S-K 1604, De-SPAC Transaction
Aug. 12, 2026
The board of directors of SPACSphere Acquisition Corp., a Cayman Islands exempted company (which will be ”) of the Business Combination) (“”), has unanimously approved the transactions (collectively, the “”) contemplated by that certain Business Combination Agreement, dated as of May 29, 2026 (as the same has been or may be amended, supplemented or otherwise modified from time to time, the “”), by and among SSAC, SPACSphere Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of SSAC (“”), and Mobilewalla Holdco, Inc., a Delaware corporation (“”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as . As described in this proxy statement/prospectus, SSAC’s shareholders are being asked to consider and vote upon each of the Domestication (as defined below) and the Business Combination, among other items. At Closing, SSAC will change its name from “SPACSphere Acquisition Corp.” to “Covariate, Inc.” and the post-combination company will herein be referred to as the “.”
de-registered
in the Cayman Islands and transfer by way of continuation to Delaware and domesticate as a Delaware corporation prior to the closing (the “Closing
SSAC
Business Combination
Business Combination Agreement
Merger Sub
Mobilewalla
Annex A
Combined Company
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Shareholder Meeting, including the Business Combination Proposal, you should read this entire document carefully and in its entirety, including the Annexes and accompanying financial statements of SSAC and Mobilewalla. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Business Combination Agreement is attached hereto as Annex A and is also described in detail in this proxy statement/prospectus in the section titled “Proposal No.
1-The
Business Combination Proposal-The
Business Combination Agreement.” This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Summary of the Business Combination Agreement
Upon the terms and subject to the conditions of the Business Combination Agreement, in accordance with the DGCL, the DLLCA, and other applicable laws, following the Domestication, Merger Sub will merge with and into Mobilewalla (the “”), with Mobilewalla being the surviving company in the merger (Mobilewalla, in its capacity as the surviving company of the Merger, the “”), and continuing as a direct, wholly-owned subsidiary of SSAC. At Closing, SSAC will change its name from “” to “” and the post-combination company will herein be referred to as the “.”
Merger
Surviving Company
SPACSphere Acquisition Corp.
Covariate, Inc.
Combined Company
Consideration Received under the Business Combination Agreement
Immediately prior to the Effective Time, the Mobilewalla Security Conversion and the Mobilewalla Warrant Event shall have been consummated.
In accordance with the terms and subject to the conditions of the Business Combination Agreement, each share of common stock of Mobilewalla, par value $0.0001 per share (“”), issued and outstanding immediately prior to the Effective Time (but excluding Mobilewalla Cancelled Shares and Mobilewalla Dissenting Shares) will be converted into the right to receive a number of shares of Combined Company Common Stock (rounded up to the nearest whole share) equal to the quotient obtained by dividing 25,000,000 by the Mobilewalla Fully Diluted Capital Stock (as defined below) (the “”). “” means the sum of (i) the aggregate number of shares of Mobilewalla Common Stock issued and outstanding immediately prior to the Effective Time (following the conversion or exercise of the outstanding convertible notes, preferred stock, and warrants of Mobilewalla in accordance with the Business Combination Agreement, but excluding shares of Mobilewalla Common Stock held by Mobilewalla as treasury stock),(ii) the aggregate number of shares of Mobilewalla Common Stock issuable upon exercise of all vested and unvested options to purchase Mobilewalla Common Stock (the “”) as of immediately prior to the Effective Time.
Mobilewalla Common Stock
Exchange Ratio
Mobilewalla Fully Diluted Capital Stock
plus
Mobilewalla Options
In accordance with the terms and subject to the conditions of the Business Combination Agreement, each outstanding and unexercised Mobilewalla Option will automatically convert into an option to purchase a number of shares of Combined Company Common Stock equal to the number of shares of Mobilewalla Common Stock subject to such Mobilewalla Option immediately prior to the Effective Time multiplied by the Exchange Ratio at an exercise price per share equal to the exercise price per share of such Mobilewalla Option immediately prior to the Effective Time divided by the Exchange Ratio, subject to certain adjustments (the “”). Except as provided in the Business Combination Agreement, the terms and conditions (including vesting and exercisability terms, as applicable) as were applicable to each former Mobilewalla Option immediately prior to the Effective Time will be applicable to the corresponding Exchanged Option.
