Business Context and Reporting Period
Company: Quantumsphere Acquisition Corporation (Nasdaq: QUMS/QUMSU/QUMSR)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended March 31, 2026
Business Model: Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands on July 23, 2024, formed to effect a business combination with one or more target businesses.
Current Status: The Company consummated its Initial Public Offering (IPO) on August 7, 2025. On October 3, 2025, it entered into a definitive Merger Agreement with SACH Pte. Ltd. (the "Target"). The Company has 18 months from the IPO closing (until February 7, 2027) to complete a business combination.
Key Financial Metrics
| Metric | Value (Year Ended March 31, 2026) |
|---|---|
| Revenue | $0 (No operating revenue) |
| Net Income | $978,206 |
| Interest Income (Trust Account) | $2,046,125 |
| General & Administrative Expenses | $1,076,186 |
| Cash (Outside Trust) | $187,907 |
| Investments Held in Trust Account | $84,846,125 |
| Redemption Value per Public Share | ~$10.25 |
| Deferred Underwriting Fee | $3,312,000 (Liability) |
| Working Capital Surplus | $43,556 |
Material Changes vs. Prior Period
- Capitalization: The Company completed its IPO on August 7, 2025, selling 8,280,000 Units (including full over-allotment) at $10.00 per unit, generating gross proceeds of $82,800,000. Simultaneously, it sold 228,650 Private Placement Units to the Sponsor for $2,286,500.
- Trust Account: $82,800,000 was deposited into the Trust Account. As of March 31, 2026, the balance grew to $84,846,125 due to interest earnings.
- Profitability: The Company reported a net income of $978,206 for the year ended March 31, 2026, compared to a net loss of $16,018 for the period from inception (July 23, 2024) through March 31, 2025. The income was driven primarily by interest earned on the Trust Account.
- Liabilities: A deferred underwriting fee of $3,312,000 was recorded as a liability, payable upon consummation of a business combination. Promissory notes to the Sponsor totaling $210,000 were repaid in full at the IPO closing.
Guidance, Outlook, Risks, and Unusual Items
Merger Agreement and Outlook
The Company has signed a Merger Agreement to acquire SACH Pte. Ltd., a Singapore-based company in gaming, technology, e-commerce, and live events. The transaction values SACH at approximately $300 million in equity. The deal is subject to shareholder approval, regulatory clearance, and minimum cash conditions. If the deal fails or is not completed by February 7, 2027, the Company will liquidate and redeem public shares.
Going Concern Uncertainty
Management has identified substantial doubt about the Company's ability to continue as a going concern. The Company lacks sufficient financial resources to sustain operations for one year from the issuance of financial statements without completing a business combination or raising additional capital. The financial statements do not include adjustments that might result from this uncertainty.
Internal Control Weakness
Management concluded that disclosure controls and procedures were ineffective as of March 31, 2026. A material weakness was identified regarding the lack of adequate controls to identify and timely disclose all agreements requiring disclosure for commitments and contingencies.
Related Party Transactions
- Administrative Services: The Company pays the Sponsor $15,000 per month for office and administrative services. $120,000 was incurred for the year, with $45,000 accrued as of March 31, 2026.
- Finder's Fee: A $300,000 retainer was paid to Aspira Capital Consulting LTD. A $3,500,000 success fee was amended to be satisfied by the Target issuing shares to the Finder, removing the cash obligation from the Company.
- Sponsor Loans: The Merger Agreement provides for up to $1.0 million in loans from the Target to the Sponsor, which have been funded but not yet advanced to the Company.
Key Facts for Investor Verification
- Merger Completion Risk: Verify the status of shareholder votes and regulatory approvals for the SACH Pte. Ltd. merger, as the transaction is not yet closed.
- Redemption Levels: Monitor the level of shareholder redemptions, which will directly impact the cash available for the post-transaction company and the deferred underwriting fee payment.
- Going Concern Status: Assess the Company's ability to fund operations until the merger closes or the liquidation deadline (February 7, 2027) without additional capital raises.
- Internal Controls: Review the remediation plan for the identified material weakness in disclosure controls and procedures.
- Trust Account Interest: Confirm the current interest rate environment and its impact on the redemption value per share, which was approximately $10.25 as of March 31, 2026.