Organization, Business Operations	12 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]
Organization, Business Operations	Note 1 — Organization, Business Operations Quantumsphere Acquisition Corporation (the “Company” or “Quantumsphere”) is a blank check company incorporated under the laws of the Cayman Islands with limited liability on July 23, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2026, the Company had not commenced any operations. For the period from July 23, 2024 (inception) through March 31, 2026, the Company’s efforts have been limited to organizational activities as well as activities related to completing the initial public offering (“IPO”) and subsequent to the IPO, identifying a target company for a Business Combination. On October 3, 2025, the Company entered into a Merger Agreement with SACH Pte. Ltd. and related parties in connection with its proposed initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private Placement Units (as defined below). The Company has selected March 31 as its fiscal year end. The Company’s sponsor is Whiteowl Holdings LLC (the “Sponsor”), a Delaware limited liability company. The registration statement for the IPO was declared effective on August 5, 2025. On August 7, 2025, the Company consummated its IPO of 8,280,000 units (the “Public Units’), including the full exercise of the over-allotment option of 1,080,000 Units granted to the underwriters. The Public Units were sold at an offering price of $10.00 per unit generating gross proceeds of $82,800,000. Simultaneously with the IPO, the Company sold to its Sponsor 228,650 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $2,286,500, which is described in Note 4. Transaction costs amounted to $4,459,070 consisting of $3,898,500 of underwriting commissions, $586,500 of which was paid in cash at the closing date of the IPO and $560,570 of legal and other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the IPO, management has agreed that at least $10.00 per public share underlying Units sold in the IPO will be held into a U.S.-based trust account (“Trust Account”). The funds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and which invest solely in U.S. Treasuries. The Trust Fund will be deposited into the Trust Account in the U.S. to be released only in the event of either: (i) the consummation of a Business Combination or (ii) the Company’s failure to complete a Business Combination within the applicable period of time. The Company will provide its holders of the outstanding Public Shares (the “Public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). The Public Shares subject to redemption was recorded at a redemption value and classified as temporary equity upon the completion of the IPO on August 7, 2025 in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Shareholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), and any Public Shares purchased during or after the IPO (other than Public Shares purchased outside of a redemption offer which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto) in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a shareholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Initial Shareholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has 18 months from the consummation of the IPO, or February 7, 2027, to consummate its initial business combination (“Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the other Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the other Initial Shareholders acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per public share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Merger Agreement On October 3, 2025, Quantumsphere Acquisition Corporation, a Cayman Islands exempted company (the “Company” or “Quantumsphere”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omnivate Global Ltd., a Cayman Islands exempted company (“HoldCo”), SACH Pte. Ltd., a Singapore exempted company (“SACH”), QUMS Pubco Ltd., a Cayman Islands exempted company (“PubCo”), and SACH Merge Sub Ltd., a Cayman Islands exempted company (“Merger Sub”). In connection with the proposed business combination described in the Merger Agreement, Pubco and Merger Sub were formed to facilitate the transaction. On the terms and subject to the conditions of the Merger Agreement, the Company will merge with and into Pubco, with Pubco surviving as the publicly listed company (the “SPAC Merger”). The remaining transactions contemplated by the Merger Agreement will be effected in accordance with the merger structure described therein. The SPAC Merger, the acquisition merger and the other transactions contemplated by the Merger Agreement are collectively referred to as the “Business Combination.” Under the Merger Agreement, all of the issued and outstanding shares of SACH will be exchanged for newly issued ordinary shares of Pubco, and no cash consideration will be paid to SACH shareholders. The transaction values SACH at an equity value of approximately $300 million. Upon completion of the Business Combination, the existing shareholders of SACH will receive newly issued ordinary shares of Pubco based on the agreed valuation in the Merger Agreement, and the existing shareholders of the Company, including Whiteowl Holdings LLC, the sponsor of the Company, are expected to receive equity interests in Pubco pursuant to the terms of the Merger Agreement. The final ownership percentages will depend on the level of redemptions by the Company’s public shareholders and other transaction adjustments. The closing of the Business Combination is subject to approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing conditions and the availability of minimum cash proceeds following any redemptions of the Company’s public shares. The Merger Agreement may be terminated without penalty upon written notice by either party under certain circumstances, including failure to obtain required regulatory