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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 24, 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 8.01. Other Events.
On February 24, 2026, SPACSphere
Acquisition Corp. (the “Company”) issued a press release, a copy of which is filed as Exhibit 99.1 to this Current Report
on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class
A ordinary shares, warrants, and rights included in the Units commencing on February 27, 2026. Those Units that are not separated will
continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “SSACU” and the Class A ordinary shares,
warrants, and rights that are separated will trade on Nasdaq under the symbols “SSAC,” “SSACW,” and “SSACR,”
respectively. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each holder of Units
will need to have its broker contact Odyssey Transfer and Trust Company, the Company’s transfer agent, in order to separate the
holder’s Units into Class A ordinary shares, warrants, and rights.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated February 24, 2026 |
| 104 |
|
Cover
Page Interactive File (the cover page tags are 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. |
| |
|
|
| |
By: |
/s/ Bala Padmakumar |
| |
|
Name: |
Bala Padmakumar |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| Dated: February 24, 2026 |
|
|
Exhibit
99.1
SPACSphere
Acquisition Corp. Announces the Separate Trading of Its Class A
Ordinary
Shares, Warrants, and Rights, Commencing on or About February 27, 2026
GRAND
CAYMAN, Cayman Islands, Feb. 24, 2026 (GLOBE NEWSWIRE) – SPACSphere Acquisition Corp. (the “Company”) announced today
that, commencing on or about Friday, February 27, 2026, holders of the units sold in the Company’s initial public offering may
elect to separately trade the Class A ordinary shares, warrants, and rights included in the units.
The
Class A ordinary shares, warrants, and rights that are separated are expected to trade on the Nasdaq Global Market (“Nasdaq”)
under the symbols “SSAC,” “SSACW,” and “SSACR”, respectively. Any units not separated will continue
to trade on Nasdaq under the symbol “SSACU.” No fractional warrants will be issued upon separation of the units, and only
whole warrants will trade. Each holder of units will need to have its broker contact Odyssey Transfer and Trust Company, the Company’s
transfer agent, in order to separate the units into Class A ordinary shares, warrants, and rights.
A
registration statement relating to these securities was filed with the Securities and Exchange Commission (the “SEC”) and
became effective on January 30, 2026. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.
The offering was made only by means of a prospectus, copies of which may be obtained by contacting D. Boral Capital LLC, 590 Madison
Avenue, 39th Floor, New York, NY 10022, or by emailing dbccapitalmarkets@dboralcapital.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these 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 any such state or jurisdiction.
About
SPACSphere Acquisition Corp.
The
Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an acquisition opportunity
in any business, industry, sector or geographical location, the Company intends to identify and acquire a business where the Company
believes its management teams’ and affiliates’ have core competencies and experiences, such as digital assets, technology,
and healthcare industries.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the unit separation,
the trading of the Company’s securities on Nasdaq and the Company’s search for an initial business combination. No assurance
can be given that the Company will ultimately complete an initial business combination. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section
of the final prospectus for the Company’s initial public offering and other documents filed by the Company with the SEC. Copies
of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Contact:
SPACSphere
Acquisition Corp.
Soumen
Das
Chief
Financial Officer
8795
Folsom Blvd
Sacramento,
California 95826
(510)
201-0130
