Fortune Favor Technology Inc. Announces Entering into an Agreement and Plan of Merger with Quantumsphere Acquisition Corporation
VANCOUVER, British Columbia and NEW YORK, Oct. 09, 2026 (GLOBE NEWSWIRE) — Fortune Favor Technology Inc., a Cayman Islands exempted company (“Fortune Favor” or the “Company”), announced today that it has entered into an Agreement and Plan of Merger (the “Agreement”) with Quantumsphere Acquisition Corporation (Nasdaq: QUMS, QUMSR, QUMSU) (“Quantumsphere”), a Cayman Islands exempted company and special purpose acquisition company, Fortune Favor Global Group Inc., a Cayman Islands exempted company and wholly owned subsidiary of Quantumsphere (the “Purchaser”), and QUMS Merger Sub Ltd, a Cayman Islands exempted company and wholly owned subsidiary of the Purchaser (the “Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of the Purchaser, and Quantumsphere will merge with and into the Purchaser, with the Purchaser surviving as the publicly traded company (the “Proposed Transaction”).
Fortune Favor Technology Inc., through its subsidiaries, is principally engaged in providing technology consulting services and comprehensive solutions for medical cold-chain transportation. Its services cover design, sourcing, supply chain, and application support for the handling and delivery of temperature-sensitive products.
Mr. Ping Zhang, Chairman/CEO of Quantumsphere, said, “The merger reflects our commitment to partnering with a company that combines operational execution, scalable sourcing capabilities, and strong customer relationships. We believe Fortune Favor is well positioned to capitalize on attractive market opportunities, and that this proposed transaction will provide the resources, public market access, and strategic flexibility needed to support its next phase of growth.”
Transaction Overview
Pursuant to the Agreement, Quantumsphere will merge with and into Purchaser, its wholly owned subsidiary, with Purchaser surviving the merger and becoming the publicly listed company, and Merger Sub, a wholly owned subsidiary of Purchaser, will merge with and into Fortune Favor, with Fortune Favor surviving as a wholly owned subsidiary of Purchaser, in each case subject to the terms and conditions of the Agreement.
The Proposed Transaction implies a pre-money equity value of approximately $600 million for the Company. Additional information regarding transaction proceeds, sources and uses of funds, and pro forma ownership will be included in the registration statement and other transaction-related materials to be filed in connection with the Proposed Transaction. The parties may also cooperate in connection with any additional financing arrangements sought in connection with the Proposed Transaction.
The Proposed Transaction, which has been approved by the boards of directors of both Quantumsphere and Fortune Favor, is subject to regulatory approvals, the approvals by the shareholders of Quantumsphere and Fortune Favor, respectively, and the satisfaction of certain other customary closing conditions, including, among others, a registration statement, of which the proxy statement/prospectus forms a part, being declared effective by the U.S. Securities and Exchange Commission, and the approval by Nasdaq of the listing application of the combined company.
The description of the Proposed Transaction contained herein is only a summary and is qualified in its entirety by reference to the Agreement relating to the Proposed Transaction. A more detailed description of the Proposed Transaction and a copy of the Agreement will be included in a Current Report on Form 8-K to be filed by Quantumsphere with the SEC and will be available on the SEC’s website at www.sec.gov.
Advisors
Celine & Partners, PLLC and Ogier serve as the legal advisors to Quantumsphere. Jefferey & McCabe, PLLC serves as the U.S. securities counsel to the Company. Chain Stone Capital Limited (CTM) serves as the financial advisor to the Company.
About Fortune Favor Technology Inc.
Fortune Favor Technology Inc., through its subsidiaries, is principally engaged in providing technology consulting services and comprehensive solutions for medical cold-chain transportation. Its services cover design, sourcing, supply chain, and application support for the handling and delivery of temperature-sensitive products.
With deep capabilities across material engineering, structural design, and supply chain management, the Company provides comprehensive customization solutions tailored to medical terminals, distributors, and operators. Its product portfolio supports both standard and highly customized applications, meeting evolving market demands for performance, presentation, and sustainability.
Backed by a team of seasoned industry professionals, the Company has established a strong reputation for innovation, reliability, and customer-centric execution, positioning the Company as a trusted partner in the global medical cold-chain sector.
