Business Context and Reporting Period
SPACSphere Acquisition Corp. (SPACSphere) filed this Form 8-K on February 9, 2026, to report the consummation of its Initial Public Offering (IPO) on the same date. The company, incorporated in the Cayman Islands, is an emerging growth company. The IPO was priced on February 5, 2026, and closed on February 9, 2026.
Key Financial Metrics
- Gross Proceeds: $172,500,000 from the sale of 17,250,000 Units at $10.00 per Unit (including 2,250,000 Units from the full exercise of the underwriters' over-allotment option).
- Private Placement Proceeds: $2,794,650 from the sale of 279,465 Private Placement Units and 768,529 Restricted Class A Ordinary Shares.
- Trust Account Funding: $172,500,000 of the gross proceeds were deposited into a U.S.-based trust account maintained by Odyssey Transfer and Trust Company.
- Warrant Exercise Price: $11.50 per share.
- Revenue/Profit/Cash Flow: The filing does not provide historical revenue, profit, or operating cash flow data as this is a pre-business combination SPAC.
Material Changes
This filing represents the company's initial capitalization event. There is no prior comparable period for financial performance as the company was formed solely for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination. The material change is the transition from a private entity to a publicly traded company with $172.5 million in trust assets.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The company must complete an initial business combination within 15 months from the closing of the IPO (approximately May 2027) or during any applicable extension period.
- Liquidity and Redemption: Funds in the trust account are generally not released until the completion of a business combination, a shareholder vote to amend the charter, or a liquidation if the deadline is missed. Interest earned may be used to pay taxes.
- Private Placement Restrictions: Private Placement Units and Restricted Shares are subject to transfer restrictions until 30 days following the consummation of the initial business combination.
- Underwriter: D. Boral Capital LLC acted as the representative of the underwriters.
Investor Verification Checklist
- Verify the final prospectus (filed February 6, 2026) for detailed terms of the Underwriting, Warrant, and Rights Agreements.
- Confirm the specific identity of the "direct institutional investors" mentioned in the private placement agreements (Exhibits 10.5 and 10.6).
- Monitor the 15-month timeline for the initial business combination and any potential extension mechanisms.
- Review the Administrative Services Agreement (Exhibit 10.8) to understand ongoing fees payable to the Sponsor.