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    Quantumsphere Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

    1/23/26 4:05:29 PM ET
    $QUMS
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    false 0002070900 0002070900 2026-01-13 2026-01-13 0002070900 QUMSU:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember 2026-01-13 2026-01-13 0002070900 QUMSU:OrdinarySharesParValue0.0001PerShareMember 2026-01-13 2026-01-13 0002070900 QUMSU:RightsEachRightEntitlingHolderToReceiveOneseventhOfOneOrdinaryShareMember 2026-01-13 2026-01-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): January 13, 2026

     

    Quantumsphere Acquisition Corporation

    (Exact name of registrant as specified in its charter)

     

    Cayman Islands   001-42787   00-0000000N/A
    (State or other jurisdiction
    of incorporation)
      (Commission
    File Number)
      (IRS Employer
    Identification No.)

     

    1185 Avenue of the Americas, Suite 304

    New York, NY

    10036
    (Address of principal executive offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (212) 612-1400

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of exchange on which registered
    Units, each consisting of one ordinary share and one right   QUMSU   The Nasdaq Stock Market LLC
    Ordinary shares, par value $0.0001 per share   QUMS   The Nasdaq Stock Market LLC
    Rights, each right entitling the holder to receive one-seventh of one ordinary share   QUMSR   The Nasdaq 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 ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 1.01. Entry into a Material Definitive Agreement.

     

    On January 13, 2026, SACH Pte. Ltd., the Company’s target in its previously announced business combination, entered into a subscription agreement with Cypress Innovations Limited, pursuant to which Cypress Innovations Limited agreed to purchase 2,055 ordinary shares of SACH Pte. Ltd. at a purchase price of $973.16 per share, for aggregate gross proceeds of $2,000,000.

     

    On January 13, 2026, SACH Pte. Ltd. also entered into a separate subscription agreement with an individual investor, pursuant to which such investor agreed to purchase 103 ordinary shares of SACH Pte. Ltd. at a purchase price of $973.16 per share, for aggregate gross proceeds of $100,000.

     

    The subscription agreements were entered into in connection with SACH Pte. Ltd.’s ongoing financing activities in anticipation of the consummation of the previously announced business combination.

     

    No securities of Quantumsphere Acquisition Corporation were issued in connection with either transaction.

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d)Exhibits

     

    Exhibit No.   Description
    10.1   Subscription Agreement, dated January 13, 2026, by and between SACH Pte. Ltd. and Cypress Innovations Limited
    10.2   Subscription Agreement, dated January 13, 2026, by and between SACH Pte. Ltd. and Tan Cheng Siong
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    1

     

     

    SIGNATURE

     

    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
         
    Date: January 23, 2026 By: /s/ Ping Zhang
      Name:  Ping Zhang
      Title: Chief Executive Officer

     

    2

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