QUMSUHIGH SIGNALOPERATIONAL10-Q

QUMSU has entered into a definitive merger agreement with SACH Pte. Ltd. on October 3, 2025, marking significant progress toward completing its business combination as a SPAC.

This represents a major milestone for the SPAC as it transitions from the target search phase to executing a definitive business combination, which is critical for avoiding liquidation and delivering returns to investors. The formation of new subsidiary entities (Pubco and Merger Sub) specifically to facilitate this transaction demonstrates concrete progress toward deal completion.

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

The financial picture shows mixed signals with net income swinging dramatically from a -$106K loss to a $416K profit (+493%), while operating performance deteriorated with operating income declining 46.5% to -$897K and operating cash flow worsening 56.6% to -$854K. The balance sheet weakened significantly with current assets falling 40% to $354K, current liabilities surging 177% to $139K, and stockholders' equity deficit expanding 10% to -$3.1M, suggesting increased deal-related expenses and cash burn as the SPAC progresses toward its business combination.

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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