approvals despite using commercially reasonable efforts, a material adverse change affecting the other party, the failure of any closing condition that is not within the reasonable control of the terminating party, or mutual agreement of the parties. The Merger Agreement may also be terminated by the Purchaser Parties or the Company Group, as applicable, upon an uncured material breach by the other party of its representations, warranties, agreements or covenants, subject to a 30-day cure period following notice of such breach. The Merger Agreement does not provide for any termination fees payable by either party solely as a result of such termination. The Merger Agreement also provides for certain operation and maintenance funding arrangements to the Sponsor in three loans consisting of Sponsor Loan I, Sponsor Loan II and Sponsor Loan III (collectively, the “Sponsor Loans”) totaling $1.0 million. Each Sponsor Loan is documented by a promissory note issued by the Sponsor. If SACH and HoldCo fails to fund any of these loans by the applicable due date, such failure constitutes a material breach of the Merger Agreement. In such event, the non-breaching party may exercise its termination rights under the Merger Agreement, including seeking any applicable remedies as provided therein. The Sponsor may, in its sole discretion, repay any of Sponsor Loan I, Sponsor Loan II, or Sponsor Loan III in cash or in Founder Shares valued at $10.00 per share (referred to as “Sponsor Promote Shares” in Section 8.8(d) of the Merger Agreement). Sponsor Loan I and II were fully funded in the amount of $250,000 each time on October 9, 2025 and October 17, 2025, respectively. Sponsor Loan III was fully funded in the amount of $500,000 on January 2, 2026. As of March 31, 2026, the Sponsor had not advanced any portion of the Sponsor Loans to the Company. The Company’s funding to date has consisted of the net proceeds of the IPO and the Private Placement and the related-party Promissory Notes described in Note 5, which were repaid in full upon the closing of the IPO; no Working Capital Loans had been drawn as of March 31, 2026. The closing of the Business Combination is subject to approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing conditions and the availability of minimum cash proceeds following any redemptions of the Company’s public shares. The Merger Agreement may be terminated without penalty upon written notice by either party under certain circumstances, including failure to obtain required regulatory approvals despite using commercially reasonable efforts, a material adverse change affecting the other party, the failure of any closing condition that is not within the reasonable control of the terminating party, or mutual agreement of the parties. The Merger Agreement may also be terminated by the Purchaser Parties or the Company Group, as applicable, upon an uncured material breach by the other party of its representations, warranties, agreements or covenants, subject to a 30-day cure period following notice of such breach. The Merger Agreement does not provide for any termination fees payable by either party solely as a result of such termination. Sponsor Support Agreement Whiteowl Holdings LLC, the sponsor of the Company (the “Sponsor”), entered into a Sponsor Support Agreement pursuant to which it agreed to vote its shares of the Company in favor of the Merger Agreement and take certain other actions in support of the transaction. Shareholder Support Agreement Concurrently with the execution of the Merger Agreement, certain shareholders of SACH entered into a support agreement with the Parent, pursuant to which each such shareholder of SACH agreed to vote in favor of the business combination, subject to the terms of such shareholder support agreement. Lock-up Agreement In connection with the transactions contemplated by the Merger Agreement, Quantumsphere, the Sponsor, PubCo, Whiteowl Holdings LLC, certain Company Shareholders, HoldCo and SACH entered into a Lock-Up Agreement, dated October 3, 2025. Pursuant to the Lock-Up Agreement, the applicable holders agreed not to transfer their Lock-Up Shares during the applicable lock-up period, subject to certain customary exceptions. With respect to the Sponsor, the Whiteowl Holdings LLC and their permitted transferees, the lock-up period begins on the closing date and ends on the earliest of (i) the date that is 365 days after the closing date, (ii) the date on which the closing trading price of PubCo ordinary shares equals or exceeds $15.00 per share, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, for any 20 trading days within any 30-trading day period at least 150 days after the closing date, or (iii) the consummation of a bona fide liquidation, merger, stock exchange, reorganization, tender offer, change of control or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo ordinary shares for cash, securities or other property. With respect to the Company Shareholders, HoldCo shareholders and their permitted transferees, the lock-up period begins on the closing date and ends on the earliest of (i) the date that is 365 days after the closing date, (ii) the date on which the closing trading price of PubCo ordinary shares equals or exceeds $12.00 per share, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, for any 20 trading days within any 30-trading day period at least 150 days after the closing date, or (iii) the consummation of a bona fide liquidation, merger, stock exchange, reorganization, tender offer, change of control or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo ordinary shares for cash, securities or other property. Going Concern Consideration As of March 31, 2026, the Company had $187,907 of cash and a working capital surplus of $43,556. The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company currently has until February 7, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

