SPACSphere merger amendment sets seven-seat board

The board changes take effect at merger closing, and a fourth independent director will be appointed before the Form S-4 registration statement is declared effective.

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Combined company board size: 7 directors Mobilewalla-designated directors: 2 directors SPACSphere-designated directors: 1 director +1 more

4 metrics

Combined company board size 7 directors Increased from 5; effective at the merger closing.

Mobilewalla-designated directors 2 directors Anindya Datta and Boris M. Gutin.

SPACSphere-designated directors 1 director Bala Padmakumar.

Mobilewalla-designated independent directors 4 directors Three are named; a fourth will be appointed before the Form S-4 registration statement is declared effective.

Key Terms

Business Combination Agreement, Domestication, proxy statement/prospectus

3 terms

Business Combination Agreement financial

"Amendment No. 1 to Business Combination Agreement"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Domestication regulatory

"domesticate as a Delaware corporation (the “Domestication”)"

Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

proxy statement/prospectus regulatory

"referred to as a proxy statement/prospectus"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many directors will the combined company board have after the SPACSphere (SSAC) merger?

The amended agreement provides for a seven-member board, up from five, effective at the merger closing. Mobilewalla designates two directors and four independent directors; SPACSphere designates one director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/15/2026 - 05:16 PM EDT Accepted by SEC EDGAR 10/15/2026 - 05:16 PM EDT Learn about SEC filing dates

Units, each consisting of one Class A ordinary share, one-half of one redeemable warrant, and one right to receive one-fifth of one Class A ordinary Rights, each right entitling the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business 00-0000000 false 0002081300 0002081300 2026-10-15 2026-10-15 0002081300 spacs:UnitsEachConsistingOfOneClassOrdinaryShareOnehalfOfOneRedeemableWarrantandOneRightToReceiveOnefifthOfOneClassOrdinaryShareMember 2026-10-15 2026-10-15 0002081300 spacs:ClassOrdinarySharesParValue0.0001PerShareMember 2026-10-15 2026-10-15 0002081300 spacs:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareatExercisePriceOf11.50PerShareMember 2026-10-15 2026-10-15 0002081300 spacs:RightsEachRightEntitlingHolderToReceiveOnefifth15OfOneClassOrdinaryShareuponConsummationOfInitialBusinessCombinationMember 2026-10-15 2026-10-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 15, 2026

SPACSPHERE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43093		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8795 Folsom Blvd

Sacramento, California 95826

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (916) 806-7146

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, one-half of one redeemable warrant, and one right to receive one-fifth of one Class A ordinary share		SSACU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		SSAC		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		SSACW		The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination		SSACR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

As previously described in a current report on Form 8-K filed on June 1, 2026, on May 29, 2026, SPACSphere Acquisition Corp., a Cayman Islands exempted company (“SPACSphere”), entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among SPACSphere, SPACSphere Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of SPACSphere (“Merger Sub”), and Mobilewalla Holdco, Inc., a Delaware corporation (“Mobilewalla”), pursuant to which SPACSphere will be de-registered in the Cayman Islands and transfer by way of continuation to Delaware and domesticate as a Delaware corporation (the “Domestication”) and Merger Sub will merge with and into Mobilewalla, with Mobilewalla being the surviving company and continuing as a direct, wholly-owned subsidiary of the SPACSphere (the “Merger”). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.” In connection with the consummation of the Business Combination, SPACSphere will be renamed “Covariate, Inc.”

Item 1.01 Entry Into A Material Definitive Agreement

Amendment No. 1 to Business Combination Agreement

On October 15, 2026, SPACSphere, Merger Sub, and Mobilewalla entered into Amendment No. 1 to Business Combination Agreement (the “BCA Amendment”). Pursuant to the BCA Amendment, the size of the combined company board would be increased from five (5) directors to seven (7) directors, effective as of the consummation of the Merger (the “Closing”). The board would consist of: (i) two (2) directors designated by Mobilewalla, who are designated in the BCA Amendment as Anindya Datta (who will serve as a “Class III” director) and Boris M. Gutin, neither of whom is required to qualify as independent under applicable SEC or Nasdaq requirements; (ii) one (1) director designated by SPACSphere, who is designated in the BCA Amendment as Bala Padmakumar; and (iii) four (4) independent directors to be designated by Mobilewalla prior to the Closing in compliance with applicable SEC and Nasdaq requirements. The independent directors are George Brody, John Garner and Stephen Markscheid and the fourth independent director will be appointed before the registration statement on Form S-4 in connection with the Business Combination is declared effective by the SEC. Subject to any limitation imposed under applicable laws and Nasdaq listing requirements, the parties agreed to use reasonable best efforts to ensure that the persons designated for election to the combined company board pursuant to the BCA Amendment are nominated and elected as directors of the combined company’s board and, where applicable, are designated to the applicable class, in each case effective as of the Closing.

