UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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| Item 1.02 | Termination of a Material Definitive Agreement |
As previously disclosed, on October 3, 2025, Quantumsphere Acquisition Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omnivate Global Ltd., SACH Pte. Ltd. (“SACH”), QUMS Pubco Ltd. and SACH Merge Sub Ltd.
On September 1, 2026, the Company, QUMS Pubco Ltd. and SACH Merge Sub Ltd. (collectively, the “Purchaser Parties”) delivered written notice to SACH terminating the Merger Agreement pursuant to Section 13.2(a) thereof (the “Termination Notice”). Prior to delivering the Termination Notice, the Purchaser Parties had delivered notice to SACH on July 14, 2026 regarding certain matters under the Merger Agreement and providing the applicable thirty-day period contemplated by the Merger Agreement to address such matters. Following the expiration of such period, the Purchaser Parties elected to terminate the Merger Agreement in accordance with its terms. Accordingly, the transactions contemplated by the Merger Agreement will not be consummated. The Purchaser Parties reserved all rights and remedies available under the Merger Agreement and applicable law.
The foregoing description is qualified in its entirety by reference to the Merger Agreement, previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 9, 2025, and the Termination Notice, filed as Exhibit 10.1 hereto, each of which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 10.1 | Termination Notice, dated September 1, 2026 | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QUANTUMSPHERE ACQUISITION CORPORATION | ||
| By: | /s/ Ping Zhang | |
| Name: | Ping Zhang | |
| Title: | Chief Executive Officer | |
Date: September 1, 2026
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