Organization, Business Operations

12 Months Ended

Mar. 31, 2026

Note 1 — Organization, Business Operations

Quantumsphere Acquisition Corporation (the “Company” or “Quantumsphere”) is a blank check company incorporated under the laws of the Cayman Islands with limited liability on July 23, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2026, the Company had not commenced any operations. For the period from July 23, 2024 (inception) through March 31, 2026, the Company’s efforts have been limited to organizational activities as well as activities related to completing the initial public offering (“IPO”) and subsequent to the IPO, identifying a target company for a Business Combination. On October 3, 2025, the Company entered into a Merger Agreement with SACH Pte. Ltd. and related parties in connection with its proposed initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private Placement Units (as defined below). The Company has selected March 31 as its fiscal year end.

The Company’s sponsor is Whiteowl Holdings LLC (the “Sponsor”), a Delaware limited liability company.

The registration statement for the IPO was declared effective on August 5, 2025. On August 7, 2025, the Company consummated its IPO of 8,280,000 units (the “Public Units’), including the full exercise of the over-allotment option of 1,080,000 Units granted to the underwriters. The Public Units were sold at an offering price of $10.00 per unit generating gross proceeds of $82,800,000. Simultaneously with the IPO, the Company sold to its Sponsor 228,650 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $2,286,500, which is described in Note 4.

Transaction costs amounted to $4,459,070 consisting of $3,898,500 of underwriting commissions, $586,500 of which was paid in cash at the closing date of the IPO and $560,570 of legal and other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

Upon the closing of the IPO, management has agreed that at least $10.00 per public share underlying Units sold in the IPO will be held into a U.S.-based trust account (“Trust Account”). The funds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and which invest solely in U.S. Treasuries. The Trust Fund will be deposited into the Trust Account in the U.S. to be released only in the event of either: (i) the consummation of a Business Combination or (ii) the Company’s failure to complete a Business Combination within the applicable period of time.

The Company will provide its holders of the outstanding Public Shares (the “Public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). The Public Shares subject to redemption was recorded at a redemption value and classified as temporary equity upon the completion of the IPO on August 7, 2025 in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Shareholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), and any Public Shares purchased during or after the IPO (other than Public Shares purchased outside of a redemption offer which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto) in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a shareholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Initial Shareholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company has 18 months from the consummation of the IPO, or February 7, 2027, to consummate its initial business combination (“Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the other Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the other Initial Shareholders acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per public share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

Merger Agreement

On October 3, 2025, Quantumsphere Acquisition Corporation, a Cayman Islands exempted company (the “Company” or “Quantumsphere”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omnivate Global Ltd., a Cayman Islands exempted company (“HoldCo”), SACH Pte. Ltd., a Singapore exempted company (“SACH”), QUMS Pubco Ltd., a Cayman Islands exempted company (“PubCo”), and SACH Merge Sub Ltd., a Cayman Islands exempted company (“Merger Sub”).

In connection with the proposed business combination described in the Merger Agreement, Pubco and Merger Sub were formed to facilitate the transaction. On the terms and subject to the conditions of the Merger Agreement, the Company will merge with and into Pubco, with Pubco surviving as the publicly listed company (the “SPAC Merger”). The remaining transactions contemplated by the Merger Agreement will be effected in accordance with the merger structure described therein. The SPAC Merger, the acquisition merger and the other transactions contemplated by the Merger Agreement are collectively referred to as the “Business Combination.”

Under the Merger Agreement, all of the issued and outstanding shares of SACH will be exchanged for newly issued ordinary shares of Pubco, and no cash consideration will be paid to SACH shareholders. The transaction values SACH at an equity value of approximately $300 million. Upon completion of the Business Combination, the existing shareholders of SACH will receive newly issued ordinary shares of Pubco based on the agreed valuation in the Merger Agreement, and the existing shareholders of the Company, including Whiteowl Holdings LLC, the sponsor of the Company, are expected to receive equity interests in Pubco pursuant to the terms of the Merger Agreement. The final ownership percentages will depend on the level of redemptions by the Company’s public shareholders and other transaction adjustments.