About Quantumsphere Acquisition Corporation
Quantumsphere is a special purpose acquisition company incorporated as a Cayman Islands exempted company and listed on the Nasdaq Stock Market under the symbols QUMS, QUMSR, and QUMSU. Quantumsphere was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Quantumsphere’s strategy is to identify and partner with a business that can benefit from access to the public markets and additional growth opportunities.
Important Additional Information Regarding the Proposed Transaction Will Be Filed With the SEC
This press release relates to the proposed business combination between Quantumsphere and Fortune Favor. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Purchaser and Fortune Favor intend to file a Registration Statement on Form F-4 with the SEC, which will include a document that serves as a prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Quantumsphere shareholders. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Quantumsphere and Fortune Favor will also file other documents regarding the proposed business combination with the SEC. This press release does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF QUANTUMSPHERE ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Quantumsphere and Fortune Favor through the website maintained by the SEC at www.sec.gov.
The documents filed by Quantumsphere and Fortune Favor with the SEC also may be obtained free of charge upon written request to Quantumsphere Acquisition Corporation, 1185 Avenue of the Americas, Suite 349, New York, NY 10036.
Participants in the Solicitations
Quantumsphere, Fortune Favor and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from Quantumsphere’s shareholders in connection with the proposed business combination. A list of the names of the directors, executive officers, other members of management and employees of Quantumsphere and Fortune Favor, as well as information regarding their interests in the business combination, will be contained in the Registration Statement on Form F-4 to be filed with the SEC by Purchaser and Fortune Favor. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.
Caution About Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 that are based on beliefs and assumptions and on information currently available to Quantumsphere and Fortune Favor. These forward-looking statements are based on Quantumsphere’s and Fortune Favor’s expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including projections of market opportunity and market share, the capability of Fortune Favor’ business plans, including its plans to expand, the anticipated enterprise value of the combined company following the consummation of the proposed business combination, anticipated benefits of the proposed business combination and expectations related to the terms and timing of the proposed business combination, are also forward-looking statements.
Although each of Quantumsphere and Fortune Favor believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of Quantumsphere and Fortune Favor cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. These factors are difficult to predict accurately and may be beyond Quantumsphere’s and Fortune Favor’s control. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form F-4 relating to the proposed business combination, which is expected to be filed by Purchaser and Fortune Favor with the SEC, and other documents filed by Quantumsphere, Purchaser or Fortune Favor from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those expressed or implied in the forward-looking statements.
There may be additional risks that neither Quantumsphere nor Fortune Favor presently know, or that Quantumsphere and Fortune Favor currently believe are immaterial, and that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Quantumsphere or Fortune Favor, their respective directors, officers or employees or any other person that Quantumsphere or Fortune Favor will achieve their objectives and plans in any specified time frame, or at all. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for Quantumsphere or Fortune Favor to predict these events or how they may affect Quantumsphere or Fortune Favor. Except as required by law, neither Quantumsphere nor Fortune Favor has any duty to, and does not intend to update or revise the forward-looking statements in this communication or elsewhere after the date this communication is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this communication may not occur.
Uncertainties and risk factors that could affect Quantumsphere’s and Fortune Favor’s future performance and cause results to differ from the forward-looking statements in this release include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; the outcome of any legal proceedings that may be instituted against Quantumsphere or Fortune Favor, the combined company or others following the announcement of the business combination; the inability to complete the business combination due to the failure to obtain approval of the shareholders of Quantumsphere or to satisfy other conditions to closing; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations; the ability to meet Nasdaq listing standards following the consummation of the business combination; the risk that the business combination disrupts current plans and operations of Quantumsphere or Fortune Favor as a result of the announcement and consummation of the business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; costs related to the business combination; changes in applicable laws or regulations; Quantumsphere’s estimates of expenditures and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; changes in laws and regulations that impact Fortune Favor; ability to enforce, protect and maintain intellectual property rights; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Quantumsphere’s final prospectus relating to its initial public offering and in subsequent filings with the SEC, including the Registration Statement on Form F-4 relating to the business combination expected to be filed by Purchaser and Fortune Favor.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
For further queries, please contact:
Ping Zhang
Chairman, Chief Executive Officer
Quantumsphere Acquisition Corporation
Email: pzhang@quantamsphere.com
Sun Sun
Chief Executive Officer
Fortune Favor Technology Inc.
Email: IR@fortunefavorglobal.com