Exchanged Option
Pursuant to the Business Combination Agreement, and subject to the approval of the SSAC Shareholders, SSAC will adopt a customary incentive equity plan that will provide that the Combined Company Common Stock reserved for issuance thereunder will be the aggregate of: (i) the number of shares equal to 20% of the fully-diluted Combined Company Common Stock outstanding immediately after the Closing, with customary evergreen provisions allowing for automatic annual increases not to exceed 5% annually; and (ii) the number of shares of Combined Company Common Stock reserved with respect to Exchanged Options under the existing Mobilewalla Equity Incentive Plan.
It is a condition of the consummation of the Business Combination that SSAC receive confirmation from Nasdaq that the Combined Company Common Stock and Combined Company Warrants to be issued in connection with the Business Combination have been conditionally approved for listing on Nasdaq, but there can
be no assurance such listing condition will be met or that SSAC will obtain such approval from Nasdaq. It is important for you to know that, at the time of the Shareholder Meeting, SSAC may not have received from Nasdaq confirmation of the listing of the Combined Company Common Stock and Combined Company Warrants or that approval will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received, and the Business Combination could still be consummated if such condition is waived and therefore that the Combined Company Common Stock and Combined Company Warrants would not be listed on Nasdaq or any other nationally recognized securities exchange.
For additional information regarding the consideration payable under the Business Combination Agreement, see the section in this proxy statement/prospectus entitled “-
Proposal No. 1
The Business Combination
Proposal-The
Business Combination Agreement-Consideration to be Received in the Business Combination.”Organizational Structure
The diagram below depicts a simplified version of our organizational structure immediately before and immediately following the completion of the Domestication, the Merger and the Business Combination. Refer to the section titled “” for more information regarding outstanding equity securities of Mobilewalla and their treatment in the Business Combination.
Equity Ownership Upon Closing
SSAC before the Business Combination
Simplified Organizational Structure after giving effect to the Domestication, Merger and Business Combination
The parties agreed to structure the Business Combination in this manner for tax and other business purposes, and we do not believe that our organizational structure will give rise to any significant business or strategic benefit or detriment. See the section titled “” for additional information on our organizational structure.
Risk Factors-Risks Related to SSAC, the Business Combination and the Company
Summary of the Business Combination Agreement
Upon the terms and subject to the conditions of the Business Combination Agreement, in accordance with the DGCL, the DLLCA, and other applicable laws, following the Domestication, Merger Sub will merge with and into Mobilewalla (the “”), with Mobilewalla being the surviving company in the merger (Mobilewalla, in its capacity as the surviving company of the Merger, the “”), and continuing as a direct, wholly-owned subsidiary of SSAC. At Closing, SSAC will change its name from “” to “” and the post-combination company will herein be referred to as the “.”
Merger
Surviving Company
SPACSphere Acquisition Corp.
Covariate, Inc.
Combined Company
Consideration Received under the Business Combination Agreement
Immediately prior to the Effective Time, the Mobilewalla Security Conversion and the Mobilewalla Warrant Event shall have been consummated.
In accordance with the terms and subject to the conditions of the Business Combination Agreement, each share of common stock of Mobilewalla, par value $0.0001 per share (“”), issued and outstanding immediately prior to the Effective Time (but excluding Mobilewalla Cancelled Shares and Mobilewalla Dissenting Shares) will be converted into the right to receive a number of shares of Combined Company Common Stock (rounded up to the nearest whole share) equal to the quotient obtained by dividing 25,000,000 by the Mobilewalla Fully Diluted Capital Stock (as defined below) (the “”). “” means the sum of (i) the aggregate number of shares of Mobilewalla Common Stock issued and outstanding immediately prior to the Effective Time (following the conversion or exercise of the outstanding convertible notes, preferred stock, and warrants of Mobilewalla in accordance with the Business Combination Agreement, but excluding shares of Mobilewalla Common Stock held by Mobilewalla as treasury stock),(ii) the aggregate number of shares of Mobilewalla Common Stock issuable upon exercise of all vested and unvested options to purchase Mobilewalla Common Stock (the “”) as of immediately prior to the Effective Time.
