Business Context and Reporting Period
Company: Spacsphere Acquisition Corp. (SPACSphere)
Filing Type: Form 10-Q (Quarterly Report)
Period Ended: June 30, 2026
Status: Emerging Growth Company, Smaller Reporting Company, Shell Company.
Business Overview: SPACSphere is a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, or similar business combination. The Company consummated its Initial Public Offering (IPO) on February 9, 2026, and has not yet commenced operations other than organizational activities and the search for a target. On May 29, 2026, the Company entered into a Business Combination Agreement with Mobilewalla Holdco, Inc.
Key Financial Metrics
| Metric | Value (as of/for period ended June 30, 2026) |
|---|---|
| Trust Account Balance | $174,896,125 (Includes ~$2.4M interest income) |
| Cash Equivalents (Outside Trust) | $229,394 |
| Total Assets | $175,437,966 |
| Net Income (6 Months) | $1,335,802 |
| Net Income (3 Months) | $687,454 |
| General & Administrative Expenses (6 Months) | $1,060,323 |
| Working Capital Deficit | ($556,535) |
| Deferred Underwriting Fee | $12,075,000 |
| Shares Outstanding (Class A Public) | 17,250,000 (Subject to redemption) |
| Shares Outstanding (Class B Founder) | 5,750,000 |
Material Changes vs. Prior Period
- Initial Public Offering: The Company completed its IPO on February 9, 2026, selling 17,250,000 units at $10.00 per unit, generating gross proceeds of $172,500,000. This represents a significant increase in assets compared to the prior period (Dec 31, 2025), where total assets were only $594,065.
- Trust Account Funding: $172,500,000 was deposited into the Trust Account upon IPO closing. As of June 30, 2026, the balance grew to $174,896,125 due to interest income of $2,396,125 earned over six months.
- Profitability Shift: The Company moved from a net loss of $28,197 for the period from inception (June 18, 2025) to June 30, 2025, to a net income of $1,335,802 for the six months ended June 30, 2026, driven primarily by interest income on the Trust Account.
- Liabilities: Total liabilities increased from $679,243 to $13,173,376, primarily due to the recognition of the $12,075,000 deferred underwriting fee payable upon the consummation of a business combination.
Outlook, Risks, and Management Commentary
- Business Combination: The Company has signed an agreement to merge with Mobilewalla Holdco, Inc. The transaction is subject to shareholder approval and other conditions. The Company intends to domesticate as a Delaware corporation upon consummation.
- Liquidity and Going Concern: Management has identified substantial doubt about the Company's ability to continue as a going concern for one year from the issuance date due to a working capital deficit of $556,535 and limited cash outside the Trust Account ($229,394). The Company relies on the completion of a Business Combination or additional financing from the Sponsor to meet obligations.
- Extension Period: The Company has 15 months from the IPO closing (until May 9, 2027) to consummate a Business Combination. Failure to do so will result in mandatory liquidation and redemption of public shares.
- Risks: Risks include the inability to complete a Business Combination, market volatility due to geopolitical conflicts (Russia-Ukraine, Israel-US/Iran), and the potential for the Sponsor to be liable for claims against the Trust Account if third-party waivers are unenforceable.
- Warrants and Rights: Public Warrants are exercisable at $11.50 per share. Public Share Rights entitle holders to 1/5 of a share upon business combination. Both instruments may expire worthless if no combination occurs.
Investor Verification Checklist
- Business Combination Status: Verify the current status of the merger agreement with Mobilewalla Holdco, Inc., including any conditions precedent that must be met for closing.
- Redemption Rights: Confirm the redemption price per share (currently approx. $10.14) and the potential for public shareholders to redeem shares prior to the merger vote.
- Liquidity Position: Assess the sufficiency of the $229,394 cash balance outside the Trust Account to fund operations until the merger or liquidation date, and the likelihood of Sponsor loans.
- Deferred Fees: Note the $12,075,000 deferred underwriting fee payable only upon successful consummation of the Business Combination.
- Going Concern: Review the "Going Concern" disclosure in Note 1 to understand the risks associated with the mandatory liquidation deadline of May 9, 2027.