Business Context and Reporting Period
Company: Spacsphere Acquisition Corp. (SPACSphere)
Filing Type: Form 10-Q (Quarterly Report)
Period Ended: March 31, 2026
Status: Cayman Islands exempted company formed for the purpose of effecting a Business Combination. The Company consummated its Initial Public Offering (IPO) on February 9, 2026. As of the reporting date, the Company has not commenced operations and has not selected a specific target.
Key Financial Metrics
| Metric | Value (Q1 2026) |
|---|---|
| Net Income | $648,348 |
| Revenue | $0 (No operating revenue) |
| General & Administrative Expenses | $212,358 |
| Interest Income (Trust Account) | $860,706 |
| Cash Equivalents (Outside Trust) | $308,000 |
| Trust Account Balance | $173,360,706 |
| Total Assets | $174,032,851 |
| Total Liabilities | $12,455,715 |
| Working Capital | $291,430 |
| Deferred Underwriting Fee | $12,075,000 |
| Net Income Per Share (Class A & B) | $0.04 |
Material Changes vs. Prior Period
- Initial Public Offering: The Company consummated its IPO on February 9, 2026, selling 17,250,000 Units (including full exercise of the over-allotment option) at $10.00 per unit, generating gross proceeds of $172,500,000.
- Trust Account: Increased from $0 at December 31, 2025, to $173,360,706 as of March 31, 2026, reflecting the deposit of IPO proceeds and accrued interest.
- Liabilities: Total liabilities increased from $679,243 to $12,455,715, primarily due to the recognition of a $12,075,000 deferred underwriting fee payable upon completion of a Business Combination.
- Shareholders' Deficit: The Company moved from a deficit of $(85,178) to $(11,783,570), driven by the accretion of Class A Ordinary Shares to their redemption value.
- Private Placement: Simultaneously with the IPO, the Company sold Private Placement Units and Restricted Shares for gross proceeds of $2,794,650.
Outlook, Risks, and Management Commentary
- Going Concern: Management has determined that the Company lacks the liquidity to sustain operations for a reasonable period of time (one year) without completing a Business Combination. This raises substantial doubt about the Company's ability to continue as a going concern.
- Business Combination Timeline: The Company must complete a Business Combination within 15 months of the IPO closing (by approximately May 2027) or during any Extension Period, or it will liquidate.
- Redemption Rights: Public shareholders may redeem their shares for a pro rata portion of the Trust Account (initially $10.00 per share plus interest) upon the consummation of a Business Combination.
- Warrant Terms: Warrants are exercisable at $11.50 per share. The Company may redeem warrants if the share price exceeds $18.00 for 20 trading days within a 30-day period.
- Risk Factors: Risks include geopolitical instability (Russia-Ukraine, Israel-US/Iran conflicts), market volatility, and the failure to identify a suitable target for a Business Combination.
- Related Party Transactions: The Sponsor has agreed to pay $10,000 per month for administrative services. The Sponsor also holds 5,750,000 Class B Founder Shares.
Key Facts for Investor Verification
- Trust Account Yield: Verify the interest rate earned on the $173.36 million held in the Trust Account to assess the potential redemption value per share.
- Deferred Underwriting Fee: Confirm the $12.075 million deferred fee obligation and the conditions under which it is payable (only upon successful Business Combination).
- Liquidity Runway: Assess the $308,000 in cash equivalents outside the Trust Account against the $10,000 monthly administrative fee and other operating costs to determine the need for additional Working Capital Loans.
- Over-Allotment Exercise: Confirm that the underwriters fully exercised the over-allotment option, securing the 2,250,000 additional units and removing the forfeiture risk on 750,000 Founder Shares.
- Redemption Value Accretion: Review the $20.06 million accretion charge to redemption value, which significantly impacted the accumulated deficit.