{"url_path":"/sec/qlep/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/2102155/0001213900-26-068255-index.html","accession_number":"0001213900-26-068255","cik":"0002102155","ticker":"QLEP","issuer_name":"Quantum Leap Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2102155/0001213900-26-068255-index.html","primary_entity_key":"0002102155","primary_entity_name":"Quantum Leap Acquisition Corp"},"word_count":1603,"has_tables":true,"body_markdown":"Item 1A. Risk Factors\n\n \n\nAs a smaller reporting company under Rule 12b-2\nof the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, other\nthan as set forth below, see the section titled “*Risk Factors*” contained in our IPO Registration Statement. Any of\nthese factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional\nrisks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes\nto such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.\n\n \n\n*Changes in international trade policies, including the imposition,\ninvalidation and potential re-impositio of tariffs, may have a material adverse effect on our search for an initial Business Combination\ntarget or the performance or business prospects of a post-Business Combination company.*\n\n \n\nThe U.S. tariff landscape\nhas been subject to significant change and legal uncertainty. On February 20, 2026, the U.S. Supreme Court held that the International\nEmergency Economic Powers Act (“IEEPA”) does not authorize the imposition of tariffs, invalidating the tariffs that had been\nimposed under that authority. Following that decision, the IEEPA tariffs were revoked and a temporary global tariff surcharge\nwas imposed under Section 122 of the Trade Act of 1974, while tariffs imposed under Section 232 of the Trade Expansion Act of 1962 and\nSection 301 of the Trade Act of 1974 remained in place.  The Section 122 tariffs have themselves been challenged, with the U.S.\nCourt of International Trade holding in May 2026 that they were not authorized, a ruling that has been appealed and administratively stayed\npending appeal. Additional tariffs may be pursued under other statutory authorities, including new investigations\nunder Section 301. As a result, the scope, magnitude, duration and legal basis of U.S. tariffs remain uncertain, and\ntariffs that have been invalidated may be replaced or re-imposed under other authorities.  These conditions, and any resulting\nretaliatory measures by other countries, could adversely affect economic conditions generally, the industries and prospects of potential\ntarget businesses, the cost and availability of financing, and our ability to identify, negotiate and complete an initial Business Combination\non favorable terms or at all.\n\n \n\nTariffs, or the threat of tariffs or increased\ntariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported\ngoods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition,\nretaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic\nbusinesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes\ncould negatively affect the attractiveness of certain initial Business Combination targets, or lead to material adverse effects on a post-Business\nCombination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not\nprovide useful guidance as to the future performance of such companies, because future financial performance of those companies may be\nmaterially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of\na particular target for a Business Combination could change even after we enter into a Business Combination agreement, as a result of\ntariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly or impractical\nfor us to terminate that Business Combination agreement.  These factors could affect our selection of a Business Combination target.  \n\n \n\nWe may not be able to adequately address the risks\npresented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete\nan initial Business Combination with a particular target or with a target in a particular industry or from a particular country. Consequently,\nthe pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an\ninitial Business Combination.  If we complete an initial Business Combination with such a target, the post-Business Combination company’s\noperations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause\nthe market value of the securities of the post-Business Combination company to decline.\n\n* *\n\n*We may seek to extend the Combination Period, which could reduce\nthe amount held in our Trust Account and have adverse effects on our Company.*\n\n \n\nIf we are unable to consummate our initial Business\nCombination on or before November 4, 2027, we may seek shareholder approval to extend the Combination Period by amending our Amended and\nRestated Articles. In such event, our Public Shareholders will be provided the opportunity to have all or a portion of their Public Shares\nredeemed. Any redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect our ability to consummate\nour initial Business Combination and may also impair our ability to maintain our NYSE listing.