Quantumsphere Acquisition Corp 2025年季度报告

FORM10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter endedJune 30, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number:001-42787 Quantumsphere Acquisition Corporation(Exact Name of Registrant as Specified in Its Charter) 1185 Avenue of the Americas,Suite 304New York,NY10036(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 filingrequirements for the past 90 days.Yes☒No☐ 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 theregistrant was required to submit such files).Yes☒No☐ 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,” “smallerreporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ 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 September18, 2025,11,406,650Ordinary 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 JUNE 30, 2025 TABLE OF CONTENTS PART I – FINANCIAL INFORMATION Item 1.Financial Statements1Condensed Balance Sheets as of June30, 2025 (Unaudited) and March31, 20251Unaudited Condensed Statement of Operations for the Three Months Ended June30, 20252Unaudited Condensed Statement of Changes in Shareholder’s (Deficit) Equity for the Three monthsEnded June30, 20253Unaudited Condensed Statement of Cash Flows for the Three Months Ended June30, 20254Notes to Unaudited Condensed Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 3.Quantitative and Qualitative Disclosures About Market Risk20Item 4.Controls and Procedures20 Item 1.Legal Proceedings22Item 1A.Risk Factors22Item 2.Unregistered Sales of Equity Securities and Use of Proceeds22Item 3.Defaults Upon Senior Securities22Item 4.Mine Safety Disclosures22Item 5.Other Information22Item 6.Exhibits23 SIGNATURES24 PART I – FINANCIAL INFORMATION QUANTUMSPHERE ACQUISITION CORPORATIONCONDENSED BALANCE SHEETS (1)Ordinary shares have been retroactively restated to reflect the first amendment to the Subscription Agreement, which allowed theSponsor to increase the purchase of ordinary shares from 2,415,000 to 2,898,000 shares for $25,000, including an aggregate of upto 378,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters(see Note 5). As a result of the underwriter 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 CORPORATIONUNAUDITED CONDENSED STATEMENT OF OPERATIONS Basic and diluted net loss per share (1)Excludes an aggregate of up to 378,000 shares of ordinary shares subject to forfeiture if the over-allotment option is not exercisedin full or in part by the underwriters (see Note 5). Ordinary shares have been retroactively restated to reflect the first to theSubscription Agreement, which allowed the Sponsor to increase the purchase of ordinary shares from 2,415,000 to 2,898,000shares for $25,000, including an aggregate of up to 378,000 ordinary shares subject to forfeiture if the over-allotment option is notexercised in full or in part by the underwriters (see Note 5). As a result of the underwriter 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 CORPORATIONUNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED