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SPACCatalyst LLC (SSAC) discloses 5.25M Class B founder stake

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

Rhea-AI Filing Summary

SPACCatalyst LLC filed an initial ownership report for SPACSphere Acquisition Corp., disclosing indirect control over 5,250,000 Class B ordinary shares, known as Founder Shares. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis in connection with the company’s initial business combination and have no expiration date.

The Founder Shares are held by SPACSphere Sponsor LLC, where SPACCatalyst LLC and its managing members exercise voting and investment discretion, while disclaiming beneficial ownership beyond any pecuniary interest.

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Insider SPACCatalyst 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.
Founder Shares held 5,250,000 Class B ordinary shares Total shares following transaction, indirect through Sponsor
Underlying Class A shares 5,250,000 Class A ordinary shares One-for-one conversion from Class B Founder Shares
Exercise/Conversion price $0.0000 per share Conversion price for Class B into Class A ordinary shares
Initial Founder Shares at effectiveness 5,750,000 shares Founder Shares initially held by SPACSphere Sponsor LLC
Founder Shares transferred 500,00 shares Aggregate Founder Shares sold, assigned and transferred to institutional investors
Class B ordinary shares financial
"the Class B ordinary shares ("Founder Shares") will automatically convert"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Founder Shares financial
"These shares represent the Founder Shares held by SPACSphere Sponsor LLC"
Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.
initial business combination financial
"will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
pecuniary interest financial
"disclaim beneficial ownership of any shares other than to the extent they may have a pecuniary interest therein"
registration statement on Form S-1 regulatory
"As described in the registration statement on Form S-1 (File No. 333-290414)"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
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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*
SPACCatalyst 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/ Soumen Das Authorized Signatory of SPACCatalyst LLC04/09/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What does SPACCatalyst LLC report in its Form 3 for SSAC?

SPACCatalyst LLC reports indirect control over 5,250,000 Founder Shares. These are Class B ordinary shares of SPACSphere Acquisition Corp. that will convert into Class A ordinary shares on a one-for-one basis in connection with the initial business combination.

What are the Class B Founder Shares disclosed for SPACSphere (SSAC)?

The filing shows 5,250,000 Class B Founder Shares held via the Sponsor. These Class B ordinary shares automatically convert into Class A ordinary shares at the time of the initial business combination or earlier at the holder’s option, with no expiration date.

How are SPACCatalyst LLC’s SSAC shares held according to the Form 3?

The shares are held through SPACSphere Sponsor LLC. The Sponsor holds the Founder Shares, while SPACCatalyst LLC and its managing members have voting and investment discretion and disclaim beneficial ownership except to the extent of any pecuniary interest.

What conversion terms apply to SSAC Founder Shares reported by SPACCatalyst LLC?

The Class B Founder Shares convert into Class A on a one-for-one basis. Conversion occurs automatically at the initial business combination or earlier at the holder’s option, subject to certain adjustments, and the Class B shares have no expiration date.

How many Founder Shares did the SPACSphere Sponsor initially hold for SSAC?

The Sponsor initially held 5,750,000 Founder Shares at effectiveness. After a private placement that closed with the IPO, the Sponsor sold, assigned and transferred an aggregate of 500,00 Founder Shares to direct institutional investors, leaving 5,250,000 Founder Shares reported here.