SPACSphere Acquisition Corp. (SSAC) is seeking shareholder approval for its proposed business combination with Mobilewalla Holdco, Inc.; the preliminary prospectus covers up to 52,553,887 shares of common stock, 8,764,733 warrants, and shares underlying those warrants, to be issued by SSAC after its Delaware domestication. Under the proposal, SSAC would domesticate in Delaware and its subsidiary would merge into Mobilewalla, which would survive as SSAC’s wholly owned subsidiary. At closing, SSAC would become Covariate, Inc. and expects its common stock and public warrants to trade on Nasdaq as COVR and COVRW.
Closing requires approval of all condition-precedent proposals. The proposed equity plan would reserve shares equal to 20% of fully diluted common stock immediately after closing, plus shares for converted Mobilewalla options; annual increases would not exceed 5%. The illustrative redemption price was approximately $10.20 per share as of August 31, 2026. A public shareholder together with its affiliates or group generally may not redeem more than 15% of Offering Shares without SSAC’s prior consent. If redemptions leave net tangible assets below $5,000,001 and no other exemption applies, the common stock may be treated as a penny stock.
SPACSphere Acquisition Corp., SPACSphere Merger Sub Inc. and Mobilewalla Holdco, Inc. amended their business combination agreement on October 15, 2026. The agreement would expand the proposed combined-company board from five to seven directors, effective as of the closing. Mobilewalla is to designate Anindya Datta and Boris M. Gutin, neither of whom is required to qualify as independent, and four independent directors; SPACSphere is to designate Bala Padmakumar. George Brody, John Garner and Stephen Markscheid are named as independent directors, with a fourth to be appointed before the Form S-4 registration statement is declared effective. The parties will use reasonable best efforts to nominate and elect the designees, subject to applicable-law and Nasdaq listing limitations. Except for these changes, the Business Combination Agreement remains in full force and effect.
SPACSphere Acquisition Corp. (SSAC) and Mobilewalla amended their business combination agreement, increasing the planned board of the combined company from five to seven directors, effective at the merger closing.
The board is to include two Mobilewalla designees, Anindya Datta and Boris M. Gutin, neither of whom is required to qualify as independent; one SPACSphere designee, Bala Padmakumar; and four independent directors designated by Mobilewalla before closing. George Brody, John Garner and Stephen Markscheid are named among the independent directors; a fourth will be appointed before the Form S-4 registration statement is declared effective. Subject to applicable laws and Nasdaq listing requirements, the parties agreed to use reasonable best efforts to nominate and elect the designated directors.
SPACSphere Acquisition Corp. is the issuer whose Class A ordinary shares are reported as beneficially owned by Wolverine Asset Management, LLC, Wolverine Holdings, LLC, and Wolverine Holdings managers Christopher L. Gust and Robert R. Bellick. Each may be deemed to beneficially own 954,297 shares, or 5.22% of the class, with shared voting and dispositive power over that amount and no sole voting or dispositive power. These are overlapping reporting-person attributions, not a stated combined total. The percentage calculation uses 18,297,994 Class A ordinary shares outstanding as of August 14, 2026.
SPACSphere Acquisition Corp. and Mobilewalla Holdco, Inc. discussed their proposed $250 million business combination. SPACSphere Chairman and CEO Bala Padmakumar said Mobilewalla’s 2026 ARR was forecast at $16 million to $20 million in the S-4. He described a close before year-end as an “outside chance,” with early next year as the alternative.
Mobilewalla CEO Anindya Datta said its platform receives about 50 terabytes of data per day and compresses stored data to 17 petabytes, with monthly Amazon storage spending of $150,000. He said going public is intended to support machine-learning hiring, computing capacity, and acquisitions of data assets and teams.
SPACSphere Acquisition Corp. (SSAC) received an amended Schedule 13G/A from Karpus Management, Inc., reporting its current passive ownership position in the company’s common stock.
Karpus, a registered investment adviser, reports beneficial ownership of 1,199,767 shares of common stock, representing 4.99% of the class. Karpus has sole voting and sole dispositive power over all reported shares, which are held in accounts it manages, and states that its ownership is at or below 5 percent of the class.
SPACSphere Acquisition Corp. is a Cayman Islands SPAC that has not yet begun operating activities and is focused on completing an initial business combination. On May 29, 2026, it entered into a Business Combination Agreement to merge Mobilewalla Holdco, Inc. into a wholly owned subsidiary, with Mobilewalla becoming a direct subsidiary of SPACSphere upon closing.
As of June 30, 2026, total assets were $175.4 million, including $174.9 million of cash and marketable securities in a trust account, largely funded by the February 9, 2026 IPO of 17,250,000 units at $10.00 per unit. For the six months ended June 30, 2026, SPACSphere reported net income of $1,335,802, driven by $2,396,125 of interest income on trust investments, offset by $1,060,323 of general and administrative expenses.
The company held only $229,394 in cash equivalents outside the trust and had a working capital deficit of $556,535. Management discloses that limited liquidity and an obligation to complete a business combination within 15 months of the IPO, or by May 9, 2027, with mandatory liquidation if unsuccessful, raise substantial doubt about its ability to continue as a going concern. Management plans to address this by completing the proposed Mobilewalla transaction or another business combination.
Mizuho Financial Group, Inc., a Japan-based parent holding company, reports beneficial ownership of common shares of SPACSphere Acquisition Corp. Mizuho reports holding 1,012,567 common shares, representing 5.5% of the class, with sole voting and sole dispositive power over these shares and no shared power. The filing states that Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed indirect beneficial owners of equity securities directly held by Mizuho Securities USA LLC, their wholly owned subsidiary.
SPACSphere Acquisition Corp. (SSAC) filed an S-4 to register up to 52,553,887 shares of common stock and 8,764,733 warrants for issuance in its proposed business combination with Mobilewalla Holdco, Inc. SSAC will domesticate from the Cayman Islands to Delaware and be renamed Covariate, Inc.
Mobilewalla stockholders will receive shares based on an Exchange Ratio equal to 25,000,000 divided by Mobilewalla’s fully diluted shares, giving them 41.7%–65.0% of the combined company depending on redemptions, while public holders could fall from 35.9% ownership to 0%. Total shares outstanding would range from 48,090,033 (no redemptions) to 30,840,033 (maximum redemptions), and fully diluted from 77,294,157 to 55,688,369.
Public shareholders may redeem at about $10.14 per share (based on a $174.9 million trust as of March 31, 2026), subject to a 15% cap per group without consent. The filing notes there is no $5,000,001 net tangible asset closing condition, so if redemptions are high and no other exemption applies, the stock could be treated as a “penny stock”. A new equity plan will reserve 20% of fully diluted shares for management, plus additional shares for converted options, and significant sponsor and insider holdings will be subject to lock-up agreements.
Mobilewalla and SPACSphere (SSAC) present a public investor deck describing a strategy to commercialize vertical, agentic AI built on a decade of proprietary consumer behavioral data. The presentation positions horizontal foundation models as commoditized and argues value accrues to domain depth, longitudinal data, and agentic delivery, citing market estimates such as a $1T+ cumulative AI investment and an agentic AI market projected from $7.8B to $52B by 2030.
The company highlights a data moat (2B+ devices, 40+ countries, 10 years of history), four core products (Telescope, Market Flow, LendBetter, Consumer Data Platform), a multi-vertical playbook, and organic and inorganic growth levers ahead of a proposed business combination with SPACSphere. Forward-looking statements and customary SPAC/prospectus disclosures are included.