SPACSphere Acquisition Corp.

For the period ended Dec 31, 2025. Filed Mar 27, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 27, 2026

SSAC$10.18+0.2%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-43093

SPACSphere Acquisition Corp.

(Exact name of Registrant as specified in its Charter)

Cayman Islands	N/A00-0000000
(State or other jurisdiction of incorporation or organization) · (I.R.S. Employer Identification No.)
8795 Folsom Blvd Sacramento, California	95826
(Address of principal executive offices)	(Zip Code)

(501) 201-0130

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, one-half of one redeemable warrant, and one right to receive one-fifth of one Class A ordinary share	SSACU	The NASDAQ Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	SSAC	The NASDAQ Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	SSACW	The NASDAQ Stock Market LLC
Rights, each right entitling the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination	SSACR	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the ordinary shares of the registrant had not been trading on Nasdaq because the Company did not complete its initial public offering until February 2026, and therefore it cannot calculate the aggregate market value of its ordinary shares held by non-affiliates as of such date.

As of March 27, 2026,18,200,849 ordinary shares, par value $0.0001 per share, of the registrant were issued and outstanding.

Table of Contents

Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	12
Item 1C.	Cybersecurity	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	12
PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Reserved	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 8.	Financial Statements and Supplementary Data	17
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	18
Item 9A.	Controls and Procedures	18
Item 9B.	Other Information	18
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	18
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	19
Item 11.	Executive Compensation	28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	29
Item 13.	Certain Relationships and Related Transactions, and Director Independence	31
Item 14.	Principal Accounting Fees and Services	33
PART IV
Item 15.	Exhibits, Financial Statement Schedules	35

CERTAIN TERMS

Unless otherwise provided in this Annual Report on Form 10-K, references to:

●	“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association;

●	“Class A ordinary shares” are to our Class A ordinary shares of par value $0.0001 per share;

●	“Class B ordinary shares” are to our Class B ordinary shares of par value $0.0001 per share;

●	“Company,” “our Company,” “we,” or “us” are to SPACSphere Acquisition Corp., a Cayman Islands exempted company;

●	“Companies Act” are to the Companies Act (as revised) of the Cayman Islands as the same may be amended from time to time;

●

“direct institutional investors” are to the institutional investors (none of which is affiliated with any member of our management, any other member of our sponsor, or any other investor), who directly purchased an aggregate of (i) 50,000 of the 279,465 private placement units purchased by the sponsor and direct institutional investors, and (ii) 137,500 of the 768,529 restricted Class A ordinary shares purchased by the sponsor and direct institutional investors, at a price of $10.00 per interest for each private placement security, in the private placement that closed simultaneously with the closing of the Offering. In connection with the each direct institutional investor’s purchasing of the private placement securities allocated to it in connection with the closing of the Offering, the sponsor will sold, assigned and transferred an aggregate 500,000 founder shares at a nominal purchase price;

●

“Extension Period” refers to the up to two additional three-month periods for which our shareholders may vote by special resolution to amend our amended and restated memorandum and articles of association to extend the period of time that we have to consummate the initial business combination if we anticipate that we may not be able to consummate our initial business combination within 15 months from the closing of the Offering;

●

“founder shares” are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to the Offering, transferred to our direct institutional investors in connection with their investment, and, unless the context otherwise requires, our Class A ordinary shares issued upon the conversion thereof as provided herein;

●

“individual non-managing sponsor members” means certain individual investors who are members of the sponsor (none of which is affiliated with any member of our management, any other member of our sponsor, or any other investor), who indirectly purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 32,000 of the 279,465 private placement units purchased by the sponsor and direct institutional investors, at a price of $10.00 per interest for each private placement security, in the private placement that closed simultaneously with the closing of the Offering;

●	“initial public offering,” “IPO,” or “Offering” is to our initial public offering, which was consummated on February 9, 2025.