Mobilewalla Common Stock
Exchange Ratio
Mobilewalla Fully Diluted Capital Stock
plus
Mobilewalla Options
In accordance with the terms and subject to the conditions of the Business Combination Agreement, each outstanding and unexercised Mobilewalla Option will automatically convert into an option to purchase a number of shares of Combined Company Common Stock equal to the number of shares of Mobilewalla Common Stock subject to such Mobilewalla Option immediately prior to the Effective Time multiplied by the Exchange Ratio at an exercise price per share equal to the exercise price per share of such Mobilewalla Option immediately prior to the Effective Time divided by the Exchange Ratio, subject to certain adjustments (the “”). Except as provided in the Business Combination Agreement, the terms and conditions (including vesting and exercisability terms, as applicable) as were applicable to each former Mobilewalla Option immediately prior to the Effective Time will be applicable to the corresponding Exchanged Option.
Exchanged Option
Pursuant to the Business Combination Agreement, and subject to the approval of the SSAC Shareholders, SSAC will adopt a customary incentive equity plan that will provide that the Combined Company Common Stock reserved for issuance thereunder will be the aggregate of: (i) the number of shares equal to 20% of the fully-diluted Combined Company Common Stock outstanding immediately after the Closing, with customary evergreen provisions allowing for automatic annual increases not to exceed 5% annually; and (ii) the number of shares of Combined Company Common Stock reserved with respect to Exchanged Options under the existing Mobilewalla Equity Incentive Plan.
It is a condition of the consummation of the Business Combination that SSAC receive confirmation from Nasdaq that the Combined Company Common Stock and Combined Company Warrants to be issued in connection with the Business Combination have been conditionally approved for listing on Nasdaq, but there can
be no assurance such listing condition will be met or that SSAC will obtain such approval from Nasdaq. It is important for you to know that, at the time of the Shareholder Meeting, SSAC may not have received from Nasdaq confirmation of the listing of the Combined Company Common Stock and Combined Company Warrants or that approval will be obtained prior to the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received, and the Business Combination could still be consummated if such condition is waived and therefore that the Combined Company Common Stock and Combined Company Warrants would not be listed on Nasdaq or any other nationally recognized securities exchange.
For additional information regarding the consideration payable under the Business Combination Agreement, see the section in this proxy statement/prospectus entitled “-
Proposal No. 1
The Business Combination
Proposal-The
Business Combination Agreement-Consideration to be Received in the Business Combination.”Organizational Structure
The diagram below depicts a simplified version of our organizational structure immediately before and immediately following the completion of the Domestication, the Merger and the Business Combination. Refer to the section titled “” for more information regarding outstanding equity securities of Mobilewalla and their treatment in the Business Combination.
Equity Ownership Upon Closing
SSAC before the Business Combination
Simplified Organizational Structure after giving effect to the Domestication, Merger and Business Combination
The parties agreed to structure the Business Combination in this manner for tax and other business purposes, and we do not believe that our organizational structure will give rise to any significant business or strategic benefit or detriment. See the section titled “” for additional information on our organizational structure.
Risk Factors-Risks Related to SSAC, the Business Combination and the Company
The SSAC Board’s Reasons for the Approval of the Business Combination
The SSAC Board, in evaluating the Business Combination, consulted with SSAC’s management and technological, financial and legal advisors. In reaching its unanimous decision that the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement are advisable and in the best interests of SSAC and its shareholders, and to recommend that the SSAC Shareholders adopt the Business Combination Agreement and approve the Business Combination, the SSAC Board considered a range of factors,
including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the proposed combination, the SSAC Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The SSAC Board contemplated its decision in the context of all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the SSAC Board’s reasons for approving the combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “.”
