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SPACSphere Sponsor (SSAC) reports 5.25M Class B founder shares

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

Rhea-AI Filing Summary

SPACSphere Sponsor LLC, the sponsor of SPACSphere Acquisition Corp., reports beneficial ownership of 5,250,000 Class B ordinary shares, described as Founder Shares. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination or earlier at the holder’s option.

The Founder Shares have no expiration date and an exercise price of $0.00 per share. Footnotes explain the Sponsor initially held 5,750,000 Founder Shares at the effectiveness of the registration statement and later transferred 500,000 Founder Shares to direct institutional investors in a private placement that closed simultaneously with the initial public offering.

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Insider SPACSphere Sponsor LLC
Role 10% Owner
Type Security Shares Price Value
holding Class B Ordinary Shares -- -- --
Holdings After Transaction: Class B Ordinary Shares — 5,250,000 shares (Direct)
Footnotes (1)
  1. As described in the registration statement on Form S-1 (File No. 333-290414) of SPACSphere Acquisition Corp. (the "Issuer") under the heading "Description of Securities-Founder Shares," the Class B ordinary shares ("Founder Shares") will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. These shares represent the Founder Shares held by SPACSphere Sponsor LLC (the "Sponsor"). The Sponsor held 5,750,000 shares at the effectiveness of the Issuer's registration statement. Upon the closing of a private placement that closed simultaneously with the initial public offering, the Sponsor sold, assigned and transferred an aggregate of 500,00 Founder Shares to the direct institutional investors. Bala Padmakumar and SPACCatalyst LLC are the sole managing members of the Sponsor and hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Through their control of SPACCatalyst LLC, each of Messrs. Das and Patel may be deemed to share voting and investment discretion with respect to such shares held indirectly by SPACCatalyst LLC. Each of SPACCatalyst LLC and Messrs. Padmakumar, Das and Patel disclaim beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein, directly or indirectly.
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*
SPACSphere Sponsor LLC

(Last)(First)(Middle)
8795 FOLSOM BLVD

(Street)
SACRAMENTO CALIFORNIA 95826

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2026
3. Issuer Name and Ticker or Trading Symbol
SPACSphere Acquisition Corp. [ SSAC ]
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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
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)
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
Class B Ordinary Shares(1) (1) (1)Class A Ordinary Shares5,250,000(2)(1)D
Explanation of Responses:
1. As described in the registration statement on Form S-1 (File No. 333-290414) of SPACSphere Acquisition Corp. (the "Issuer") under the heading "Description of Securities-Founder Shares," the Class B ordinary shares ("Founder Shares") will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
2. These shares represent the Founder Shares held by SPACSphere Sponsor LLC (the "Sponsor"). The Sponsor held 5,750,000 shares at the effectiveness of the Issuer's registration statement. Upon the closing of a private placement that closed simultaneously with the initial public offering, the Sponsor sold, assigned and transferred an aggregate of 500,00 Founder Shares to the direct institutional investors. Bala Padmakumar and SPACCatalyst LLC are the sole managing members of the Sponsor and hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Through their control of SPACCatalyst LLC, each of Messrs. Das and Patel may be deemed to share voting and investment discretion with respect to such shares held indirectly by SPACCatalyst LLC. Each of SPACCatalyst LLC and Messrs. Padmakumar, Das and Patel disclaim beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein, directly or indirectly.
/s/ Bala Padmakumar Authorized Signatory of SPACSphere Sponsor LLC03/23/2026
** 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 does SPACSphere Sponsor LLC report owning in SPACSphere Acquisition Corp. (SSAC)?

SPACSphere Sponsor LLC reports beneficial ownership of 5,250,000 Class B ordinary shares, referred to as Founder Shares. These shares are directly held and represent a significant sponsor stake in SPACSphere Acquisition Corp. ahead of its initial business combination process.

How do SPACSphere Acquisition Corp. (SSAC) Founder Shares convert into Class A shares?

The Class B Founder Shares automatically convert into Class A ordinary shares on a one-for-one basis. Conversion occurs at the time of SPACSphere Acquisition Corp.’s initial business combination or earlier at the option of the holder, providing flexibility in timing.

Do the SPACSphere Acquisition Corp. (SSAC) Founder Shares held by the sponsor expire?

The Class B Founder Shares held by SPACSphere Sponsor LLC have no expiration date. They remain outstanding until converted into Class A ordinary shares in connection with the initial business combination or an earlier optional conversion chosen by the holder.

What was the initial number of Founder Shares held by SPACSphere Sponsor LLC for SSAC?

At the effectiveness of SPACSphere Acquisition Corp.’s registration statement, SPACSphere Sponsor LLC held 5,750,000 Founder Shares. This initial position was later reduced when a portion of the shares was transferred to direct institutional investors in a related private placement.

Why does SPACSphere Sponsor LLC now report 5,250,000 Founder Shares instead of 5,750,000?

After initially holding 5,750,000 Founder Shares, SPACSphere Sponsor LLC sold, assigned and transferred 500,000 Founder Shares to direct institutional investors in a private placement that closed simultaneously with the initial public offering, resulting in the current 5,250,000-share holding.

Who has voting and investment discretion over the SPACSphere Acquisition Corp. (SSAC) Founder Shares?

Footnotes state that Bala Padmakumar and SPACCatalyst LLC are the sole managing members of the Sponsor and hold voting and investment discretion over the shares, while certain associated individuals and entities disclaim beneficial ownership beyond any pecuniary interest.