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SPACSphere Acquisition Corp. director Kathleen C. Cuocolo filed an initial Form 3 beneficial ownership report in connection with the company’s securities. The filing states that no securities of SPACSphere Acquisition Corp. are beneficially owned.
SPACSphere Acquisition Corp. director, CEO and chairman Bala Padmakumar filed an initial ownership statement showing indirect beneficial ownership of 5,250,000 Class B ordinary "Founder Shares" through SPACSphere Sponsor LLC. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis upon, or prior to, the initial business combination.
The Sponsor initially held 5,750,000 Founder Shares and sold or transferred 500,00 Founder Shares to direct institutional investors in a private placement that closed with the IPO. Padmakumar and SPACCatalyst LLC are the sole managing members of the Sponsor and hold voting and investment discretion, while SPACCatalyst LLC and the individual managers disclaim beneficial ownership except to the extent of any pecuniary interest.
SPACSphere Acquisition Corp. is offering 15,000,000 units at $10.00 per unit in an initial public offering to raise $150,000,000 (or $172,500,000 if the 2,250,000-unit over-allotment is exercised). Each unit contains one Class A ordinary share, one-half warrant, and one Share Right (one-fifth of a share upon a business combination). Proceeds (including the over-allotment if exercised) will be deposited into a U.S. trust account.
The sponsor paid $25,000 for 5,750,000 founder (Class B) shares (~$0.004 per share). Public shareholders may redeem shares in connection with an initial business combination. The SPAC must complete a business combination within 15 months, subject to up to two three-month extensions by shareholder vote. The prospectus discloses immediate pro forma dilution to public investors of approximately 98.90% and detailed private placement and anti-dilution provisions that may materially increase dilution.
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.