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Paddington Partners 88 LLC details QLEP-UN founder shares and private placement warrants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Quantum Leap Acquisition Corp insider Paddington Partners 88 LLC, identified as a director, CEO and 10% owner, filed an initial statement of beneficial ownership. The filing reports 654,500 Class A ordinary shares from private placement units, 6,325,000 Class B founder shares, and 654,500 Private Placement Warrants exercisable at $11.50 per share. Of the founder shares, up to 825,000 may be forfeited depending on underwriters’ over-allotment activity.

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Insights

Form 3 shows SPAC sponsor’s initial equity and warrant position.

Paddington Partners 88 LLC reports sizable holdings in Quantum Leap Acquisition Corp, including Class A shares, Class B founder shares, and Private Placement Warrants with an exercise price of $11.50. This is a standard initial ownership disclosure for a SPAC sponsor.

The 6,325,000 founder shares align sponsor incentives with post-combination performance. However, up to 825,000 of these are subject to forfeiture if the underwriters’ over-allotment option is not fully exercised, so the ultimate founder stake depends on offering take-up.

The 654,500 Private Placement Warrants become exercisable only after the initial business combination and then run for five years, according to the terms described. These warrants add leveraged upside exposure for the sponsor; actual value will depend on Quantum Leap’s share price after completing its business combination.

Insider Paddington Partners 88 LLC
Role CEO
Type Security Shares Price Value
holding Private Placement Warrants -- -- --
holding Class B ordinary shares ("founder shares") -- -- --
holding Class A ordinary shares (from Private Placement Units -- -- --
Holdings After Transaction: Private Placement Warrants — 654,500 shares (Direct, null); Class B ordinary shares ("founder shares") — 6,325,000 shares (Direct, null); Class A ordinary shares (from Private Placement Units — 654,500 shares (Direct, null)
Footnotes (1)
  1. Each Private Placement Warrant becomes exercisable on the later of (i) 30 days after the completion of the initial business combination of Quantum Leap Acquisition Corp (the "Issuer" or "Quantum") and (ii) 12 months from the closing of the Issuer's public offering, and expires five years after the completion of the Issuer's initial business combination, or earlier upon redemption or the liquidation of the Issuer, all as described in its final prospectus. Of the 6,325,000 Class B ordinary shares (i.e. "founder shares") reported herein, up to 825,000 are subject to forfeiture, in whole or part, depending on the extent to which the underwriters' over-allotment option is not exercised within 45 days after the registration statement's effectiveness. Each private placement unit (the "Private Placement Units") consists of one Class A ordinary share and one warrant. The Class A ordinary shares underlying the Private Placement Units are reported in Table I, and the related Private Placement Warrants are reported in Table II.
Class A shares from private placement units 654,500 shares Beneficial ownership reported by Paddington Partners 88 LLC
Class B founder shares 6,325,000 shares Founder shares held by Paddington Partners 88 LLC
Founder shares subject to forfeiture 825,000 shares Up to this amount may be forfeited depending on over-allotment
Private Placement Warrants 654,500 warrants Warrants reported with underlying Class A shares
Warrant exercise price $11.50 per share Exercise price for Private Placement Warrants
Private Placement Warrants financial
"Each Private Placement Warrant becomes exercisable on the later of (i) 30 days after the completion of the initial business combination..."
Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.
founder shares financial
"Of the 6,325,000 Class B ordinary shares (i.e. "founder shares") reported herein, up to 825,000 are subject to forfeiture..."
Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.
over-allotment option financial
"up to 825,000 are subject to forfeiture, in whole or part, depending on the extent to which the underwriters' over-allotment option is not exercised..."
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
initial business combination financial
"Each Private Placement Warrant becomes exercisable on the later of (i) 30 days after the completion of the initial business combination..."
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
Private Placement Units financial
"Each private placement unit (the "Private Placement Units") consists of one Class A ordinary share and one warrant."
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Paddington Partners 88 LLC