Cautionary Note Regarding Forward-Looking Statements
The Domestication Proposal
SSAC is asking the holders of the Class B Ordinary Shares to approve by special resolution the Domestication Proposal. The consummation of the Domestication is a condition to Closing pursuant to the terms of the Business Combination Agreement. The Domestication Proposal, if approved, will authorize that SSAC be transferred by way of continuation to Delaware pursuant to article 49 of the Existing Governing Documents, Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being
de-registered
in the Cayman Islands, SSAC be continued and domesticated as a corporation under the laws of the State of Delaware. Accordingly, while SSAC is currently incorporated as an exempted company under the Cayman Islands Companies Act, upon the Domestication, SSAC will be governed by the DGCL. For more information about the Domestication Proposal, we encourage shareholders to carefully consider the information set forth below under “.”
Proposal No.
2-The
Domestication ProposalIn particular, when you consider the recommendation regarding these proposals by the board of directors of SSAC, you should keep in mind that the Sponsor and SSAC’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a shareholder. For instance, the Sponsor, SSAC’s officers and directors and/or their affiliates will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating SSAC. See “
Proposal
No. 1-The
Business Combination Proposal-Interests of Certain Persons in the Business Combination” and “
Proposal No.
1-The
Business Combination Proposal-Conflicts of Interest and Waiver of Corporate Opportunity Doctrine” for a further discussion of these considerations.
Redemption Rights
Holders of Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any holder of
Class A Ordinary Shares may demand that SSAC redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was approximately $10.14 per share as of March 31, 2026), calculated as of two business days prior to the consummation of the Business Combination. If a holder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination is consummated, SSAC will redeem these shares prior to the Domestication for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Business Combination. Additional terms and conditions apply. See the section titled “” of this proxy statement/prospectus for additional information.
Shareholder Meeting-Redemption Rights
Appraisal Rights and Dissenting Shares
SSAC Shareholders do not have appraisal rights in connection with the Business Combination or the Domestication under the DGCL. SSAC Shareholders do not have dissenters’ rights in connection with the Business Combination or the Domestication under Cayman Islands law.
The following table presents the net tangible book value per share at various redemption levels assuming various sources of material probable dilution (but excluding the effects of the Business Combination itself):
No |
25% |
50% |
75% |
Maximum |
||||||||||||||||
Redemptions (1) |
Redemptions (2) |
Redemptions (3) |
Redemptions (4) |
Redemptions (5) |
||||||||||||||||
Net tangible book value at March 31, 2026 (6) |
$ |
(11,783,570 |
) |
$ |
(11,783,570 |
) |
$ |
(11,783,570 |
) |
$ |
(11,783,570 |
) |
$ |
(11,783,570 |
) | |||||
Increase in net tangible book value for funds released from trust (7) |
$ |
174,896,125 |
$ |
131,172,094 |
$ |
87,448,064 |
$ |
43,724,031 |
$ |
— |
||||||||||
Decrease in net tangible book value for transaction expenses |
$ |
(3,050,000 |
) |
$ |
(3,050,000 |
) |
$ |
(3,050,000 |
) |
$ |
(3,050,000 |
) |
$ |
(3,050,000 |
) | |||||
Increase in net tangible book value for reduced underwriting fee based on 7% of funds in trust |
