Quantumsphere Acquisition Corp

Quantumsphere Acquisition Corporation is a blank check company incorporated on July 23, 2024 as a Cayman Islands exempted corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company operates in the special purpose acquisition company (SPAC) industry, where it competes with other blank check companies, private equity groups, venture capital funds, leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these competitors possess greater financial, technical, human and other resources than Quantumsphere, and the company's ability to acquire larger target businesses is limited by its available financial resources.

The company's primary competitive advantages include the leadership of an experienced management team and board of directors, an established deal sourcing network, and its status as a publicly listed acquisition company. The management team is led by Chairman, Chief Executive Officer, Chief Financial Officer and Director Ping Zhang, along with independent director nominees Wei (Victor) Zhang, Daniel M. McCabe and Qi Gong. The company believes its structure makes it an attractive business combination partner to prospective target businesses by offering an alternative to the traditional initial public offering process that is less expensive and offers greater certainty of execution. The company's officers and directors have decades of experience in mergers and acquisitions and operating companies, though they have no prior experience consummating a business combination for a blank check company.

The company generates no revenue and has had losses since inception from incurring formation and operating costs. It has relied upon the sale of its securities and loans from the Sponsor and other parties to fund its operations. The company's sole business activity since its IPO has been identifying and evaluating suitable acquisition transaction candidates. The company intends to use the funds held in the trust account, together with any additional financing that may be obtained, to consummate its initial business combination, and may complete its initial business combination using cash, debt or equity securities, or a combination of the foregoing.

The company's initial public offering consisted of 7,200,000 units sold at an offering price of $10.00 per Unit, generating total gross proceeds of $72,000,000. The underwriters' over-allotment option was exercised in full, resulting in the sale of an aggregate of 8,280,000 Units and total gross proceeds of $82,800,000. Each Unit consists of one ordinary share, par value $0.0001 per share, and one-seventh of one right to receive one Ordinary Share upon the consummation of the company's initial business combination. Simultaneously with the IPO, the company consummated the private placement of 228,650 Placement Units to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $2,286,500. A total of $82,800,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account established for the benefit of the company's public shareholders.

In March 2025, the company issued 2,415,000 shares of ordinary shares at $0.0001 per share to the Sponsor, the founder shares, for an aggregated consideration of $25,000, or approximately $0.0104 per share. On August 5, 2025, the purchased amount of founder shares was adjusted to 2,898,000, of which 378,000 were subject to forfeiture, but 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 September 30, 2025, holders of the company's units could elect to separately trade the ordinary shares and rights included in its units. The company has entered into a business combination agreement in connection with its strategy to complete an initial business combination.

The company has no revenue and has had losses since inception from incurring formation and operating costs. As of March 31, 2026, the redemption value was approximately $10.25 per public share. The company had $82,800,000 of the net proceeds from the IPO and the Private Placement placed in the trust account. The company's sponsor, officers and directors have entered into a letter agreement waiving their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of the initial business combination.

The company has not provided any specific quantitative revenue, margin, or EPS guidance for any upcoming period in the filing.

The company intends to focus its search for an initial business combination on private companies that have compelling economics and clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S. public capital markets. The company's management team intends to focus on creating shareholder value by leveraging its experience in the management, operation and financing of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions. The company has identified acquisition criteria including strong management team that can create significant value, revenue and earnings growth potential, potential for strong free cash flow generation, and benefit from being a public company. There is no restriction in the geographic location of targets the company can pursue.

The company has not provided any specific margin or cost trajectory guidance in the filing. The company expects that all costs and expenses associated with implementing its plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the funds held outside the trust account, although there is no assurance there will be sufficient funds for such purpose.

The company has not provided any specific operational outlook regarding supply chain, manufacturing capacity, technology infrastructure investments, or headcount strategy in the filing.

The company has not provided any specific R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy figures in the filing.

The company faces the structural headwind that it must complete its initial business combination within 18 months from the closing of its initial public offering, or it will be required to cease operations, redeem the public shares, and liquidate and dissolve. The company may encounter intense competition from other entities having a business objective similar to its own, including other blank check companies, private equity groups, venture capital funds, leveraged buyout funds, and operating businesses seeking strategic acquisitions, many of which are well established and possess greater financial, technical, human and other resources. The requirement that the company acquire a target business or businesses having a fair market value equal to at least 80% of the value of the trust account, its obligation to pay cash in connection with public shareholders who exercise redemption rights, and its outstanding rights and the potential future dilution they represent may not be viewed favorably by certain target businesses.

The company must complete its initial business combination within 18 months from the closing of its initial public offering, or it will be required to cease operations, redeem the public shares, and liquidate and dissolve, with the public rights and private placement rights expiring worthless. If the company is unable to complete a business combination, it will redeem the public shares at a per-share price equal to the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. The proceeds in the trust account could become subject to the claims of creditors which would have higher priority than the claims of public shareholders, and the sponsor's indemnification obligations may not be sufficient to protect the trust account, as the sponsor's only assets are securities of the company. The company faces intense competition from other blank check companies, private equity groups, venture capital funds, leveraged buyout funds, and operating businesses seeking strategic acquisitions, many of which possess greater financial, technical, human and other resources. The requirement that the company acquire a target business having a fair market value equal to at least 80% of the trust account balance, the obligation to pay cash for redemption rights, and the potential dilution from outstanding rights may place the company at a competitive disadvantage in negotiating a business combination.

Management's message emphasizes the strength of the company's experienced management team and board of directors, led by Chairman, Chief Executive Officer, Chief Financial Officer and Director Ping Zhang, and the established deal sourcing network that the team's contacts and sources provide. The strategic priorities emphasized for the period ahead include identifying and completing an initial business combination with one or more target businesses that meet the company's acquisition criteria, including strong management teams, revenue and earnings growth potential, strong free cash flow generation, and the ability to benefit from being a public company.