{"url_path":"/sec/qums/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/2070900/0001829126-26-006482-index.html","accession_number":"0001829126-26-006482","cik":"0002070900","ticker":"QUMS","issuer_name":"Quantumsphere Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070900/0001829126-26-006482-index.html","primary_entity_key":"0002070900","primary_entity_name":"Quantumsphere Acquisition Corp"},"word_count":344,"has_tables":true,"body_markdown":"**Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.**\n\n \n\nThe following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 31, 2026, by:\n\n \n\n \n●\neach person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;\n\n \n \n \n\n \n●\neach of our officers and directors; and\n\n \n \n \n\n \n●\nall of our officers and directors as a group.\n\n \n\nUnless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.\n\n \n\nThe beneficial ownership of our Ordinary Shares\nis based on an aggregate of 11,406,650 Ordinary Shares issued and outstanding as of March 31, 2026.\n\n \n\n**Name and Address of Beneficial Owner(1)**\n \n**Number ofOrdinary SharesBeneficiallyOwned(1)(2)**\n \n \n**ApproximatePercentage ofOutstandingBeneficialOwnership**\n \n\nWhiteowl Holdings LLC (our Sponsor)(3)\n \n \n3,126,650\n \n \n \n27.41\n%\n\nPing Zhang(3)\n \n \n3,126,650\n \n \n \n27.41\n%\n\nWei (Victor) Zhang\n \n \n-\n \n \n \n-\n%\n\nDaniel M. McCabe\n \n \n-\n \n \n \n-\n \n\nQi Gong\n \n \n-\n \n \n \n-\n%\n\nMizuho Financial Group, Inc.(4)\n \n \n718,086\n \n \n \n6.3\n%\n\nAll current directors and executive officers as a group (4 persons)\n \n \n3,126,650\n \n \n \n27.41\n%\n\n \n\n \n\n(1)\nUnless otherwise noted, the business address of each of the following entities or individuals is 1185 Avenue of the Americas, Suite 304, New York, NY 10036.\n\n(2)\nThese shares represent 2,898,000 founder shares and 228,650 ordinary shares included in the private placement units held by Whiteowl Holdings\nLLC, which consist of founder shares issued in connection with the Company’s initial public offering.\n\n(3)\nMr. Ping Zhang, the Company’s Chairman, Chief Executive Officer, Chief Financial Officer and a director, may be deemed to beneficially own the shares by Whiteowl Holdings LLC by virtue of his control of such entity.\n\n(4)\nRepresents ordinary shares beneficially owned by Mizuho Financial Group, Inc., as reported in a Schedule 13G filed with the Securities and Exchange Commission on February 12, 2026 and amended on February 17, 2026. Such shares are held by a wholly owned subsidiary, and Mizuho and certain of its affiliates may be deemed indirect beneficial owners of such shares.\n\n \n\n39"}