SPACSphere (SSACU) names independent directors and adopts amended charter

Rhea-AI Filing Summary

SPACSphere Acquisition Corp. filed an 8-K describing governance changes tied to its initial public offering. Upon the effectiveness of its Form S-1 on January 30, 2026, Kathleen Cuocolo, Magnus Ryde, and Mark Platshon joined the board alongside existing directors Bala Padmakumar and Soumen Das.

The board determined that Cuocolo, Ryde, and Platshon qualify as independent under Nasdaq and Exchange Act standards. Cuocolo and Platshon were also designated as audit committee financial experts. All three will serve on the audit and compensation committees, with Cuocolo chairing the audit committee and Ryde chairing the compensation committee.

On the same date, the company adopted an Amended and Restated Memorandum and Articles of Association, previously conditionally approved by shareholders, in connection with its IPO. This updated governing document is filed as an exhibit and incorporated by reference.

false --12-31 0002081300 0002081300 2026-01-30 2026-01-30 0002081300 spacs:UnitsEachConsistingOfOneClassOrdinaryShareOnehalfOfOneRedeemableWarrantandOneRightToReceiveOnefifthOfOneClassOrdinaryShareMember 2026-01-30 2026-01-30 0002081300 spacs:ClassOrdinarySharesParValue0.0001PerShareMember 2026-01-30 2026-01-30 0002081300 spacs:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareatExercisePriceOf11.50PerShareMember 2026-01-30 2026-01-30 0002081300 spacs:RightsEachRightEntitlingHolderToReceiveOnefifth15OfOneClassOrdinaryShareuponConsummationOfInitialBusinessCombinationMember 2026-01-30 2026-01-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): February 4, 2026 (January 30, 2026)

SPACSphere Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43093		00-0000000N/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: (501) 201-0130

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 Act:

Title of each class		Trading Symbol(s)		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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2026, upon the effectiveness of its registration statement on Form S-1 (File No. 333-290414) in connection with its initial public offering, Kathleen Cuocolo, Magnus Ryde, and Mark Platshon (collectively with Bala Padmakumar and Soumen Das, the “Directors,” and each a “Director”) became members of the board of directors. Our board of directors has determined that Kathleen Cuocolo, Magnus Ryde, and Mark Platshon are “independent directors” as defined in the Nasdaq listing standards and under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and has determined that Kathleen Cuocolo and Mark Platshon qualify as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. Kathleen Cuocolo, Magnus Ryde, and Mark Platshon will serve as members of the audit committee and compensation committee, with Kathleen Cuocolo serving as chair of the audit committee and Magnus Ryde serving as chair of the compensation committee.

None of the directors mentioned above are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions involving the Company required to be disclosed under Item 404(a) of Regulation S-K.

Item 5.03. Amendments to Articles of Incorporations or Bylaws.

On January 30, 2026, upon the effectiveness of its registration statement on Form S-1 (File No. 333-290414) in connection with its initial public offering, the Company adopted its Amended and Restated Memorandum and Articles of Association, which had been conditionally approved by special resolution of the shareholders on January 30, 2026, is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association of the Company.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

1

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.
	By:	/s/ Bala Padmakumar
		Name:	Bala Padmakumar
		Title:	Chief Executive Officer
Dated: February 4, 2026

2

FAQ

What governance changes did SPACSphere Acquisition Corp. (SSACU) disclose in this 8-K?

SPACSphere Acquisition Corp. reported that three new directors joined its board and committee structures became fully defined. It also adopted an Amended and Restated Memorandum and Articles of Association in connection with its initial public offering, updating the company’s core governing document.

Who are the new independent directors at SPACSphere Acquisition Corp. (SSACU)?

The company added Kathleen Cuocolo, Magnus Ryde, and Mark Platshon to its board. The board determined all three meet independence standards under Nasdaq rules and the Exchange Act, expanding independent oversight as SPACSphere moves forward following the effectiveness of its initial public offering registration.

Which directors are audit committee financial experts at SPACSphere Acquisition Corp. (SSACU)?

The board identified Kathleen Cuocolo and Mark Platshon as audit committee financial experts. This designation, defined under Item 407(d)(5) of Regulation S-K, indicates they possess specific financial sophistication to oversee financial reporting and audit processes within the audit committee.

What board committee roles were assigned in SPACSphere Acquisition Corp.’s 8-K?

SPACSphere stated that Cuocolo, Ryde, and Platshon will serve on both the audit and compensation committees. Cuocolo will chair the audit committee, while Ryde will chair the compensation committee, formalizing leadership for these key board committees after the company’s IPO registration became effective.

What is the significance of the Amended and Restated Memorandum and Articles of Association for SPACSphere Acquisition Corp.?

The Amended and Restated Memorandum and Articles of Association, adopted January 30, 2026, updates SPACSphere’s governing framework. It had been conditionally approved by shareholders and took effect with the IPO registration, aligning the company’s constitutional documents with its public company structure.

Did SPACSphere Acquisition Corp. disclose any related-party arrangements for the new directors?

The company disclosed that none of the newly named directors are party to arrangements or understandings under which they were appointed. It also stated they are not involved in transactions requiring disclosure under Item 404(a) of Regulation S-K, indicating no reported related-party deals.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 486.6 KB
• EX-3 GRAPHIC 72.1 KB
• EX-101 XBRL SCHEMA FILE 4.6 KB
• EX-101 XBRL DEFINITION FILE 27.5 KB
• EX-101 XBRL LABEL FILE 38.6 KB
• EX-101 XBRL PRESENTATION FILE 26.1 KB