Quantumsphere Acquisition Corp: enters merger agreement valued at $600,000,000

What happened

• On Oct 9, 2026, Quantumsphere Acquisition Corporation (QUMS or Parent) and Fortune Favor Technology Inc. (the Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with related parties including HAN DA International Limited (Principal Shareholder), Fortune Favor Global Group Inc. (Purchaser) and QUMS Merger Sub Ltd. (Merger Sub).
• The transaction contemplates two concurrent mergers: a SPAC Merger (Parent into Purchaser) and an Acquisition Merger (Merger Sub into the Company), under which Company shares (other than excluded shares) will be cancelled for Purchaser ordinary shares valued at $10.00 per share based on a pre-money equity valuation of approximately $600,000,000.

Key details

• Parent ordinary shares convert into Purchaser ordinary shares on a one-to-one basis; each Parent right converts into one-seventh (1/7) of one Purchaser ordinary share; Parent units will separate into components and convert accordingly.
• Immediately after closing, Purchaser’s board is expected to have five directors, all designated by the Company, and Company officers are expected to become officers of Purchaser.
• Closing is subject to customary conditions including shareholder approvals, SEC declaration of the registration statement effective, Nasdaq approval for listing, accuracy of representations and warranties, covenant compliance, and absence of a material adverse effect.
• Certain shareholders entered into shareholder support and sponsor support agreements; a break-up fee of $500,000 applies in specified termination scenarios; certain holders are expected to enter into lock-up agreements restricting transfers for 180 days or until the closing price equals or exceeds $12.50 per share for 20 trading days within any 30-trading day period.

Why it may matter

• Item 1.01 (entry into a material definitive agreement) reports the Merger Agreement and describes the proposed business combination, including the structure of the mergers, conversion mechanics, governance and customary representations, covenants, conditions and termination rights. Item 7.01 furnishes a press release announcing execution of the Merger Agreement. The filing does not show why the insider traded or why the company acted.