Quantumsphere Acquisition Corp Amends Underwriting Agreement — 4% Deferred Fee

What Happened Quantumsphere Acquisition Corp filed an 8-K reporting Amendment No. 1 to its Underwriting Agreement dated March 3, 2026 (amending the agreement originally dated August 5, 2025). The amendment, with Polaris Advisory Partners, LLC (representative) and Kingswood Capital Partners LLC, revises how the deferred underwriting commission is calculated and paid: a deferred commission equal to 4.00% of gross proceeds from the sale of firm units and option units will be payable from the trust account upon consummation of the company’s initial business combination.

Key Details

• Amendment date: March 3, 2026; original Underwriting Agreement dated August 5, 2025.
• Deferred underwriting commission set at 4.00% of gross proceeds from firm and option unit sales.
• Payment source and timing: payable from the trust account upon closing of the initial business combination.
• Cap/limit: payment is subject to a cap equal to 4.00% of the funds remaining in the trust after all properly submitted redemptions.
• Underwriters may waive the deferred commission prior to consummation of the initial business combination.

Why It Matters This amendment clarifies the fee the underwriters can collect from the SPAC’s trust when the company completes a business combination. For investors, it affects how much cash could be removed from the trust to pay underwriting fees at closing, which in turn can influence the funds available to the combined company or to consummate the deal. The ability of the underwriters to waive the fee preserves flexibility that could affect negotiation or deal economics ahead of closing.