Material Agreement (Form 8-K)

On March 3, 2026, Quantumsphere Acquisition Corporation (the "Company") entered into Amendment No. 1 to the Underwriting Agreement (the "Amendment") with Polaris Advisory Partners, LLC, a division of Kingswood Capital Partners LLC, as representative of the several underwriters (the "Representative"), and Kingswood Capital Partners LLC.

The Amendment amends that certain Underwriting Agreement, dated August 5, 2025, by and between the Company, the Representative and Kingswood Capital Partners LLC, to revise the calculation and payment terms of the deferred underwriting commission.

Pursuant to the Amendment, the deferred underwriting commission will be payable from the trust account upon consummation of the Company's initial business combination and will equal 4.00% of the gross proceeds from the sale of the firm units and option units, subject to a cap equal to 4.00% of the funds remaining in the trust account after giving effect to all properly submitted redemptions in connection with the initial business combination. The Amendment also clarifies that the underwriters may waive the deferred underwriting commission prior to the consummation of the Company's initial business combination.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.