Business Context and Reporting Period
Company: Quantumsphere Acquisition Corporation (a Cayman Islands exempted company and "blank check" SPAC).
Reporting Period: Quarter ended June 30, 2025.
Status: Pre-IPO operations focused on organizational activities and preparing for an Initial Public Offering (IPO). The Company has not commenced any business operations and generated no operating revenue.
Key Event: The Company consummated its IPO on August 7, 2025 (subsequent to the reporting period), selling 8,280,000 units at $10.00 per unit.
Key Financial Metrics
| Metric | Value (Three Months Ended June 30, 2025) |
|---|---|
| Revenue | $0 (No operations) |
| Net Loss | $(15,459) |
| Operating Costs | $15,750 (Formation and operating costs) |
| Interest Income | $291 |
| Cash Balance (End of Period) | $7,559 |
| Working Capital Deficit | $(212,441) |
| Total Assets | $213,523 |
| Total Liabilities | $220,000 |
| Shareholder's Deficit | $(6,477) |
| Debt (Promissory Note) | $200,000 (Related party, interest-free) |
Material Changes and Subsequent Events
Post-Period IPO Completion: On August 7, 2025, the Company completed its IPO, raising gross proceeds of $82,800,000 from the sale of 8,280,000 Public Units (including full exercise of the 1,080,000 unit over-allotment). Simultaneously, the Sponsor purchased 228,650 Private Units for $2,286,500.
Trust Account: Following the IPO, $82,800,000 was deposited into a Trust Account.
Debt Repayment: The outstanding promissory note balance of $210,000 owed to the Sponsor was repaid on August 7, 2025, using IPO proceeds.
Share Structure: Founder shares were adjusted to 2,898,000 shares. Due to the full exercise of the over-allotment option, no shares are subject to forfeiture.
Outlook, Risks, and Contingencies
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern as of June 30, 2025, due to a lack of financial resources to sustain operations for one year without the IPO proceeds or a business combination.
- Business Combination Deadline: The Company has until February 6, 2027 (18 months from IPO) to consummate a business combination. Failure to do so will trigger automatic liquidation.
- Finder's Agreement: On August 8, 2025, the Company entered into an agreement with Aspira Capital Consulting LTD involving a $300,000 non-refundable retainer and a potential $3,500,000 success fee upon closing a transaction.
- Deferred Underwriting Fees: The underwriters are entitled to a deferred fee of $3,312,000 (4.0% of gross proceeds), payable only upon the consummation of a business combination.
- Internal Controls: Management concluded that disclosure controls and procedures were ineffective as of June 30, 2025, citing a lack of adequate controls to identify and disclose all agreements requiring commitment and contingency disclosure.
Investor Verification Checklist
- Verify the effectiveness of the IPO closing and the full deposit of $82,800,000 into the Trust Account.
- Confirm the repayment of the $210,000 related-party promissory note.
- Review the terms of the Finder's Agreement with Aspira Capital Consulting LTD, specifically the $300,000 retainer and $3.5M success fee obligations.
- Assess the impact of the ineffective disclosure controls on future reporting reliability.
- Monitor the Company's progress toward identifying a target business within the 18-month deadline.