\n\n* *\n\n**\n\n20\n\n \n\n* *\n\n*We anticipate that our securities will be suspended from trading\non NYSE and delisted if we do not consummate our initial Business Combination by 36-Month Date. Any trading suspension or delisting could\nhave a material adverse effect on the trading of our securities and may adversely affect our ability to consummate an initial Business\nCombination.*\n\n \n\nOur IPO Registration Statement was declared effective\nby the SEC on April 22, 2025 and our securities are currently listed on the New York Stock Exchange. Pursuant to our Amended and Restated\nArticles, we currently have until November 4, 2027 to consummate our initial Business Combination.\n\n \n\nUnder the NYSE Rules, a SPAC’s NYSE-listed\nsecurities will be immediately suspended from trading if the SPAC does not meet the NYSE 36-Month Requirement, and NYSE will, at such\npoint, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of NYSE (the “Hearing Panel”),\nthe scope of the Hearing Panel’s review is limited. If a SPAC completes a Business Combination after receiving a delisting determination\nby the staff of the Listing Qualifications Department of NYSE (a “Staff Delisting Determination”) and/or demonstrates compliance\nwith all applicable initial listing requirements, the combined company can apply to list its securities on NYSE pursuant to the normal\napplication review process. The NYSE Rules contain a list of deficiencies that would immediately result in a Staff Delisting Determination,\nwhich includes noncompliance with the NYSE 36-Month Requirement.\n\n \n\nAccordingly, were we to amend our Amended and\nRestated Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would still need to\nconsummate our initial Business Combination on or prior to 36-Month Date in order to avoid a suspension of our securities from trading\non and delisting from NYSE. If NYSE were to suspend our securities from trading and delist our securities, our securities could potentially\nbe quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our NYSE suspension and\ndelisting could have significant material adverse consequences, including:\n\n \n\n \n●\nmaking\nour securities appear to be less attractive to potential target companies than the securities of an exchange listed SPAC;\n\n \n \n \n\n \n●\nlimited\navailability of market quotations for our securities;\n\n \n \n \n\n \n●\nreduced\nliquidity for our securities;\n\n \n \n \n\n \n●\nthe\npossibility that our Class A Ordinary Shares would be deemed “penny stock,” which will require brokers trading in our\nClass A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary\ntrading market for our securities;\n\n \n \n \n\n \n●\nlimited\nnews and analyst coverage; and\n\n \n \n \n\n \n●\ndecreased\nability to issue additional securities or obtain additional financing in the future.\n\n \n\nIn addition, if our securities are delisted from\nNYSE, trading in our securities, and offers and sales of our securities by us, may be subject to state securities regulation and additional\ncompliance costs.\n\n* *\n\n*Certain agreements related to the Initial Public Offering may\nbe amended, or their provisions waived, without shareholder approval.*\n\n \n\nCertain of the agreements related to the Initial\nPublic Offering to which we are a party may be amended, or their provisions waived, without shareholder approval. Such agreements include\nthe (i) Underwriting Agreement, (ii) the Letter Agreement, (iii) the Registration Rights Agreement, (iii) the Private Placement Warrants\nPurchase Agreements (iv) the Administrative Services Agreement. These agreements contain various provisions that our Public Shareholders\nmight deem to be material. For example, our Letter Agreement and the Underwriting Agreement contain certain lock-up provisions with respect\nto the Founder Shares and other securities held by our Sponsor, officers and directors, subject to certain exceptions. Amendments or waivers\nto such agreements would require the consent of the applicable parties thereto and, in certain cases, the consent of the underwriters\nof the Initial Public Offering. Any such modification, such as an amendment to shorten lock-up restrictions, may benefit our Sponsor,\nofficers and/or directors. Any such amendments would not require approval from our shareholders, may result in the completion of our initial\nBusiness Combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities.\nFor example, although we would not amend lock-up provisions to permit securities held by Sponsor to be freely sold prior to our initial\nBusiness Combination, we may amend such provisions to permit them to be freely sold after the Business Combination earlier than they would\notherwise be permitted, which may have an adverse effect on the price of our securities.\n\n \n\n21"}