Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On August 29, 2024, the Sponsor acquired an aggregate of 2,875,000 founder shares for an aggregate purchase price of $25,000. On March 9, 2025, the Company entered into a subscription agreement with the Sponsor for the purchase of 2,415,000 ordinary shares for an aggregated consideration of $25,000. As a result, the Sponsor surrendered 460,000 ordinary shares for no consideration to the Company for the cancellation on May 6, 2025 and as of that date, held the 2,415,000 founder shares. 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, reflecting a purchase price of approximately $0.0086 per ordinary share. Of these, 378,000 founder shares were subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part. Following the full excercise of the underwriter’s over-allotment option on August 7, 2025, no founder shares are subject to forfeiture. Accordingly, the Sponsor currently holds 2,898,000 founder shares.
On August 7, 2025, the Company consummated its initial public offering (the “IPO”) of 7,200,000 units (the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one right to receive one-seventh (1/7) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $72,000,000. In connection with the closing of the IPO, the underwriter fully exercised its over-allotment option to purchase 1,080,000 additional Units for an aggregate of 8,280,000 Units sold.
Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 228,650 Units (the “Private Placement Units”), each Private Placement Unit consisting of one Ordinary Share and one right, to the Sponsor at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,286,500.
Following the closing of our IPO, an aggregate of $82,800,000 from the net proceeds of the IPO and the sale of the Private Placement Units was held in the Trust Account.
On September 26, 2025, the Company announced that holders of its Units could elect to separately trade the Ordinary Shares and Rights included in the Units, commencing on or about September 30, 2025. The Units, Ordinary Shares, and Rights trade on The Nasdaq Stock Market LLC under the symbols “QUMSU,” “QUMS,” and “QUMSR,” respectively.
Item 3. Defaults Upon Senior Securities.
None.
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Item 4. Mine Safety Disclosures.
Not Applicable.
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