss improved meaningfully quarter-over-quarter, while current assets declined by approximately 40% and stockholders' deficit increased modestly. The financial profile remains consistent with a pre-revenue SPAC focused on completing its business combination, with the operating improvement likely reflecting reduced search-related expenses now that a target has been identified.

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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