What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-09-19 · 239 added, 63 removed, 260 unchanged (54% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current Assets

Other receivable

Advance – related party

Prepaid expenses

1 unchanged sentence

Deferred offering costs

Liabilities and Shareholder’s (Deficit) Equity

Investments held in Trust Account

Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity

Current Liabilities

2 unchanged sentences

Total Current Liabilities

Deferred underwriting fee payable

Total Liabilities

Commitments and Contingencies – see Note 6

Shareholder’s (Deficit) Equity

Ordinary shares subject to possible redemption, 8,280,000 shares and 0 shares at redemption value of $ 10.06 and $ 0 per share as of September 30, 2025 and March 31, 2025, respectively

Shareholders’ (Deficit) Equity

Ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

2,898,000 shares issued and outstanding (1)

3,126,650 shares and 2,898,000 shares issued and outstanding (1) as of September 30, 2025 and March 31, 2025, respectively (excluding 8,280,000 shares subject to possible redemption)

Additional paid-in capital

Accumulated deficit

Total Shareholder’s (Deficit) Equity

Total Liabilities and Shareholder’s (Deficit) Equity

Total Shareholders’ (Deficit) Equity

Liabilities, Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity

Ordinary shares have been retroactively restated to reflect the first amendment 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 a result of the underwriter full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares were subject to forfeiture.

As a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares were subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed financial statements.

2 unchanged sentences

Three Months Ended

Formation and operating costs

September 30,

July 23, 2024

(Inception) to

September 30,

Six Months Ended

September 30,

General and administrative expenses

Loss from operations

1 unchanged sentence

Interest income

Basic and diluted weighted average shares outstanding (1)

Basic and diluted net loss per share

Interest earned on investments held in Trust Account

Total other income

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption

Basic and diluted net income per share, ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares (1)

Basic and diluted net income per share, non-redeemable ordinary shares

Excludes an aggregate of up to 378,000 shares of ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

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 a result of the underwriter full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares were subject to forfeiture.

As a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares were subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed financial statements.

QUANTUMSPHERE ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED JUNE 30, 2025

Shareholder’s

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 2025

Shareholders’

Ordinary Shares

1 unchanged sentence

Balance – June 30, 2025

Issuance of Private Placement Units

Issuance of Public Rights net of issuance costs

Remeasurement of carrying value to redemption value

Accretion of additional paid-in capital to accumulated deficit

Balance September 30, 2025

FOR THE PERIOD FROM JULY 23, 2024 (INCEPTION)

TO SEPTEMBER 30, 2024

Ordinary Shares

Shareholders

Balance July 23, 2024 (Inception)

Founder shares issued to the Sponsor (1)

Balance September 30, 2024

As a result of the underwriter full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares were subject to forfeiture.

As a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares were subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged sentence

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

Three Months Ended

Six Months Ended

September 30,

July 23, 2024

(Inception) to

September 30,

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on investments held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Other receivable

Prepaid expense

Accrued expenses

Net cash provided in operating activities

Accounts payable and accrued expenses

cash used in operating activities

Cash Flows from Investing Activities:

Purchase of investments held in Trust Account

cash used in investing activities

Cash Flows from Financing Activities:

Payment of deferred offering costs

Net cash used financing activities

Net change in cash

Proceeds from sale of public units

Proceeds from sale of Private Placements units

Payment of underwriter fees

Proceeds from issuance of founder shares to Sponsor

Repayment of promissory note - related party

Proceeds from promissory note- related party

Advance - related party

Payment of offering costs

cash provided by financing activities

Cash - Beginning of period

Cash, End of the period

Non-cash investing and financing disclosure:

Deferred offering costs included in accrued expenses

- End of period

Supplemental Disclosure of Non-cash Financing Activities:

Accretion of additional paid in capital to accumulated deficit

Remeasurement of carrying value to redemption value

Deferred underwriting fee payable

Prior year deferred offering cost charged to additional paid-in capital

The accompanying notes are an integral part of the unaudited condensed financial statements.

2 unchanged sentences

Note 1 — Organization, Business Operations

Quantumsphere Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated under the laws of the Cayman Islands with limited liability on July 23, 2024.

Quantumsphere Acquisition Corporation (the “Company” or “Quantumsphere”) is a blank check company incorporated under the laws of the Cayman Islands with limited liability on July 23, 2024.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”).

1 unchanged sentence

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2025, the Company had not commenced any operations.