●	“initial shareholders” are to the holders of our founder shares prior to the Offering;

●

“institutional non-managing sponsor members” means certain institutional investors who are members of the sponsor (none of which is affiliated with any member of our management, any other member of our sponsor, or any other investor), who indirectly purchased, through the purchase of non-managing sponsor membership interests, an aggregate of (i) 110,000 of the 279,465 private placement units purchased by the sponsor and direct institutional investors, and (ii) 302,500 of the 768,529 restricted Class A ordinary shares purchased by the sponsor and direct institutional investors, at a price of $10.00 per interest for each private placement security, in the private placement that closed simultaneously with the closing of the Offering;

●	“management” or our “management team” are to our officers and directors;

●

“non-managing sponsor members” are to the individual non-managing sponsor members and the institutional non-managing sponsor members. Subject to each non-managing sponsor member purchase, through the sponsor, the private placement securities allocated to it in connection with the closing of the Offering, the sponsor issued Class A membership units at a nominal purchase price to the non-managing sponsor members reflecting interests in an aggregate of 1,500,000 founder shares. The direct and indirect purchase of private placement securities and founder shares by non-managing sponsor members was not conditioned upon their purchase of any units in the public offering;

●

“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

●	“Permitted Withdrawal” means interest earned on the trust account (and not the principal held in the trust account) that has been or may be withdrawn to pay any taxes payable by the Company;

●	“preference shares” are to our preference shares of par value $0.0001 per share in the share capital of the Company;

●	“private placement” refers to the purchase by our sponsor and direct institutional investors of an aggregate of (a) 279,465 private placement units and (b) 768,529 restricted Class A ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $2,794,650;

●	“private placement rights” are to the share rights included in the private placement;

●

“private placement securities” are to the private placement units and the restricted Class A ordinary shares, collectively, of which those private placement securities received indirectly by the non-managing sponsor members or directly by the direct institutional investors, each consisting of (a) one (1) private placement unit and/or (b) two and three-fourths (2.75) restricted Class A ordinary shares, for each $10.00 invested in the private placement;

●	“private placement shares” are to the Class A ordinary shares included in the private placement units;

●

“private placement units” are to the 279,465 private placement units issued (whether or not the over-allotment option is exercised by the underwriters), each unit consisting of one Class A ordinary share, one-half of one redeemable warrant, and one share right, purchased in a private placement simultaneously with the closing of the Offering;

●	“private placement warrants” are to the warrants included in the private placement units;

●

“public shareholders” are to the holders of our public shares, including our initial shareholders, management team, advisors, direct institutional investors and any non-managing sponsor members to the extent our initial shareholders, members of our management team, direct institutional investors, non-managing sponsor members and/or advisors purchase public shares, provided that each initial shareholder’s, member of our management team’s, advisor’s, direct institutional investor’s and any non-managing sponsor members’ status as a “public shareholder” will only exist with respect to such public share;

iii

●	“public shares” are to our Class A ordinary shares offered as part of the units in the Offering (whether they were subscribed for in the Offering or thereafter in the open market);

●	“public warrants” are to the warrants sold as part of the units in the Offering (whether they were subscribed for in the Offering or thereafter in the open market);

●

“restricted Class A ordinary shares” are to 768,529 Class A ordinary shares, par value $0.0001 per share, which shares are subject to (i) certain restrictions which only lapse upon the consummation of the initial business combination and (ii) surrender for nil consideration if an initial business combination is not consummated in accordance with the amended and restated memorandum and articles of association;

●	“share rights” are to the rights to receive one-fifth (1/5) of a Class A ordinary share upon the consummation of an initial business combination which were sold as part of the units in the Offering and private placement;

●

“sponsor” is to SPACSphere Sponsor LLC, a Delaware limited liability company formed for the purpose of acting as the sponsor in connection with the Offering, and the sponsor conducts no other business; the sponsor is controlled by Bala Padmakumar and SPACCatalyst LLC, a Nevada limited liability company, the managing members; and

●	“warrants” are to the warrants sold as part of the units in the Offering and the private placement (whether they were purchased in the Offering or thereafter in the open market), each unit containing one-half of one redeemable warrant.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Annual Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. Actual results and shareholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under “Item 1A. Risk Factors.” Many of the risks and factors that will determine these results and shareholders’ value are beyond the Company’s ability to control or predict. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

All such forward-looking statements speak only as of the date of this Annual Report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this Special Note Regarding Forward-Looking Statements.

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