Quantumsphere Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| The Stock Market LLC | ||||
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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).
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 3, 2026, Quantumsphere Acquisition Corporation (the “Company”) entered into Amendment No. 1 to the Underwriting Agreement (the “Amendment”) with Polaris Advisory Partners, LLC, a division of Kingswood Capital Partners LLC, as representative of the several underwriters (the “Representative”), and Kingswood Capital Partners LLC.
The Amendment amends that certain Underwriting Agreement, dated August 5, 2025, by and between the Company, the Representative and Kingswood Capital Partners LLC, to revise the calculation and payment terms of the deferred underwriting commission.
Pursuant to the Amendment, the deferred underwriting commission will be payable from the trust account upon consummation of the Company’s initial business combination and will equal 4.00% of the gross proceeds from the sale of the firm units and option units, subject to a cap equal to 4.00% of the funds remaining in the trust account after giving effect to all properly submitted redemptions in connection with the initial business combination. The Amendment also clarifies that the underwriters may waive the deferred underwriting commission prior to the consummation of the Company’s initial business combination.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Underwriting Agreement, dated March 3, 2026, by and among Quantumsphere Acquisition Corporation, Polaris Advisory Partners, LLC (as representative of the underwriters), and Kingswood Capital Partners LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: March 11, 2026 | By: | /s/ Ping Zhang |
| Name: | Ping Zhang | |
| Title: | Chief Executive Officer | |
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