The closing of the Business Combination is subject to approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing conditions and the availability of minimum cash proceeds following any redemptions of the Company’s public shares. The Merger Agreement may be terminated without penalty upon written notice by either party under certain circumstances, including failure to obtain required regulatory approvals despite using commercially reasonable efforts, a material adverse change affecting the other party, the failure of any closing condition that is not within the reasonable control of the terminating party, or mutual agreement of the parties. The Merger Agreement may also be terminated by the Purchaser Parties or the Company Group, as applicable, upon an uncured material breach by the other party of its representations, warranties, agreements or covenants, subject to a 30-day cure period following notice of such breach. The Merger Agreement does not provide for any termination fees payable by either party solely as a result of such termination.

The Merger Agreement also provides for certain operation and maintenance funding arrangements to the Sponsor in three loans consisting of Sponsor Loan I, Sponsor Loan II and Sponsor Loan III (collectively, the “Sponsor Loans”) totaling $1.0 million. Each Sponsor Loan is documented by a promissory note issued by the Sponsor. If SACH and HoldCo fails to fund any of these loans by the applicable due date, such failure constitutes a material breach of the Merger Agreement. In such event, the non-breaching party may exercise its termination rights under the Merger Agreement, including seeking any applicable remedies as provided therein.

The Sponsor may, in its sole discretion, repay any of Sponsor Loan I, Sponsor Loan II, or Sponsor Loan III in cash or in Founder Shares valued at $10.00 per share (referred to as “Sponsor Promote Shares” in Section 8.8(d) of the Merger Agreement). Sponsor Loan I and II were fully funded in the amount of $250,000 each time on October 9, 2025 and October 17, 2025, respectively. Sponsor Loan III was fully funded in the amount of $500,000 on January 2, 2026. As of March 31, 2026, the Sponsor had not advanced any portion of the Sponsor Loans to the Company. The Company’s funding to date has consisted of the net proceeds of the IPO and the Private Placement and the related-party Promissory Notes described in Note 5, which were repaid in full upon the closing of the IPO; no Working Capital Loans had been drawn as of March 31, 2026.

Sponsor Support Agreement

Whiteowl Holdings LLC, the sponsor of the Company (the “Sponsor”), entered into a Sponsor Support Agreement pursuant to which it agreed to vote its shares of the Company in favor of the Merger Agreement and take certain other actions in support of the transaction.

Shareholder Support Agreement

Concurrently with the execution of the Merger Agreement, certain shareholders of SACH entered into a support agreement with the Parent, pursuant to which each such shareholder of SACH agreed to vote in favor of the business combination, subject to the terms of such shareholder support agreement.

Lock-up Agreement

In connection with the transactions contemplated by the Merger Agreement, Quantumsphere, the Sponsor, PubCo, Whiteowl Holdings LLC, certain Company Shareholders, HoldCo and SACH entered into a Lock-Up Agreement, dated October 3, 2025. Pursuant to the Lock-Up Agreement, the applicable holders agreed not to transfer their Lock-Up Shares during the applicable lock-up period, subject to certain customary exceptions.

With respect to the Sponsor, the Whiteowl Holdings LLC and their permitted transferees, the lock-up period begins on the closing date and ends on the earliest of (i) the date that is 365 days after the closing date, (ii) the date on which the closing trading price of PubCo ordinary shares equals or exceeds $15.00 per share, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, for any 20 trading days within any 30-trading day period at least 150 days after the closing date, or (iii) the consummation of a bona fide liquidation, merger, stock exchange, reorganization, tender offer, change of control or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo ordinary shares for cash, securities or other property.

With respect to the Company Shareholders, HoldCo shareholders and their permitted transferees, the lock-up period begins on the closing date and ends on the earliest of (i) the date that is 365 days after the closing date, (ii) the date on which the closing trading price of PubCo ordinary shares equals or exceeds $12.00 per share, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, for any 20 trading days within any 30-trading day period at least 150 days after the closing date, or (iii) the consummation of a bona fide liquidation, merger, stock exchange, reorganization, tender offer, change of control or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo ordinary shares for cash, securities or other property.

Going Concern Consideration

As of March 31, 2026, the Company had $187,907 of cash and a working capital surplus of $43,556. The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company currently has until February 7, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.