Except as expressly amended by the BCA Amendment, the Business Combination Agreement remains in full force and effect in accordance with its terms. The foregoing description of the BCA Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the BCA Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

No Offer or Solicitation

This Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and does not constitute an offer to sell or a solicitation of an offer to buy any securities of SPACSphere or Mobilewalla, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Additional Information and Where to Find It

In connection with the Business Combination, SPACSphere and Mobilewalla jointly filed with the SEC a Registration Statement, which includes a preliminary prospectus and proxy statement of SPACSphere in connection with the Business Combination, referred to as a proxy statement/prospectus, and after the Registration Statement is declared effective, SPACSphere will mail a definitive proxy statement/prospectus relating to the Business Combination to its shareholders. This Form 8-K does not contain all the information that should be considered concerning the Business

Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. SPACSphere and/or Mobilewalla may file other documents regarding the Business Combination with the SEC, and SPACSphere’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto, the definitive proxy statement/prospectus and the other documents filed in connection with the Business Combination, as these materials will contain important information about Mobilewalla, SPACSphere and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to shareholders of SPACSphere as of a record date to be established for voting on the Business Combination and the other matters to be voted upon at the meeting of SPACSphere’s shareholders to be held to approve the Business Combination and such other matters. Such shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to SPACSphere Acquisition Corp., 8795 Folsom Blvd, Sacramento, California 95826, Attention: Bala Padmakumar, Chief Executive Officer.

Before making any voting decision, investors and security holders of SPACSphere are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with SPACSphere’s solicitation of proxies for its shareholders’ meeting to be held to approve the Business Combination, and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination as they become available because they will contain important information about SPACSphere, Mobilewalla and the Business Combination.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in Solicitation

SPACSphere, Mobilewalla, 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 SPACSphere’s shareholders in connection with the Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of SPACSphere’s shareholders in connection with the Business Combination, including the names of such persons and a description of their respective interests, is set forth in SPACSphere’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed business combination may be obtained by reading the Registration Statement regarding the proposed business combination when it becomes available. Shareholders will be able to obtain copies of the documents described in this paragraph that are filed with the SEC, once available, without charge at the SEC’s website at www.sec.gov, or by directing a request to SPACSphere Acquisition Corp., 8795 Folsom Blvd, Sacramento, California 95826, Attention: Bala Padmakumar, Chief Executive Officer.

Forward-Looking Statements Legend

This Form 8-K contains 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, as amended, that are based on beliefs and assumptions and on information currently available to SPACSphere and Mobilewalla. In some cases, you can identify forward-looking statements by the following words: “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. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of SPACSphere’s securities; (ii) the risk that the Business Combination may not be completed by SPACSphere’s

business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SPACSphere; (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination by the respective shareholders of SPACSphere and Mobilewalla; (iv) the failure to obtain financing to complete the Business Combination and to support the future working capital needs of Mobilewalla and the combined company; (v) the effect of the announcement or pendency of the Business Combination on Mobilewalla’s business relationships, performance, and business generally; (vi) risks that the Business Combination disrupts current plans of Mobilewalla and potential difficulties in the retention of Mobilewalla employees as a result of the Business Combination; (vii) the outcome of any legal proceedings that may be instituted against SPACSphere or Mobilewalla related to the Business Combination Agreement and the Business Combination; (viii) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (ix) the ability to maintain the listing of SPACSphere’s securities on Nasdaq; (x) the price of SPACSphere’s securities, including volatility resulting from changes in the competitive and highly regulated industries in which Mobilewalla operates, variations in performance across competitors, changes in laws and regulations affecting Mobilewalla’s business and changes in the combined capital structure; (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and the ability to identify and realize additional opportunities; (xii) the enforceability of Mobilewalla’s intellectual property, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches of data security; (xiii) the risk that Mobilewalla may never achieve or sustain profitability; (xiv) changes in the competitive and regulated industries in which Mobilewalla operates, variations in operating performance across competitors, changes in laws and regulations affecting Mobilewalla’s business and changes in the combined capital structure, and (xv) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in SPACSphere’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are available on the website of the SEC at www.sec.gov and other documents filed, or to be filed with the SEC by SPACSphere, including the Registration Statement. The foregoing list of factors is not exhaustive. There may be additional risks that neither SPACSphere nor Mobilewalla presently know or that SPACSphere nor Mobilewalla currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the definitive proxy statement to be filed by SPACSphere with the SEC, including those under “Risk Factors” therein, and other documents filed by SPACSphere from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SPACSphere and Mobilewalla assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither SPACSphere nor Mobilewalla gives any assurance that either SPACSphere or Mobilewalla will achieve its expectations.

Item 9.01 Financial Statements and Exhibits.

(d) List of Exhibits.

The Exhibit Index is incorporated by reference herein.

Exhibit Index

Exhibit No.		Description
10.1		Amendment No. 1 to Business Combination Agreement, dated as of October 15, 2026, by and among SPACSphere Acquisition Corp., SPACSphere Merger Sub Inc., and Mobilewalla Holdco, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				SPACSphere Acquisition Corp.
Date: October 15, 2026				By:		/s/ Bala Padmakumar
				Name:		Bala Padmakumar
				Title:		Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 17.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 26.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 16.0 KB