Quantumsphere Acquisition Corporation filed an 8-K for earliest event October 3, 2025, reporting entry into an Agreement and Plan of Merger. Parties are Omnivate Global Ltd. (HoldCo), SACH Pte. Ltd. (Company), QUMS Pubco Ltd. (Purchaser/Pubco), and SACH Merge Sub Ltd. (Merger Sub). The merger agreement is Exhibit 2.1; sponsor support, company shareholder support, lock-up form, registration rights, and a furnished press release are Exhibits 10.1–10.4 and 99.1. Deal structure is two mergers. Quantumsphere merges into Pubco, with Pubco surviving as the listed Cayman vehicle. Immediately prior to the acquisition merger, HoldCo becomes direct parent of the Company; Merger Sub then merges into HoldCo, with HoldCo surviving as a wholly-owned Pubco subsidiary. Combined operations are to run through HoldCo and the Company. Pubco ordinary shares are expected to remain on Nasdaq. HoldCo holders receive aggregate merger consideration of 30,000,000 Pubco ordinary shares, described as US$300,000,000 of value at US$10.00 per share, subject to agreement adjustments. Whiteowl Holdings LLC (sponsor) signed a sponsor support agreement to vote in favor and support the combination; certain HoldCo/Company shareholders gave parallel support. Lock-ups and a registration rights agreement were also executed at signing. Units separate before the SPAC merger. Under the merger terms, each SPAC right is deemed one-seventh of one Pubco ordinary share; each non-redeemed SPAC ordinary share converts into one Pubco ordinary share. Validly redeemed SPAC shares are not converted to Pubco equity and instead receive cash per redemption rights, then are cancelled. Outstanding unexpired SPAC warrants are assumed by Pubco on existing warrant terms. (Cover securities table language states rights as one-tenth; the merger narrative and right-treatment mechanics use one-seventh.) Close-path (Pulse): definitive agreement is signed, with closing conditioned on Quantumsphere and HoldCo shareholder approvals, no specified MAE, no blocking law/order, Pubco net tangible assets of at least $5,000,001 after redemptions, Nasdaq approval of Pubco’s initial listing application, and delivery of ancillary agreements. Pubco will file an S-4 proxy/prospectus for an extraordinary meeting; approval threshold cited is a majority of outstanding Quantumsphere ordinary shares entitled to vote. Termination rights include mutual consent, failure to close by June 30, 2026, failed votes, uncured breaches, and certain MAE paths. That framework is the live path to a listed Pubco outcome for non-redeeming stock and for rights as fractional Pubco scrip. Cash (V): redemption cash remains available only on SPAC ordinary shares that validly redeem; rights are written into equity fraction at the SPAC merger, not into a cash election in this summary. Warrant value stays derivative on Pubco terms post-close. The filing does not state trust balance, IPO proceeds, redemption deadline mechanics beyond customary rights, any minimum cash condition other than the $5,000,001 NTA test, PIPE or other financing, exchange ratio adjustments already quantified, or business/financial metrics for SACH. No S-4 has been filed yet—only an intent to file is disclosed.

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