What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-02-20 · 62 added, 87 removed, 79 unchanged (65% of the section changed)

15 unchanged sentences

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete an initial business combination will be successful.

Recent Developments

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 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, 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

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) 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 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.

Lock-Up Agreements

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.

Registration Rights Agreement

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.

On October 3, 2025, Quantumsphere Acquisition

Corporation, a Cayman Islands exempted company (“Quantumsphere” or the “Parent”), entered into an Agreement and

Plan of Merger (the “Merger Agreement”) with Omnivate Global Ltd., a Cayman Islands exempted company (the “HoldCo”),

Ltd., an exempt private company limited by shares incorporated and existing under the laws of Singapore (the “SACH”),

QUMS Pubco Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of Quantumsphere (the “PubCo”), and SACH Merge

Sub Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of the PubCo (the “Merger Sub”).

engaged in the business of developing and commercialising products and services across the gaming, technology, e-commerce, retail, and

live events industries.

Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

Upon the closing of the transactions contemplated

by the Merger Agreement, Quantumsphere will merge with and into PubCo, resulting in all Quantumsphere shareholders becoming shareholders

of the PubCo.

Concurrently therewith, Merger Sub will merge with and into HoldCo, with HoldCo surviving the merger and resulting in PubCo

acquiring 100% of the issued and outstanding equity securities of the HoldCo (the “Acquisition Merger”).

Upon the closing

of the transactions contemplated by the Merger Agreement, each ordinary share of Quantumsphere issued and outstanding immediately prior

to the SPAC Merger Effective Time, other than excluded shares and dissenting shares, will automatically convert into one ordinary share

of the PubCo.

Each outstanding Quantumsphere unit will automatically separate into one ordinary share and one right, and each outstanding

Quantumsphere right will automatically convert into one PubCo right.

At the closing, all PubCo rights will be cancelled, and the holders

thereof will receive one PubCo ordinary share for each PubCo right, with no fractional shares issued.

The aggregate consideration to be paid to the

SACH shareholders in the Acquisition Merger is $300,000,000, payable in newly issued PubCo Ordinary Shares equal to $300,000,000 divided

by $10.00 per share.

The board of directors of Quantumsphere has unanimously

(i) approved and declared advisable the Merger Agreement, the Business Combination and the other transactions contemplated thereby and

(ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of Quantumsphere.

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 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.

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

Our only activities from July 23, 2024 (Inception) through June 30, 2026, 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 revenue 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 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.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting 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, 2026, we had a net income of $574,013, which consisted of interest income of $444 and interest income on investments held in Trust Account of $751,010, offset by formation and operating cost of $177,441.

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.

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

As of June 30, 2026, we had cash of $4,901 and a working capital deficit of $143,042.

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 December 31, 2025.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

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.

1 unchanged sentence

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 of a 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 $45,000 and $0 for the three months ended June 30, 2026 and June 30, 2025, respectively.

For the three months ended June 30, 2026, the Company incurred $45,000 of administrative service fees, of which $45,000 remained accrued as of June 30, 2026.

For the fiscal year ended March 31, 2026, the Company incurred $120,000 of administrative service fees, of which $75,000 was paid and $45,000 remained accrued as of March 31, 2026.

Underwriting Agreement

1 unchanged sentence

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

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.

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.

On March 3, 2026, the Company entered into Amendment No.

1 to the Underwriting Agreement (the “Amendment”) with Polaris Advisory Partners, LLC (f/k/a SPAC Advisory Partners), a division of Kingswood Capital Partners LLC, as representative of the several underwriters (the “Representative”), and Kingswood Capital Partners LLC.

The Amendment amends that certain Underwriting Agreement, dated August 5, 2025, by and between the Company, the Representative, and Kingswood Capital Partners LLC, to revise the calculation and payment terms of the deferred underwriting commission.

Pursuant to the Amendment, the Deferred Underwriting Commission will be payable from the trust account upon consummation of the Company’s initial business combination and equals 4.00% of the gross proceeds from the sale of the firm units and option units, subject to a cap equal to 4.00% of the funds remaining in the trust account after giving effect to all properly submitted redemptions in connection with the initial business combination.

The Amendment also clarifies that the underwriters may waive the Deferred Underwriting Commission prior to the consummation of the Company’s initial business combination.

Right of First Refusal

9 unchanged sentences

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

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

On February 21, 2026, the Company, the Finder and SACH Pte.

(the “Target”) entered into Amendment No.

1 to the Finder’s Agreement, pursuant to which the parties agreed that the $3,500,000 success fee will be satisfied in full through the issuance by the Target of 1,200,000 ordinary shares to the Finder at the closing of the business combination, with no cash payment owed by the Company.

The Target acknowledged the Finder as the procuring cause of the transaction and assumed the obligation to issue such shares.

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

Critical Accounting Estimates

3 unchanged sentences

Recent Accounting Standards

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.

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 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.

As of June 30, 2026, 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