What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-09-19 · 73 added, 32 removed, 97 unchanged (52% of the section changed)

20 unchanged sentences

Recent Developments

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 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.

On August 7, 2025, the Company consummated its initial public offering (“IPO”) of 8,280,000 units (the “Public Units”), including the full exercise of the underwriter’s over-allotment option for 1,080,000 additional Units, at a price of $10.00 per Unit, generating gross proceeds of $82,800,000.

Simultaneously with the IPO, the Company completed a private placement with its sponsor, Whiteowl Holdings LLC, of 228,650 private units at $10.00 per unit, generating additional gross proceeds of $2,286,500.

A total of $82,800,000 of the net proceeds from the IPO and private placement was deposited into a trust account for the benefit of the Company’s public shareholders.

On August 8, 2025, the Company entered into a finder’s agreement with Aspira Capital Consulting LTD (“Aspira”) pursuant to which the Company agreed to pay Aspira (i) a one-time, non-refundable retainer fee of $300,000, (ii) a success fee of $3,500,000 payable upon the closing of a qualifying transaction, and (iii) reimbursement for reasonable out-of-pocket expenses up to $150,000 without 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.

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.

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.

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.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from July 23, 2024 (inception) through June 30, 2025, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.

Our only activities from July 23, 2024 (inception) through September 30, 2025 were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.

We do not expect to generate any operating revenues until after the completion of our initial business combination.

We expect to generate non-operating income in the form of interest income on marketable securities held after the IPO.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended June 30, 2025, we had a net loss of $15,459, which consisted of formation and operating costs of $15,750, offset by interest income of $291.

expect to generate non-operating income in the form of interest income on marketable securities held after the IPO.

We expect to incur

increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well

as for due diligence expenses in connection with searching for, and completing, a Business Combination.

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.

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

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.

Liquidity and Capital Resources

10 unchanged sentences

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of June 30, 2025, we had cash of $7,559

and a working capital deficit of $212,441.

Prior to the completion of the IPO, the Company's liquidity requirements were met through a

$25,000 payment from the Sponsor for Founder Shares, as well as unsecured promissory note loans provided by the Sponsor in the amounts

of $200,000 on March 9, 2025, and $500,000 on July 22, 2025.

As of September 30, 2025, we had cash of

$444,818 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.

7 unchanged sentences

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

2 unchanged sentences

Promissory Note — Related Party

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.

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.

Administrative Services Agreement

14 unchanged sentences

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

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.

Critical Accounting Policies and Estimates

18 unchanged sentences

Quarterly Results

As of June 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

As of September 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

On April 5, 2012, the JOBS Act was signed into law.

9 unchanged sentences

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 2. Management’s Discussion and Analysis