What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-20 compared with 2025-11-14 · 69 added, 73 removed, 97 unchanged (59% of the section changed)

26 unchanged sentences

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.

As of December 31, 2025, the retainer fee of $300,000 had been paid in full, and there was no outstanding balance.

The Company continues to work toward consummation of the Business Combination, subject to the satisfaction of customary closing conditions.

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 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”).

In connection with the proposed business combination described in the Merger Agreement, Pubco and Merger Sub were formed to facilitate the transaction.

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.

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 remaining transactions contemplated by the Merger Agreement will be effected in accordance with the merger structure

described therein.

The SPAC Merger, the Acquisition Merger and the

other transactions contemplated by the Merger Agreement are collectively referred to as the “Business Combination.” Upon consummation

of the Business Combination, the ownership and capitalization of Pubco will be as set forth in the Merger Agreement.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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.

Our only activities from July 23, 2024 (inception) through December 31, 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.

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.

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 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.

For the three months ended December 31, 2024, we had a net loss of $3,840, all of which consisted of general and administrative expenses.

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.

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.

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 September 30, 2025, we had cash of

$444,818 and a working capital of $539,658.

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

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 September 30, 2025.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 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.

The Promissory Notes have been retired and are no longer available for further drawdowns.

Administrative Services Agreement

3 unchanged sentences

The underwriter fully excised its over-allotment option on August 7, 2025.

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.

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.

Right of First Refusal

9 unchanged sentences

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

As of December 31, 2025, the retainer fee of $300,000 had been paid in full, and there was no outstanding balance.

Critical Accounting Estimates

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.

We have not identified any critical accounting estimates.

Recent Accounting Standards

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU No.

2023-07 as of March 31, 2025.

In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740):

Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures.

ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024.

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.

In January 2025, the FASB issued ASU 2025-01,

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

The FASB issued ASU

2024-03 on November 4, 2024.

ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods

beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Following the issuance of ASU 2024-03,

the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December

31 (referred to as non-calendar year-end entities).

Because of how the effective date guidance was written, a non-calendar year-end entity

may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period,

rather than in an annual reporting period.

The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public

business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15,

2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

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

2 unchanged sentences

Quarterly Results

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.

As of December 31, 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