Quantumsphere Acquisition Corp

Previous wording

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. Each of Pubco and Merger Sub has been duly incorporated as a Cayman Islands exempted company in accordance with the terms of the Merger Agreement.

Current wording

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”), QUMS Pubco Ltd., a Cayman Islands exempted company (“Pubco”), and SACH Merge Sub Ltd., a Cayman Islands exempted company (“Merger Sub”).

Previous wording

On the terms and subject to the conditions of the Merger Agreement, the Company will merge with and into Pubco, with Pubco surviving as the publicly listed company (the “SPAC Merger”). 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.

Current wording

On the terms and subject to the conditions of the Merger Agreement, the Company will merge with and into Pubco, with Pubco surviving as the publicly listed company (the “SPAC Merger”). The remaining transactions contemplated by the Merger Agreement will be effected in accordance with the merger structure described therein.

Previous wording

Under the Merger Agreement, all of the issued and outstanding shares of SACH will be exchanged for newly issued ordinary shares of Pubco, and no cash consideration will be paid to SACH shareholders. The transaction values SACH at an equity value of approximately $300 million. 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) will retain their existing equity interests in Pubco following the transaction. The final ownership percentages will depend on the level of redemptions by Quantumsphere’s public shareholders and other transaction adjustments.

Current wording

Under the Merger Agreement, all of the issued and outstanding shares of SACH will be exchanged for newly issued ordinary shares of Pubco, and no cash consideration will be paid to SACH shareholders. The transaction values SACH at an equity value of approximately $300 million. 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. The final ownership percentages will depend on the level of redemptions by the Company’s public shareholders and other transaction adjustments.

Previous wording

The closing of the Business Combination is subject to approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing conditions and the availability of minimum cash proceeds following any redemptions of the Company’s public shares. The Merger Agreement may be terminated by either party under customary circumstances, including failure to consummate the transaction by July 31, 2026 or a material breach of representations, warranties, or covenants.

Current wording

The closing of the Business Combination is subject to approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing conditions and the availability of minimum cash proceeds following any redemptions of the Company’s public shares. The Merger Agreement may be terminated by either party under customary circumstances, including failure to consummate the transaction by July 31, 2026 or a material breach of representations, warranties, or covenants. The Merger Agreement does not provide for any termination fees payable by either party solely as a result of such termination.

Previous wording

Pubco, the Sponsor, certain HoldCo shareholders, and other key holders entered into Lock-Up Agreements restricting the transfer of certain Pubco ordinary shares for specified periods following the closing of the Business Combination.

Current wording

Pubco, the Sponsor, certain HoldCo shareholders, and other key holders have entered into Lock-Up Agreements that will become effective upon the consummation of the Business Combination, restricting the transfer of certain Pubco ordinary shares for specified periods following the closing of the Business Combination.

Previous wording

Pubco, the Sponsor, and certain investors entered into a Registration Rights Agreement providing such investors with customary demand and piggyback registration rights with respect to Pubco ordinary shares received in the Business Combination.

Current wording

Pubco, the Sponsor, and certain investors have entered into a Registration Rights Agreement that will become effective upon the consummation of the Business Combination, providing such investors with customary demand and piggyback registration rights with respect to Pubco ordinary shares received in the Business Combination.

Previous wording

For the three ended September 30, 2025, we had a net loss of $90,319, which consisted of general and administrative expenses of $596,977, partially offset by interest income of $506,658.

Current wording

For the three months ended December 31, 2025, we had a net income of $521,600, which consisted of interest income of $806,338, partially offset by general and administrative expenses of $284,738.

Previous wording

For the six months ended September 30, 2025, we had a net loss of $105,778, which consisted of general and administrative expenses of $612,727, partially offset by interest income of $506,949.

Current wording

For the nine months ended December 31, 2025, we had a net income of $415,822, which consisted of interest income of $1,313,287, partially offset by general and administrative expenses of $897,465.

Previous wording

For the period from July 23, 2024 (Inception) to September 30, 2024, we had a net loss of $12,089, all of which consisted of general and administrative expenses.

Current wording

For the period from July 23, 2024 (Inception) to December 31, 2024, we had a net loss of $15,929, all of which consisted of general and administrative expenses.

Previous wording

As of September 30, 2025, we had cash of $444,818 and a working capital of $539,658.

Current wording

As of December 31, 2025, we had cash of $281,173 and a working capital of $215,060.

Previous wording

On March 9, 2025 and July 22, 2025, the Sponsor agreed to loan the Company up to an aggregate amount of $200,000 and $500,000, respectively, to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Notes”). Prior to the closing of the IPO on August 7, 2025, the Company has an outstanding loan balance of $210,000 under the Promissory Notes. The Promissory Notes are unsecured, interest-free and due on the date on which the Company closes the IPO. The loan balance was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on August 7, 2025.

Current wording

On March 9, 2025 and July 22, 2025, the Sponsor agreed to loan the Company up to an aggregate amount of $200,000 and $500,000, respectively, to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Notes”). Prior to the closing of the IPO on August 7, 2025, the Company has an outstanding loan balance of $210,000 under the Promissory Notes. The Promissory Notes are unsecured, interest-free and due on the date on which the Company closes the IPO. The loan balance was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on August 7, 2025. The Promissory Notes have been retired and are no longer available for further drawdowns.

Previous wording

The underwriters is entitled to a cash underwriting discount of 0.71% of the gross proceeds of the Proposed Public Offering, or $510,000 (or $586,500 if the over-allotment option is exercised in full). In addition, SAP will be entitled to a deferred fee of 4.0% of the gross proceeds of the Proposed Public Offering, or $3,312,000, which will be paid upon the closing of a Business Combination solely from amounts remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation of the initial Business Combination and such deferred fee shall be capped at such amount so remaining in the Trust Account.

Current wording

The underwriters were paid a cash underwriting discount of 0.71% of the gross proceeds of the IPO, or $586,500. In addition, SAP will be entitled to a deferred fee of 4.0% of the gross proceeds of the IPO, or $3,312,000, which will be paid upon the closing of a Business Combination solely from amounts remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation of the initial Business Combination and such deferred fee shall be capped at such amount so remaining in the Trust Account.

Previous wording

The preparation of unaudited financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies and estimates.

Current wording

The preparation of unaudited financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates.