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Highlights
The combined company is expected to be listed on the NASDAQ Global Market.
The transaction values SACH at an implied pro forma equity value of approximately USD 300 million.
The merger is expected to provide up to USD 82.8 million in cash proceeds to SACH, assuming no redemptions.
SACH Pte. Ltd., a Singapore-based business engaged in gaming, technology, e-commerce, retail, and live events, announced that it has entered into an Agreement and Plan of Merger with Quantumsphere Acquisition Corporation (NASDAQ:QUMS), a special purpose acquisition company.
Under the terms of the Agreement, QUMS Pubco Ltd., a Cayman Islands exempted company and wholly-owned subsidiary of Quantumsphere, will act as the purchaser in the transaction. Following the completion of the merger, SACH and its affiliate Omnivate Global Ltd. will become wholly-owned subsidiaries of the purchaser, which will operate as a publicly traded company on the NASDAQ Global Market.
Company Overview
SACH Pte. Ltd. develops and commercializes products and services across multiple industries, including gaming, technology, e-commerce, retail, and live events. The company’s primary focus is integrating digital and physical experiences to enhance engagement and customer interaction.
One of its key developments is OMMiii, a social technology platform incorporating gamification features to connect brands, events, and intellectual properties with their audiences. The platform enables online-to-online and online-to-offline marketing strategies by linking virtual experiences with physical participation. OMMiii is hosted on the Binance Smart Chain network and features interactive elements such as games, quizzes, and personalized digital experiences. It also offers analytical tools that provide insights into customer engagement patterns.
Transaction Overview
As part of the proposed merger, Omnivate will acquire all shares of SACH through a share exchange, resulting in SACH becoming a wholly-owned subsidiary of Omnivate. Following this restructuring, a merger between Merger Sub (a subsidiary of the Purchaser) and Omnivate will occur, with Omnivate continuing as a wholly-owned subsidiary of the Purchaser. Quantumsphere will also merge with and into the Purchaser, which will remain the surviving publicly traded company.
The transaction assigns SACH a pre-money equity value of approximately USD 300 million on a fully diluted basis. Upon completion, the merger is expected to provide up to USD 82.8 million in cash proceeds to SACH from Quantumsphere’s IPO trust account, assuming no shareholder redemptions and excluding transaction fees and operating costs. Current SACH shareholders will retain 100% of their equity and will hold a substantial majority of the combined company on a pro forma basis.
Advisors
Geneva Capital Group serves as the financial advisor to SACH. Celine & Partners, PLLC is acting as legal advisor to Quantumsphere, while KPMG Law Firm is serving as legal advisor to SACH.
