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Quantumsphere Acquisition Corp 2026年度季度报告

2026-02-20 美股财报 曾阿牛
报告封面

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-42787 1185 Avenue of the Americas, Suite 304New York, NY 10036(Address of principal executive offices)Tel: (212) 612-1400(Issuer’s telephone number) Check whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☒No☐ Securities registered pursuant to Section12(b) of the Act: As of February 19, 2026, 11,406,650 Ordinary Shares, including Ordinary Shares underlying the units, par value $0.0001 per share,were issued and outstanding. Quantumsphere Acquisition Corporation FORM 10-Q FOR QUARTER ENDED DECEMBER31, 2025 TABLE OF CONTENTS PART I – FINANCIAL INFORMATION Item 1.Financial Statements1Condensed Balance Sheets as of December 31, 2025 (Unaudited) and March 31, 20251Unaudited Condensed Statements of Operations for the Three Months and Nine Months endedDecember31, 2025 and for the Three Months Ended December 31, 2024 and for the Period from July23, 2024 (Inception) Through December 31, 20242Unaudited Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the Three and Ninemonths Ended December31, 2025 and for the Three Months Ended December 31, 2024 and for thePeriod from July 23, 2024 (Inception) Through December 31, 20243Unaudited Condensed Statements of Cash Flows for the Nine Months Ended December31, 2025 and for PART II – OTHER INFORMATION As a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August7, 2025, no shareswere subject to forfeiture. As a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August7, 2025, no shareswere subject to forfeiture. The accompanying notes are an integral part of these unaudited condensed financial statements. QUANTUMSPHERE ACQUISITION CORPORATIONNOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 — Organization, Business Operations Quantumsphere Acquisition Corporation (the “Company” or “Quantumsphere”) is a blank check company incorporated under the lawsof the Cayman Islands with limited liability on July23, 2024. The Company was formed for the purpose of effecting a merger, shareexchange, 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 As of December 31, 2025, the Company had not commenced any operations. For the period from July23, 2024 (inception) throughDecember31, 2025, the Company’s efforts have been limited to organizational activities as well as activities related to completing theinitial public offering (“IPO”). Subsequent to the IPO, the Company’s efforts have focused on identifying a target company for aBusiness Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, 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 August5, 2025. On August7, 2025, the Company consummated itsIPO of 8,280,000 units (the “Public Units”), including the full exercise of the over-allotment option of 1,080,000 Units granted to theunderwriters. 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 Transaction costs amounted to $4,459,070 consisting of $3,898,500 of underwriting commissions, $586,500 of which was paid in cashat the closing date of the IPO, and $560,570 of legal and other offering costs. At the IPO date, cash of $902,598 was held outside of The Company’s management has broad discretion