For the period from July 23, 2024 (inception) through June 30, 2025, the Company’s efforts have been limited to organizational activities as well as activities related to completing the initial public offering (“IPO”).

As of September 30, 2025, the Company had not commenced any operations.

For the period from July 23, 2024 (inception) through September 30, 2025, the Company’s efforts have been limited to organizational activities as well as activities related to completing the initial public offering (“IPO”).

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

36 unchanged sentences

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

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.

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

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

Immediately prior to the Acquisition Merger (as defined below), HoldCo will become the direct parent of SACH.

thereafter, Merger Sub will merge with and into HoldCo, with HoldCo surviving as a wholly-owned subsidiary of Pubco (the “Acquisition

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.

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

The final ownership percentages will depend on the level of redemptions by Quantumsphere’s public shareholders and

other transaction adjustments.

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 (“Sponsor Loan”) totaling $ 1.0 million.

Each Sponsor Loan is documented by a promissory note issued by the Sponsor.

If SACH and HoldCo fails to fund any of these loans by the

applicable due date, such failure constitutes a material breach of the Merger Agreement.

In such event, the Parent has the sole discretion

to terminate the Merger Agreement and seek the applicable break-up fee.

The Sponsor may, in its sole discretion, repay

any of Sponsor Loan I, Sponsor Loan II, or Sponsor Loan III in cash or in Sponsor Promote Shares valued at $10.00 per share.

Sponsor Loan I and II were

fully funded in the amount of $ 250,000 each time on October 9, 2025 and October 17, 2025, respectively.

Sponsor Loan III is expected

to be executed December 31, 2025.

Closing Conditions and Termination

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.

Sponsor Support Agreement

Whiteowl Holdings LLC, the sponsor of the Company

(the “Sponsor”), entered into a Sponsor Support Agreement pursuant to which it agreed to vote its shares of the Company in

favor of the Merger Agreement and take certain other actions in support of the transaction.

Company Shareholder Support Agreement

Certain shareholders of SACH entered into a Company

Shareholder Support Agreement, dated October 3, 2025, pursuant to which they agreed, among other things, to vote all of their SACH shares

in favor of the Merger Agreement and the transactions contemplated thereby, to appear for purposes of establishing a quorum at any applicable

shareholder meetings, and to comply with specified transfer restrictions prior to the closing of the Business Combination.

The agreement

also contains customary covenants relating to non-transfer, non-solicitation, support of the Transaction Documents and cooperation in

connection with regulatory and shareholder approval processes.

Lock-Up Agreements

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.

Registration Rights Agreement

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.

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 (“Sponsor Loan”)

totaling $ 1.0 million.

Each Sponsor Loan is documented by a promissory note issued by the Sponsor.

If SACH and HoldCo fail to fund any

of these loans by the applicable due date, such failure constitutes a material breach of the Merger Agreement.

In such event, the Parent

has the sole discretion to terminate the Merger Agreement and seek the applicable break-up fee.

The Sponsor may, in its

sole discretion, repay any of Sponsor Loan I, Sponsor Loan II, or Sponsor Loan III in cash or in Sponsor Promote Shares valued at $10.00

Sponsor Loan I and II were fully funded in the

amount of $ 250,000 each time on October 9, 2025 and October 17, 2025, respectively.

Sponsor Loan III is expected to be executed by December 31,

Going Concern Consideration

As of June 30, 2025, the Company had $ 7,559 of cash and a working capital deficit of $ 212,441 .

As of June 30, 2025, the Company had $ 444,818 of cash and a working capital of $ 539,658 .

The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.

13 unchanged sentences

They should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on August 14, 2025.

The interim results for the three months ended June 30, 2025 are not necessarily indicative of the results that may be expected through March 31, 2026 or for any future periods.

The interim results for the three months and six months ended September 30, 2025 are not necessarily indicative of the results that may be expected through March 31, 2026 or for any future periods.

Emerging Growth Company Status

12 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 7,559 and $ 64,357 in cash and none in cash equivalents as of June 30, 2025 and March 31, 2025, respectively.

The Company had $ 444,818 and $ 64,357 in cash and none in cash equivalents as of September 30, 2025 and March 31, 2025, respectively.

