UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | ||||
| The Stock Market LLC | ||||
| 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).
Emerging growth company
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 13, 2026, SACH Pte. Ltd., the Company’s target in its previously announced business combination, entered into a subscription agreement with Cypress Innovations Limited, pursuant to which Cypress Innovations Limited agreed to purchase 2,055 ordinary shares of SACH Pte. Ltd. at a purchase price of $973.16 per share, for aggregate gross proceeds of $2,000,000.
On January 13, 2026, SACH Pte. Ltd. also entered into a separate subscription agreement with an individual investor, pursuant to which such investor agreed to purchase 103 ordinary shares of SACH Pte. Ltd. at a purchase price of $973.16 per share, for aggregate gross proceeds of $100,000.
The subscription agreements were entered into in connection with SACH Pte. Ltd.’s ongoing financing activities in anticipation of the consummation of the previously announced business combination.
No securities of Quantumsphere Acquisition Corporation were issued in connection with either transaction.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Subscription Agreement, dated January 13, 2026, by and between SACH Pte. Ltd. and Cypress Innovations Limited | |
| 10.2 | Subscription Agreement, dated January 13, 2026, by and between SACH Pte. Ltd. and Tan Cheng Siong | |
| 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: January 23, 2026 | By: | /s/ Ping Zhang |
| Name: | Ping Zhang | |
| Title: | Chief Executive Officer | |
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