UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Explanatory Note
As previously described in a current report on Form 8-K filed on June 1, 2026, on May 29, 2026, SPACSphere Acquisition Corp., a Cayman Islands exempted company (“SPACSphere”), entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among SPACSphere, SPACSphere Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of SPACSphere (“Merger Sub”), and Mobilewalla Holdco, Inc., a Delaware corporation (“Mobilewalla”), pursuant to which SPACSphere will be de-registered in the Cayman Islands and transfer by way of continuation to Delaware and domesticate as a Delaware corporation (the “Domestication”) and Merger Sub will merge with and into Mobilewalla, with Mobilewalla being the surviving company and continuing as a direct, wholly-owned subsidiary of the SPACSphere (the “Merger”). The Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.” In connection with the consummation of the Business Combination, SPACSphere will be renamed “Covariate, Inc.”
Item 1.01 Entry Into A Material Definitive Agreement
Amendment No. 1 to Business Combination Agreement
On October 15, 2026, SPACSphere, Merger Sub, and Mobilewalla entered into Amendment No. 1 to Business Combination Agreement (the “BCA Amendment”). Pursuant to the BCA Amendment, the size of the combined company board would be increased from five (5) directors to seven (7) directors, effective as of the consummation of the Merger (the “Closing”). The board would consist of: (i) two (2) directors designated by Mobilewalla, who are designated in the BCA Amendment as Anindya Datta (who will serve as a “Class III” director) and Boris M. Gutin, neither of whom is required to qualify as independent under applicable SEC or Nasdaq requirements; (ii) one (1) director designated by SPACSphere, who is designated in the BCA Amendment as Bala Padmakumar; and (iii) four (4) independent directors to be designated by Mobilewalla prior to the Closing in compliance with applicable SEC and Nasdaq requirements. The independent directors are George Brody, John Garner and Stephen Markscheid and the fourth independent director will be appointed before the registration statement on Form S-4 in connection with the Business Combination is declared effective by the SEC. Subject to any limitation imposed under applicable laws and Nasdaq listing requirements, the parties agreed to use reasonable best efforts to ensure that the persons designated for election to the combined company board pursuant to the BCA Amendment are nominated and elected as directors of the combined company’s board and, where applicable, are designated to the applicable class, in each case effective as of the Closing.
Except as expressly amended by the BCA Amendment, the Business Combination Agreement remains in full force and effect in accordance with its terms. The foregoing description of the BCA Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the BCA Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
No Offer or Solicitation
This Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and does not constitute an offer to sell or a solicitation of an offer to buy any securities of SPACSphere or Mobilewalla, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Additional Information and Where to Find It
In connection with the Business Combination, SPACSphere and Mobilewalla jointly filed with the SEC a Registration Statement, which includes a preliminary prospectus and proxy statement of SPACSphere in connection with the Business Combination, referred to as a proxy statement/prospectus, and after the Registration Statement is declared effective, SPACSphere will mail a definitive proxy statement/prospectus relating to the Business Combination to its shareholders. This Form 8-K does not contain all the information that should be considered concerning the Business
Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. SPACSphere and/or Mobilewalla may file other documents regarding the Business Combination with the SEC, and SPACSphere’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto, the definitive proxy statement/prospectus and the other documents filed in connection with the Business Combination, as these materials will contain important information about Mobilewalla, SPACSphere and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to shareholders of SPACSphere as of a record date to be established for voting on the Business Combination and the other matters to be voted upon at the meeting of SPACSphere’s shareholders to be held to approve the Business Combination and such other matters. Such shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to SPACSphere Acquisition Corp., 8795 Folsom Blvd, Sacramento, California 95826, Attention: Bala Padmakumar, Chief Executive Officer.
Before making any voting decision, investors and security holders of SPACSphere are urged to read the registration statement, the proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with SPACSphere’s solicitation of proxies for its shareholders’ meeting to be held to approve the Business Combination, and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination as they become available because they will contain important information about SPACSphere, Mobilewalla and the Business Combination.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in Solicitation
SPACSphere, Mobilewalla, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from SPACSphere’s shareholders in connection with the Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of SPACSphere’s shareholders in connection with the Business Combination, including the names of such persons and a description of their respective interests, is set forth in SPACSphere’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed business combination may be obtained by reading the Registration Statement regarding the proposed business combination when it becomes available. Shareholders will be able to obtain copies of the documents described in this paragraph that are filed with the SEC, once available, without charge at the SEC’s website at www.sec.gov, or by directing a request to SPACSphere Acquisition Corp., 8795 Folsom Blvd, Sacramento, California 95826, Attention: Bala Padmakumar, Chief Executive Officer.
Forward-Looking Statements Legend
This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on beliefs and assumptions and on information currently available to SPACSphere and Mobilewalla. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of SPACSphere’s securities; (ii) the risk that the Business Combination may not be completed by SPACSphere’s
business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SPACSphere; (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination by the respective shareholders of SPACSphere and Mobilewalla; (iv) the failure to obtain financing to complete the Business Combination and to support the future working capital needs of Mobilewalla and the combined company; (v) the effect of the announcement or pendency of the Business Combination on Mobilewalla’s business relationships, performance, and business generally; (vi) risks that the Business Combination disrupts current plans of Mobilewalla and potential difficulties in the retention of Mobilewalla employees as a result of the Business Combination; (vii) the outcome of any legal proceedings that may be instituted against SPACSphere or Mobilewalla related to the Business Combination Agreement and the Business Combination; (viii) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (ix) the ability to maintain the listing of SPACSphere’s securities on Nasdaq; (x) the price of SPACSphere’s securities, including volatility resulting from changes in the competitive and highly regulated industries in which Mobilewalla operates, variations in performance across competitors, changes in laws and regulations affecting Mobilewalla’s business and changes in the combined capital structure; (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and the ability to identify and realize additional opportunities; (xii) the enforceability of Mobilewalla’s intellectual property, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches of data security; (xiii) the risk that Mobilewalla may never achieve or sustain profitability; (xiv) changes in the competitive and regulated industries in which Mobilewalla operates, variations in operating performance across competitors, changes in laws and regulations affecting Mobilewalla’s business and changes in the combined capital structure, and (xv) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in SPACSphere’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are available on the website of the SEC at www.sec.gov and other documents filed, or to be filed with the SEC by SPACSphere, including the Registration Statement. The foregoing list of factors is not exhaustive. There may be additional risks that neither SPACSphere nor Mobilewalla presently know or that SPACSphere nor Mobilewalla currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the definitive proxy statement to be filed by SPACSphere with the SEC, including those under “Risk Factors” therein, and other documents filed by SPACSphere from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SPACSphere and Mobilewalla assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither SPACSphere nor Mobilewalla gives any assurance that either SPACSphere or Mobilewalla will achieve its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) List of Exhibits.
The Exhibit Index is incorporated by reference herein.
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Business Combination Agreement, dated as of October 15, 2026, by and among SPACSphere Acquisition Corp., SPACSphere Merger Sub Inc., and Mobilewalla Holdco, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPACSphere Acquisition Corp. | ||||||
| Date: October 15, 2026 | By: | /s/ Bala Padmakumar | ||||
| Name: | Bala Padmakumar | |||||
| Title: | Chief Executive Officer | |||||