Concentration of Credit Risk

26 unchanged sentences

The initial accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Accordingly, as of September 30, 2025, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of September 30, 2025, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Schedule of ordinary shares subject to redemption

Gross proceeds from IPO

Proceeds allocated to Public Rights

Allocation of offering costs related to redeemable shares

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption September 30, 2025

Net Loss Per Ordinary Share

1 unchanged sentence

Weighted average shares were reduced for the effect of an aggregate of 378,000 shares of ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Notes 5).

As of June 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company.

As of September 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented.

The net loss per share presented in the unaudited condensed consolidated statements of operations is based on the following:

Schedule of net loss per share

Three Months Ended September 30,

July 23, 2024

(Inception) to

September 30,

Six Months Ended

September 30,

Three Months Ended

September 30,

For the Period

from July 23, 2024

(Inception) to

September 30,

Non-redeemable

Basic and diluted net loss per ordinary share

Allocation of net loss

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per ordinary share

September 30,

Non-redeemable

and diluted net loss per ordinary share

and diluted weighted average shares outstanding

and diluted net loss per ordinary share

Rights Accounting

10 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

13 unchanged sentences

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company adopted ASU 2023-09 as of March 31, 2025 and there were no significant impact.

The Company adopted ASU 2023-09 as of March 31, 2025 and there was no significant impact.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

21 unchanged sentences

The Initial Shareholders also agree not to transfer any ownership interest in, except to permitted transferees, their private placement until at least 30 days following the completion of the business combination.

Advance — Related Party

Prior to the closing of the IPO, the Company provided

$ 165,000 to the Sponsor for the purchase of a two-year Directors and Officers Liability policy with a total premium of $ 145,000 and a

vendor retainer payment of $ 20,000 which was paid during the quarter ended September 30, 2025.

The total insurance premium of $ 145,000

was paid after September 30, 2025.

Promissory Note — Related Party

On March 9, 2025 and July 22, 2025,

the Sponsor agreed to loan the Company 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”).

On March 9, 2025 and July 22, 2025, the Sponsor agreed to loan the Company 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”).

The Promissory Notes are unsecured, interest-free and due on the date on which the Company closes the IPO.

As of June 30, 2025

and March 31, 2025, the Company has an outstanding loan balance of $ 200,000

under the Promissory Notes for each period.

The outstanding loan balance of $ 210,000 was repaid upon the closing of the IPO out of

the offering proceeds not held in the Trust Account on August 7, 2025.

The outstanding loan balance of $ 210,000 was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on August 7, 2025.

As of September 30, 2025 and March 31, 2025, the Company had $ 0 and $ 200,000 outstanding loan balance under the Promissory Notes, respectively.

Administrative Services Agreement

The Company entered into an Administrative Services Agreement with the Sponsor on August 5, 2025, commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation, to pay the Sponsor a total of $ 15,000 per month for office space and administrative and support services.

The Company entered into an Administrative

Services Agreement with the Sponsor on August 5, 2025, commencing on the effective date of the registration statement of the

initial public offering through the earlier of the consummation by the Company of an initial business combination or the

Company’s liquidation, to pay the Sponsor a total of $ 15,000

per month for office space and administrative and support services.

The Company incurred and paid $ 30,000 for each of the three and nine months ended September 30, 2025.

The Company did not incur any administrative

fees during fiscal year ended March 31, 2025.

Working Capital Loans

4 unchanged sentences

The units would be identical to the Private Placement Units.

As of June 30, 2025 and March 31, 2025, the Company had no borrowings under the Working Capital Loans.

As of September 30, 2025 and March 31, 2025, the Company had no borrowings under the Working Capital Loans.

Note 6 — Commitments and Contingencies

22 unchanged sentences

The Company has granted SAP a right of first refusal for a period commencing from the consummation of the IPO until the earlier of (i) 10 months after the consummation of the initial business combination (or the liquidation of the Trust Account in the event that the Company fails to consummate its initial business combination within the prescribed time period) or (ii) 36 months after the consummation of the IPO in accordance with FINRA Rule 5110(g)(6)(A) to act as lead financial advisor, capital markets advisor, underwriter and/or private placement agent in connection with any initial business combination or in connection with any financing that occurs between the closing of the IPO and the date that is the earlier of (i) 10 months after the closing of the initial business combination or (ii) 36 months after the consummation of the IPO.

Finder’s Fee Agreement

On August 8, 2025, the Company entered into a Finder’s Engagement Agreement with Aspira Capital Consulting LTD (the “Finder”), pursuant to which the Finder has been engaged on a nonexclusive basis to introduce potential target businesses to the Company in connection with a potential initial business combination.