(Last)(First)(Middle)
WILLOW WORKPLACE MENLO PARK
80 WILLOW ROAD

(Street)
MENLO PARK CALIFORNIA 94025

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2026
3. Issuer Name and Ticker or Trading Symbol
Quantum Leap Acquisition Corp [ QLEP ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B ordinary shares ("founder shares")6,325,000(2)D
Class A ordinary shares (from Private Placement Units654,500(3)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Private Placement Warrants (1) (1)Class A ordinary shares (private placement units)654,500(3)$11.5D
Explanation of Responses:
1. Each Private Placement Warrant becomes exercisable on the later of (i) 30 days after the completion of the initial business combination of Quantum Leap Acquisition Corp (the "Issuer" or "Quantum") and (ii) 12 months from the closing of the Issuer's public offering, and expires five years after the completion of the Issuer's initial business combination, or earlier upon redemption or the liquidation of the Issuer, all as described in its final prospectus.
2. Of the 6,325,000 Class B ordinary shares (i.e. "founder shares") reported herein, up to 825,000 are subject to forfeiture, in whole or part, depending on the extent to which the underwriters' over-allotment option is not exercised within 45 days after the registration statement's effectiveness.
3. Each private placement unit (the "Private Placement Units") consists of one Class A ordinary share and one warrant. The Class A ordinary shares underlying the Private Placement Units are reported in Table I, and the related Private Placement Warrants are reported in Table II.
Remarks:
Euphoria Capital LLC ("Euphoria") is the managing member of the Paddington 88 Partners LLC (the "Reporting Person" or the "Sponsor"). The Reporting Person is the sponsor of the Issuer. Kervin Pillay is the sole director of Euphoria. Mr. Pillay will file a separate Form 3 to report 10,000 Class B ordinary shares that he holds directly which have been granted as a result of his service as a director of the Issuer. This Form 3 represents securities held of record by the Sponsor. References to potential founder share forfeiture limits reflect the underwriters' 45-day over-allotment option period, which remains open as of the date hereof. Each of Euphoria and Mr. Pillay may be deemed to beneficially own the securities held of record by the Reporting Person by virtue of the foregoing. Each disclaims beneficial ownership of such securities except to the extent his or its pecuniary interest therein, and the inclusion of such securities herein shall not be deemed an admission of beneficial ownership for Section 16 or any other purpose.
Paddington Partners 88 LLC By: Euphoria Capital, its Managing Member /s/ Kervin Pillay, a Sole Director of Euphoria Capital05/07/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What did Paddington Partners 88 LLC report in its Form 3 for QLEP-UN?

Paddington Partners 88 LLC reported initial beneficial ownership in Quantum Leap Acquisition Corp, including Class A ordinary shares from private placement units, Class B founder shares, and Private Placement Warrants, giving a clear view of the sponsor’s equity and warrant interests at the time of the filing.

How many founder shares of QLEP-UN does Paddington Partners 88 LLC hold?

Paddington Partners 88 LLC reported 6,325,000 Class B ordinary shares, described as founder shares. These founder shares typically convert into Class A shares later and represent the sponsor’s main equity stake in Quantum Leap Acquisition Corp’s capital structure as disclosed in the Form 3.

How many Class A shares from private placement units are disclosed for QLEP-UN?

The Form 3 shows 654,500 Class A ordinary shares associated with private placement units for Quantum Leap Acquisition Corp. Each private placement unit consists of one Class A share and one warrant, with the related Private Placement Warrants detailed separately in the derivative holdings section.

What are the Private Placement Warrants reported for QLEP-UN?

Paddington Partners 88 LLC reported 654,500 Private Placement Warrants, each exercisable into one Class A ordinary share at an exercise price of $11.50. These warrants become exercisable after Quantum Leap Acquisition Corp completes its initial business combination and have a five-year term thereafter, subject to earlier redemption or liquidation.

Are any QLEP-UN founder shares subject to forfeiture?

Yes. Of the 6,325,000 Class B founder shares reported, up to 825,000 are subject to forfeiture. The forfeiture depends on how much of the underwriters’ over-allotment option is exercised within 45 days after the registration statement’s effectiveness for Quantum Leap Acquisition Corp.

When do the QLEP-UN Private Placement Warrants become exercisable?

Each Private Placement Warrant becomes exercisable on the later of 30 days after completion of Quantum Leap Acquisition Corp’s initial business combination or 12 months from the closing of its public offering. They then expire five years after that business combination, or earlier upon redemption or liquidation.