$ |
— |
$ |
3,018,750 |
$ |
6,037,500 |
$ |
9,056,250 |
$ |
12,075,000 |
||||||||||
As adjusted net tangible book (deficit) value at March 31, 2026 |
$ |
160,062,555 |
$ |
119,357,274 |
$ |
78,651,994 |
$ |
37,946,711 |
$ |
(2,758,570 |
) | |||||||||
Issued and outstanding shares of Sponsor and affiliates (8) |
6,797,994 |
6,797,994 |
6,797,994 |
6,797,994 |
6,797,994 |
|||||||||||||||
Issued and outstanding shares of Public Shareholders (9) |
17,250,000 |
12,937,500 |
8,625,000 |
4,312,500 |
— |
|||||||||||||||
Issuance of Ordinary Shares for conversion of rights into Ordinary Shares (10) |
3,505,893 |
3,505,893 |
3,505,893 |
3,505,893 |
3,505,893 |
|||||||||||||||
As adjusted issued and outstanding shares as of March 31, 2026 |
27,553,887 |
23,241,387 |
18,928,887 |
14,616,387 |
10,303,887 |
|||||||||||||||
Initial offering price per share |
$ |
10 |
$ |
10 |
$ |
10 |
$ |
10 |
$ |
10 |
||||||||||
Net tangible book (deficit) value per share as adjusted |
$ |
5.81 |
$ |
5.14 |
$ |
4.16 |
$ |
2.60 |
$ |
(0.27 |
) | |||||||||
Dilution to Public Shareholders |
$ |
(4.19 |
) |
$ |
(4.86 |
) |
$ |
(5.84 |
) |
$ |
(7.40 |
) |
$ |
(10.27 |
) | |||||
Equalizing company value (10) |
240,479,940 |
197,354,940 |
154,229,940 |
111,104,940 |
67,979,940 |
|||||||||||||||
(1) |
Assumes no Public Shareholder exercises redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account. |
(2) |
Assumes that Public Shareholders holding 4,312,500 Public Shares exercise their redemption rights for an aggregate payment of approximately $43.72 million (based on the estimated per-share redemption price of approximately $10.14 per share) from the Trust Account. |
(3) |
Assumes that Public Shareholders holding 8,625,000 Public Shares exercise their redemption rights for an aggregate payment of approximately $87.45 million (based on the estimated per-share redemption price of approximately $10.14 per share) from the Trust Account. |
(4) |
Assumes that Public Shareholders holding 12,937,500 Public Shares exercise their redemption rights for an aggregate payment of approximately $131.17 million (based on the estimated per-share redemption price of approximately $10.14 per share) from the Trust Account. |
(5) |
Assumes that the Public Shareholders exercise their redemption rights for all 17,250,000 Public Shares for an aggregate payment of approximately $174.90 million (based on the estimated per-share redemption price of approximately $10.14 per share) from the Trust Account. The maximum redemption amount reflects the maximum number of Public Shares that can be redeemed. |
(6) |
The net tangible book value at March 31, 2026 was calculated as SSAC’s total assets of $174.03 million minus total liabilities of $12.46 million minus temporary equity of $173.36 million. |
(7) |
Includes $1.54 million in interest earned in the Trust Account subsequent to March 31, 2026 through June 30, 2026. |
(8) |
Excludes 55,893 shares issuable pursuant to the Sponsor-held SSAC Rights issued in the private placement. |
(9) |
Excludes 3,450,000 shares issuable pursuant to SSAC Rights issued in the IPO. |
(10) |
Includes shares issuable for the rights described in notes 8 and 9 above. |
The following table presents the net tangible book value per share at various redemption levels assuming various sources of material probable dilution (but excluding the effects of the Business Combination itself):
No |
25% |
50% |
75% |
Maximum |
||||||||||||||||
Redemptions (1) |
Redemptions (2) |
Redemptions (3) |
Redemptions (4) |
Redemptions (5) |
||||||||||||||||
Net tangible book value at March 31, 2026 (6) |
$ |
(11,783,570 |
) |
$ |
(11,783,570 |
) |
$ |
(11,783,570 |
) |
$ |
(11,783,570 |
) |
$ |
(11,783,570 |
) | |||||
Increase in net tangible book value for funds released from trust (7) |
$ |
174,896,125 |
$ |
131,172,094 |
$ |
87,448,064 |
$ |
43,724,031 |
$ |
— |
||||||||||
Decrease in net tangible book value for transaction expenses |
$ |
(3,050,000 |
) |
$ |
(3,050,000 |
) |
$ |
(3,050,000 |
) |
$ |
(3,050,000 |
) |
$ |
(3,050,000 |
) | |||||
Increase in net tangible book value for reduced underwriting fee based on 7% of funds in trust |
$ |
— |
$ |
3,018,750 |
$ |
6,037,500 |
$ |
9,056,250 |
$ |
12,075,000 |
||||||||||
As adjusted net tangible book (deficit) value at March 31, 2026 |
$ |
160,062,555 |
$ |
119,357,274 |
$ |
78,651,994 |
$ |
37,946,711 |
$ |
(2,758,570 |
) | |||||||||
Issued and outstanding shares of Sponsor and affiliates (8) |
6,797,994 |
6,797,994 |
6,797,994 |
6,797,994 |
6,797,994 |
|||||||||||||||
Issued and outstanding shares of Public Shareholders (9) |
17,250,000 |
12,937,500 |
8,625,000 |
4,312,500 |
— |
|||||||||||||||
Issuance of Ordinary Shares for conversion of rights into Ordinary Shares (10) |
3,505,893 |
3,505,893 |
3,505,893 |
3,505,893 |
3,505,893 |
|||||||||||||||
As adjusted issued and outstanding shares as of March 31, 2026 |
27,553,887 |
23,241,387 |
18,928,887 |
14,616,387 |
10,303,887 |
|||||||||||||||
Initial offering price per share |
$ |
10 |
$ |
10 |
$ |
10 |
$ |
10 |
$ |
10 |
||||||||||
Net tangible book (deficit) value per share as adjusted |
$ |
5.81 |
$ |
5.14 |
$ |
4.16 |
$ |
2.60 |
$ |
(0.27 |
) | |||||||||
Dilution to Public Shareholders |
$ |
(4.19 |
) |
$ |
(4.86 |
) |
$ |
(5.84 |
) |
$ |
(7.40 |
) |
$ |
(10.27 |
) | |||||
Equalizing company value (10) |
240,479,940 |
197,354,940 |
154,229,940 |
111,104,940 |
67,979,940 |
|||||||||||||||
(1) |
Assumes no Public Shareholder exercises redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account. |
(2) |
Assumes that Public Shareholders holding 4,312,500 Public Shares exercise their redemption rights for an aggregate payment of approximately $43.72 million (based on the estimated per-share redemption price of approximately $10.14 per share) from the Trust Account. |
(3) |
Assumes that Public Shareholders holding 8,625,000 Public Shares exercise their redemption rights for an aggregate payment of approximately $87.45 million (based on the estimated per-share redemption price of approximately $10.14 per share) from the Trust Account. |
(4) |
Assumes that Public Shareholders holding 12,937,500 Public Shares exercise their redemption rights for an aggregate payment of approximately $131.17 million (based on the estimated per-share redemption price of approximately $10.14 per share) from the Trust Account. |
(5) |
Assumes that the Public Shareholders exercise their redemption rights for all 17,250,000 Public Shares for an aggregate payment of approximately $174.90 million (based on the estimated per-share redemption price of approximately $10.14 per share) from the Trust Account. The maximum redemption amount reflects the maximum number of Public Shares that can be redeemed. |
(6) |
The net tangible book value at March 31, 2026 was calculated as SSAC’s total assets of $174.03 million minus total liabilities of $12.46 million minus temporary equity of $173.36 million. |
(7) |
Includes $1.54 million in interest earned in the Trust Account subsequent to March 31, 2026 through June 30, 2026. |
(8) |
Excludes 55,893 shares issuable pursuant to the Sponsor-held SSAC Rights issued in the private placement. |
(9) |
Excludes 3,450,000 shares issuable pursuant to SSAC Rights issued in the IPO. |
(10) |
Includes shares issuable for the rights described in notes 8 and 9 above. |