Under the terms of the agreement, the Company agreed to pay the Finder a one-time non-refundable retainer fee of $ 300,000 upon execution of the agreement and, upon the successful closing of a business combination, a success fee of $ 3,500,000 .

The Finder will also be entitled to reimbursement, on a monthly basis, of reasonable out-of-pocket expenses, subject to an aggregate cap of $ 150,000 without the Company’s prior written approval.

The Company acknowledges and agrees that the Finder is not a registered broker-dealer under U.S.

securities laws, and is not acting as a broker-dealer in connection with the transaction .

As of September 30, 2025, the retainer fee of $ 300,000 had been paid in full, and there was no outstanding balance.

Note 7 — Shareholder’s Deficit

5 unchanged sentences

On August 5, 2025, the Sponsor and the Company entered into the first amendment to the subscription agreement, pursuant to which the number of founder shares was increased to 2,898,000 .

Rights — As of June 30, 2025 and March 31, 2025, there were no rights outstanding.

Each holder of a right will receive one-seventh (1/7) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

At September 30, 2025 and March 31, 2025, there were 3,126,650 and 2,898,000 (retroactively restated to reflect the additional share purchase by the Sponsor) ordinary shares issued and outstanding, respectively.

Rights — Each holder of a right will receive one-seventh (1/7) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

No fractional shares will be issued upon conversion of the rights.

15 unchanged sentences

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Schedule of segment information

Schedule of of segment information

Three Months Ended

Formation and operating costs

September 30,

July 23, 2024

(Inception) to

September 30,

Six Months Ended

September 30,

General and administrative expenses

Interest earned on investments held in Trust Account

The key measure of segment profit or loss reviewed by our CODM is formation and operating costs.

2 unchanged sentences

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these financial statements were issued.

Based on this review, except as disclosed below, the Company did not identify any other subsequent events that would require adjustment or disclosure in the financial statements.

On August 5, 2025, the Company entered into an Administrative Services Agreement with the Sponsor, commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation, to pay the Sponsor a total of $ 15,000 per month for office space and administrative and support services.

On August 5, 2025, the Sponsor and the Company entered into the first amendment to the subscription agreement, pursuant to which the number of founder shares was increased to 2,898,000 .

As a result of the underwriter’s full exercise of its over-allotment option on August 7, 2025, no shares are subject to forfeiture.

On August 7, 2025, the Company consummated its IPO of 8,280,000 units (the “Public Units’), including the full exercise of the over-allotment option of 1,080,000 Units granted to the underwriters.

The Public Units were sold at an offering price of $ 10.00 per Unit generating gross proceeds of $ 82,800,000 .

Simultaneously with the IPO, the Company sold to its Sponsor 228,650 Private Units at $ 10.00 per Private Unit in a private placement generating total gross proceeds of $ 2,286,500 .

On August 7, 2025, the Company repaid the outstanding Promissory Note balance of $ 210,000 to the Sponsor upon the closing of the IPO.

On August 8, 2025, the Company entered into a finder’s agreement (the “Finder’s Agreement”), by and between the Company and Aspira Capital Consulting LTD (the “Finder”).

Pursuant to the Finder’s Agreement, the Company agreed to pay the Finder a one-time, non-refundable retainer fee in the amount of $ 300,000 , payable upon the execution of Finder’s Agreement.

The Company also agreed to pay the Finder a success fee in the amount of $ 3,500,000 , payable upon the closing (or closings) of a transaction (as defined in the Finder’s Agreement).

In addition, the Company agreed to reimburse the Finder on a monthly basis for all reasonable, actual, and verifiable out-of-pocket expenses incurred in connection with the Finder’s engagement under the agreement, provided that such expenses shall not exceed $ 150,000 without the Company’s prior written approval.

The Company acknowledges and agrees that the Finder is not a registered broker-dealer under U.S.

securities laws, and is not acting as a broker-dealer in connection with the transaction.

The Company evaluated subsequent events and

transactions that occurred after the balance sheet date through the date the financial statements were issued.

Based on its review,

management did not identify any subsequent events, other than the Sponsor Loan fundings described below and the Merger Agreement and

related agreements discussed in Note 1, that would require adjustment to, or additional disclosure of, the accompanying financial

On Sponsor Loan I and

II were fully funded in the amount of $ 250,000 each time on October 9, 2025 and October 17, 2025, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements