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Rule 457(f) Fee Calculation Details
Prior to the consummation of the business combination described in the proxy statement/prospectus forming part of this registration statement (the "proxy statement/prospectus"), SPACSphere Acquisition Corp., a Cayman Islands exempted company ("SSAC"), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Inflection Point's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the "Domestication"). All securities being registered will be issued by the Combined Company, the continuing entity following the business combination described in this proxy statement/prospectus (the "Business Combination"), which will thereafter be renamed "Covariate, Inc.", as further described in the proxy statement/prospectus. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. Prior to the Domestication, each Class B Ordinary Share outstanding will be converted automatically into one Class A Ordinary Shares. In connection with the Domestication, (i) each Class A Ordinary Share issued and outstanding immediately prior to the effective time of the Domestication (including the Class A Ordinary Shares issued following the Class B Conversion) will be converted into one share of Combined Company Common Stock; (ii) each then-issued and outstanding whole SSAC Public Warrant or SSAC Private Placement Warrant, as applicable, will be converted into a Combined Company Public Warrant or Combined Company Private Placement Warrant, as applicable, and (iii) each then-issued and outstanding SSAC Right will be converted into the right to receive one-fifth of one share of Combined Company Common Stock at the Effective Time. In connection with the foregoing clauses (i), (ii) and (iii), at the effective time of the Domestication, each issued and outstanding SSAC Public Unit that has not been previously separated into the underlying Class A Ordinary Shares, the underlying SSAC Public Warrants and the underlying SSAC Rights will be cancelled and will entitle the holder thereof to receive, at the Closing, one share of Combined Company Common Stock, one-half of one Combined Company Public Warrant and the right to receive one-fifth of one share of Combined Company Common Stock at the Effective Time. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of shares of Combined Company Common Stock registered consists of (i) 17,250,000 shares of Combined Company Common Stock issuable upon conversion in the Domestication of an equal number of Public Shares that were included in the SSAC Public Units issued in the IPO, that were registered pursuant to the Registration Statement on Form S-1 (SEC File No. 333-290414) (the "IPO Registration Statement") and offered by SSAC in the IPO, (ii) 3,450,000 shares of Combined Company Common Stock issuable upon conversion of the SSAC Rights that were included in the SSAC Public Units issued in the IPO, that were registered pursuant to the Registration Statement on and offered by SSAC in the IPO, (iii) 6,797,994 shares of Combined Company Common Stock issuable upon conversion in the Domestication of (a) 279,465 Private Placement Units and 768,529 restricted Class A Ordinary Shares that were purchased by the Sponsor and the Initial Shareholders in the private placement consummated simultaneously with the consummation of the closing of the IPO, and (b) 5,750,000 Class A Ordinary Shares, that were initially issued as Class B Ordinary Shares in a private placement prior to the IPO to the Sponsor and (iv) 55,893 shares of Combined Company Common Stock issuable upon conversion of SSAC Rights that were included in the Private Placement Units that were purchased by the Sponsor and the Initial Shareholders in the private placement consummated simultaneously with the consummation of the closing of the IPO. Calculated in accordance with Rule 457(f)(1) and Rule 457(c) under the Securities Act, based on the average of the high and low prices of the Class A Ordinary Shares on The Nasdaq Stock Market LLC ("Nasdaq") on August 5, 2026 (such date being within five business days of the date that this registration statement was first filed with the U.S. Securities and Exchange Commission (the "SEC")). |
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Amount of Securities to be Received or Cancelled |
Value per Share of Securities to be Received or Cancelled |
Total Value of Securities to be Received or Cancelled |
Cash Consideration Received by the registrant |
Cash Consideration (Paid) by the registrant |
Maximum Aggregate Offering Price |
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27,553,887 |
$ 10.03 |
$ 276,365,486.61 |
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$ 276,365,486.61 |
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Prior to the consummation of the business combination described in the proxy statement/prospectus forming part of this registration statement (the "proxy statement/prospectus"), SPACSphere Acquisition Corp., a Cayman Islands exempted company ("SSAC"), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Inflection Point's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the "Domestication"). All securities being registered will be issued by the Combined Company, the continuing entity following the business combination described in this proxy statement/prospectus (the "Business Combination"), which will thereafter be renamed "Covariate, Inc.", as further described in the proxy statement/prospectus. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. Prior to the Domestication, each Class B Ordinary Share outstanding will be converted automatically into one Class A Ordinary Shares. In connection with the Domestication, (i) each Class A Ordinary Share issued and outstanding immediately prior to the effective time of the Domestication (including the Class A Ordinary Shares issued following the Class B Conversion) will be converted into one share of Combined Company Common Stock; (ii) each then-issued and outstanding whole SSAC Public Warrant or SSAC Private Placement Warrant, as applicable, will be converted into a Combined Company Public Warrant or Combined Company Private Placement Warrant, as applicable, and (iii) each then-issued and outstanding SSAC Right will be converted into the right to receive one-fifth of one share of Combined Company Common Stock at the Effective Time. In connection with the foregoing clauses (i), (ii) and (iii), at the effective time of the Domestication, each issued and outstanding SSAC Public Unit that has not been previously separated into the underlying Class A Ordinary Shares, the underlying SSAC Public Warrants and the underlying SSAC Rights will be cancelled and will entitle the holder thereof to receive, at the Closing, one share of Combined Company Common Stock, one-half of one Combined Company Public Warrant and the right to receive one-fifth of one share of Combined Company Common Stock at the Effective Time. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Represents the maximum number of shares of Combined Company Common Stock to be issued in connection with the Business Combination to the Mobilewalla stockholders and consists of up to (i) 20,034,137 shares of Combined Company Common Stock to be issued at Closing, and (ii) 4,965,863 shares of Combined Company Common Stock issuable upon exercise of Exchanged Options to be issued at Closing in exchange for Mobilewalla Options. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. Mobilewalla is a private company and no market exists for its equity securities. Mobilewalla also has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price is one-third of the par value of the securities to be exchanged. |
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Prior to the consummation of the business combination described in the proxy statement/prospectus forming part of this registration statement (the "proxy statement/prospectus"), SPACSphere Acquisition Corp., a Cayman Islands exempted company ("SSAC"), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Inflection Point's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the "Domestication"). All securities being registered will be issued by the Combined Company, the continuing entity following the business combination described in this proxy statement/prospectus (the "Business Combination"), which will thereafter be renamed "Covariate, Inc.", as further described in the proxy statement/prospectus. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. Prior to the Domestication, each Class B Ordinary Share outstanding will be converted automatically into one Class A Ordinary Shares. In connection with the Domestication, (i) each Class A Ordinary Share issued and outstanding immediately prior to the effective time of the Domestication (including the Class A Ordinary Shares issued following the Class B Conversion) will be converted into one share of Combined Company Common Stock; (ii) each then-issued and outstanding whole SSAC Public Warrant or SSAC Private Placement Warrant, as applicable, will be converted into a Combined Company Public Warrant or Combined Company Private Placement Warrant, as applicable, and (iii) each then-issued and outstanding SSAC Right will be converted into the right to receive one-fifth of one share of Combined Company Common Stock at the Effective Time. In connection with the foregoing clauses (i), (ii) and (iii), at the effective time of the Domestication, each issued and outstanding SSAC Public Unit that has not been previously separated into the underlying Class A Ordinary Shares, the underlying SSAC Public Warrants and the underlying SSAC Rights will be cancelled and will entitle the holder thereof to receive, at the Closing, one share of Combined Company Common Stock, one-half of one Combined Company Public Warrant and the right to receive one-fifth of one share of Combined Company Common Stock at the Effective Time. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. The number of Combined Company Warrants being registered represents (i) the 8,625,000 SSAC Public Warrants that were registered pursuant to the IPO Registration Statement and offered by SSAC in its IPO and (ii) 139,733 SSAC Private Placement Warrants that were initially issued in a private placement concurrently with the IPO. In connection with the Domestication, each then-issued and outstanding whole SSAC Public Warrant or SSAC Private Placement Warrant, as applicable, will be converted into a Combined Company Public Warrant or Combined Company Private Placement Warrant, as applicable. Calculated in accordance with Rule 457(c) and Rule 457(i) under the Securities Act, based on the sum of (i) the average high and low prices of the SSAC Public Warrants on Nasdaq on August 7, 2026 (such date being within five business days of the date that this registration statement was first filed with the SEC) and (ii) the $11.50 exercise price of the Combined Company Warrants. Consistent with the response to C&DI 240.06, the registration fee with respect to the Combined Company Warrants has been allocated to the Combined Company Common Stock issuable upon exercise of the Combined Company Warrants and included in the registration fee paid in respect of such shares of Combined Company Common Stock. |
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Prior to the consummation of the business combination described in the proxy statement/prospectus forming part of this registration statement (the "proxy statement/prospectus"), SPACSphere Acquisition Corp., a Cayman Islands exempted company ("SSAC"), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Inflection Point's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the "Domestication"). All securities being registered will be issued by the Combined Company, the continuing entity following the business combination described in this proxy statement/prospectus (the "Business Combination"), which will thereafter be renamed "Covariate, Inc.", as further described in the proxy statement/prospectus. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. Prior to the Domestication, each Class B Ordinary Share outstanding will be converted automatically into one Class A Ordinary Shares. In connection with the Domestication, (i) each Class A Ordinary Share issued and outstanding immediately prior to the effective time of the Domestication (including the Class A Ordinary Shares issued following the Class B Conversion) will be converted into one share of Combined Company Common Stock; (ii) each then-issued and outstanding whole SSAC Public Warrant or SSAC Private Placement Warrant, as applicable, will be converted into a Combined Company Public Warrant or Combined Company Private Placement Warrant, as applicable, and (iii) each then-issued and outstanding SSAC Right will be converted into the right to receive one-fifth of one share of Combined Company Common Stock at the Effective Time. In connection with the foregoing clauses (i), (ii) and (iii), at the effective time of the Domestication, each issued and outstanding SSAC Public Unit that has not been previously separated into the underlying Class A Ordinary Shares, the underlying SSAC Public Warrants and the underlying SSAC Rights will be cancelled and will entitle the holder thereof to receive, at the Closing, one share of Combined Company Common Stock, one-half of one Combined Company Public Warrant and the right to receive one-fifth of one share of Combined Company Common Stock at the Effective Time. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Represents the number of shares of Combined Company Common Stock issuable upon exercise of the Combined Company Warrants converted from the SSAC Public Warrants or SSAC Private Placement Warrants in connection with the Domestication. Each whole Combined Company Warrant will entitle the warrant holder to purchase one share of Combined Company Common Stock at a price of $11.50 per share. Calculated in accordance with Rule 457(c) and Rule 457(i) under the Securities Act, based on the sum of (i) the average high and low prices of the SSAC Public Warrants on Nasdaq on August 7, 2026 (such date being within five business days of the date that this registration statement was first filed with the SEC) and (ii) the $11.50 exercise price of the Combined Company Warrants. Consistent with the response to C&DI 240.06, the registration fee with respect to the Combined Company Warrants has been allocated to the Combined Company Common Stock issuable upon exercise of the Combined Company Warrants and included in the registration fee paid in respect of such shares of Combined Company Common Stock. |
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