{"url_path":"/sec/ssacw/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into A Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/2081300/0001829126-26-005869-index.html","accession_number":"0001829126-26-005869","cik":"0002081300","ticker":"SSAC","issuer_name":"SPACSphere Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2081300/0001829126-26-005869-index.html","primary_entity_key":"0002081300","primary_entity_name":"SPACSphere Acquisition Corp."},"word_count":4644,"has_tables":true,"body_markdown":"**Item\n1.01 Entry Into A Material Definitive Agreement.**\n\n \n\n**Business\nCombination Agreement**\n\n \n\nOn\nMay 29, 2026, SPACSphere Acquisition Corp., a Cayman Islands exempted company (“SPACSphere”), entered into a Business\nCombination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”)\nby and among SPACSphere, SPACSphere Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of SPACSphere (“Merger Sub”),\nand Mobilewalla Holdco, Inc., a Delaware corporation (“Mobilewalla”), pursuant to which Merger Sub will merge with and into Mobilewalla, whereupon the separate corporate existence of Merger Sub will cease\nand Mobilewalla will be the surviving company and continue in existence as a direct, wholly-owned subsidiary of SPACSphere, on the terms\nand subject to the conditions set forth therein.\n\n \n\nThe Business Combination\nAgreement, and the transactions contemplated thereby to occur at or immediately prior to the Closing (“Transactions”), were\napproved by the respective boards of directors of SPACSphere and Mobilewalla.\n\n \n\n*The\nDomestication*\n\n \n\nPursuant to the Business Combination Agreement,\nprior to the consummation of the Merger (as defined below) (the “Closing”), and subject to the approval of the shareholders\nof SPACSphere, (i) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of SPACSphere (a “SPACSphere\nClass B ordinary share”) outstanding will be converted into one Class A ordinary share, par value $0.0001 per share, of SPACSphere\n(a “SPACSphere Class A ordinary share”) in accordance with the Articles of Association of SPACSphere (the “Class B conversion”),\nand, (ii) following the Class B conversion, SPACSphere will domesticate as a Delaware corporation (the “Domestication”) in\naccordance with Section 388 of the Delaware General Corporation Law and Part XII of the Companies Act (2023 Revision) of the Cayman Islands,\nas amended.\n\n \n\nIn connection with the Domestication, (i) each\nSPACSphere Class A ordinary share outstanding immediately prior to the effective time of the Domestication and following the Class B conversion\nshall be converted into one share of common stock, par value $0.0001 per share, of SPACSphere (the “New SPACSphere Common Stock”),\n(ii) each then-issued and outstanding whole warrant exercisable for one SPACSphere Class A ordinary share will be converted into a warrant\nexercisable for one share of New SPACSphere Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth\nin the Warrant Agreement, dated as of February 5, 2026, by and between SPACSphere and Odyssey Transfer and Trust Company, as warrant agent\n(as amended or amended and restated from time to time) (each, a “New SPACSphere Warrant”), and (iii) each then-issued and\noutstanding right entitling the holder thereof to 1/5 of one SPACSphere Class A ordinary share (each, a “SPACSphere Right”)\nshall convert automatically into a right to receive 1/5 of one share of New SPACSphere Common Stock at the Closing, pursuant to the Rights\nAgreement, dated as of February 5, 2026, by and between SPACSphere and Odyssey Transfer and Trust Company, as rights agent. In connection\nwith clauses (i), (ii) and (iii) of this paragraph, each issued and outstanding unit of SPACSphere that has not been previously separated\ninto the underlying SPACSphere Class A ordinary share, SPACSphere warrant and SPACSphere right will be canceled and will entitle the holder\nthereof to one share of New SPACSphere Common Stock, one-half of one New SPACSphere Warrant, and a right to receive 1/5 of one share of\nNew SPACSphere Common Stock at the Closing.\n\n \n\n*The\nBusiness Combination*\n\n \n\nThe Business\nCombination Agreement provides for, among other things, the following Transactions: (i) the Domestication, and (ii) the merger of\nMerger Sub with and into Mobilewalla (the “Merger”), with Mobilewalla being the surviving company of the Merger\n(Mobilewalla, in its capacity as the surviving company of the Merger, the “Surviving Company”), and as a result of which\nthe Surviving Company will become a wholly-owned subsidiary of SPACSphere. In connection with the Domestication and the consummation\nof the Business Combination, SPACSphere will change its name to “COVARIATE, INC.” (“New Mobilewalla”) The\nDomestication, the Merger and the other Transactions contemplated by the Business Combination Agreement are hereinafter referred to\nas the “Business Combination.”\n\n \n\n1\n\n \n\n \n\nAmong other things, at the effective time of the\nMerger (the “Effective Time”), (A) the outstanding shares of common stock of Mobilewalla, par value $0.0001 per share (“Mobilewalla\nCommon Stock”) issued and outstanding immediately prior to the Effective Time, and following the conversion or exercise of the outstanding\nconvertible notes, preferred stock, stock options and warrants of Mobilewalla (but excluding any (i) shares of Mobilewalla Common Stock\nheld by Mobilewalla as treasury stock which will be canceled without conversion, and (ii) shares the holders of which perfect rights of\nappraisal under Delaware law) will be cancelled in exchange for the right to receive a number of shares of New SPACSphere Common Stock\n(rounded up to the nearest whole share) equal to the quotient obtained by dividing (a) 25,000,000 by (b) the Company Fully Diluted Capital\nStock (the “Exchange Ratio”), and (B) each Mobilewalla stock option that is outstanding and unexercised as of immediately\nprior to the Effective Time will be converted into an option to purchase shares of New SPACSphere Common Stock (“Exchanged Options”)\nas set forth in the Business Combination Agreement.\n\n \n\n“Company Fully Diluted Capital Stock”\nmeans, without duplication, the sum of the number of shares of Mobilewalla Common Stock that are (a) issued and outstanding immediately\nprior to the Effective Time (following the conversion or exercise of the outstanding convertible notes, preferred stock and warrants of\nMobilewalla but excluding any treasury stock to be cancelled) and (b) issuable upon exercise of all vested and unvested Mobilewalla options\nas of immediately prior to the Effective Time but, for the avoidance of doubt, excluding any unissued Mobilewalla options.\n\n \n\n*Conditions\nto Closing*\n\n \n\nThe\nBusiness Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others,\n(i) approval of the Business Combination and related agreements and transactions by the respective shareholders of SPACSphere and Mobilewalla,\n(ii) effectiveness of the registration statement on Form S-4 to be filed by SPACSphere in connection with the Business Combination, (iii)\nthe absence of any law, judgement, order, statute, rule, or regulation prohibiting the consummation of the Business Combination, and\n(iv) receipt of approval for listing on Nasdaq the shares of New SPACSphere Common Stock and New SPACSphere Warrants to be issued in\nconnection with the Business Combination.\n\n \n\nOther conditions to SPACSphere’s obligations\nto consummate the Transactions include, among others, that as of the Closing, (i) the representations and warranties of Mobilewalla shall\nbe true and correct, subject to the materiality standards contained in the Business Combination Agreement, (ii) Mobilewalla shall have\nperformed all covenants and agreements required to be performed by Mobilewalla in all material respects, (iii) no Company Material Adverse\nEffect (as defined in the Business Combination Agreement) shall have occurred between the date of the Business Combination Agreement and\nthe Closing Date, (iv) SPACSphere shall have received customary closing certificates from Mobilewalla; (v) Mobilewalla and certain of\nits key shareholders shall have executed and delivered all applicable ancillary agreements to SPACSphere; and (vi) Mobilewalla shall have\neffectuated the conversion or exercise of the outstanding convertible notes, preferred stock and warrants of Mobilewalla.\n\n \n\nOther conditions to\nMobilewalla’s obligations to consummate the Merger include, among others, that as of the Closing, (i) the representations and\nwarranties of SPACSphere and Merger Sub shall be true and correct, subject to the materiality standards contained in the Business\nCombination Agreement, (ii) SPACSphere shall have performed all covenants and agreements required to be performed by SPACSphere in\nall material respects, (iii) Mobilewalla shall have received customary closing certificates from SPACSphere; (iv) SPACSphere and\ncertain of its key shareholders shall have executed and delivered all applicable ancillary agreements to SPACSphere; (v) other than\npersons designated by the parties to the Business Combination Agreement to be nominated for election to the board of directors of\nNew Mobilewalla, all members of the board of directors of SPACSphere shall have executed written resignations as of the Closing\nDate, and (vi) the equity incentive plan for New Mobilewalla shall be adopted in accordance with the terms of the Business\nCombination Agreement.\n\n \n\n2\n\n \n\n \n\n*Covenants*\n\n \n\nThe Business\nCombination Agreement contains customary covenants of the parties with respect to operation of their respective businesses prior to\nClosing and efforts to satisfy conditions to Closing. The Agreement also contains additional covenants of the parties, including,\namongst others, covenants providing for (i) Mobilewalla to prepare and deliver to SPACSphere certain unaudited consolidated\nfinancial statements of Mobilewalla, (ii) Mobilewalla to have entered into a senior loan agreement with Avenue Capital pursuant to\nwhich Mobilewalla will receive, concurrently with the Closing, the aggregate gross proceeds of not less than $10,000,000, and (iii)\nSPACSphere, in cooperation with Mobilewalla, to prepare and file a registration statement on Form S-4 (the “Registration\nStatement”) and take certain other actions to obtain the requisite approval of SPACSphere shareholders of certain proposals\nregarding the Business Combination. SPACSphere and Mobilewalla agreed to use their commercially reasonable efforts to solicit,\nnegotiate and enter into subscription agreements with third party investors for the private placement of SPACSphere Class A ordinary\nshares or securities convertible into Class A ordinary shares.\n\n \n\n*Representations\nand Warranties*\n\n \n\nThe\nBusiness Combination Agreement contains representations and warranties by SPACSphere, Merger Sub and Mobilewalla that are customary for\ntransactions of this type. The representations and warranties of the respective parties to the Business Combination Agreement will not\nsurvive the Closing.\n\n \n\n*Termination*\n\n \n\nThe Business Combination Agreement may be terminated\nat any time prior to the Closing, among others, (i) by mutual written consent of SPACSphere and Mobilewalla, (ii) by either SPACSphere\nor Mobilewalla, if the Closing has not occurred by the deadline under its Articles of Association by which SPACSphere must consummate\nthe Business Combination, subject to extension in accordance with the terms of SPACSphere’s Articles of Association, (iii) by either\nSPACSphere or Mobilewalla, if any Governmental Authority (as defined in the Business Combination Agreement) has issued or otherwise entered\na final and non-appealable order or law making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation\nof the Transactions or the Merger, (iv) by either SPACSphere or Mobilewalla, if requisite approvals of the shareholders of SPACSphere\nand Mobilewalla (or the stockholder’s written consent) are not obtained as set forth therein, (v) by either SPACSphere or Mobilewalla,\nin the event of certain uncured breaches by the other party.\n\n \n\n*Exclusivity*\n\n \n\nBetween the date of the Business Combination\nAgreement and the earlier of the Closing or the termination of the Business Combination Agreement, each of Mobilewalla and SPACSphere\nhas agreed that it will not, directly or indirectly, (i) enter into, encourage, solicit, initiate, continue or respond to inquiries regarding\nan Alternative Transaction (as defined below); (ii) enter into discussions or negotiations with, or furnish any information to, any person\nconcerning any Alternative Transaction Proposal; (iii) commence, continue or renew any due diligence investigation regarding any Alternative\nTransaction Proposal, (iv) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Transaction\nProposal, or (v) resolve or agree to do any of the foregoing or otherwise authorize or permit any of its representatives to take any\nsuch action. Each of Mobilewalla and SPACSphere also agreed that it will cease and cause to be terminated any existing discussions or\nnegotiations with any persons (other than the parties to the Business Combination Agreement and their respective representatives) previously\nconducted with respect to, or that is reasonably likely to give rise to or result in, any Alternative Transaction Proposal. An “Alternative\nTransaction Proposal” means any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from\nany person or group at any time relating to an Alternative Transaction. An “Alternative Transaction” means (A) with respect\nto Mobilewalla, any transaction (other than the Transactions) concerning the sale, lease, exchange or other disposition of (x) 15% or\nmore of the business or assets of Mobilewalla and its subsidiaries on a consolidated basis or (y) 15% or more of the issued and outstanding\nshares or other equity interests of Mobilewalla, in any case, whether such transaction takes the form of a sale or issuance of shares\nor other equity interests, assets, merger, consolidation, or otherwise, in a single transaction or series of transactions, and (B) with\nrespect to each of Acquiror and Mobilewalla, as applicable, a transaction (other than the Transactions) concerning a Business Combination.\n\n \n\n3\n\n \n\n \n\n*Stock\nExchange Listing*\n\n \n\nSPACSphere has agreed to use reasonable best efforts\nto cause the shares of New SPACSphere Common Stock to be issued in connection with the Business Combination to be approved for listing\non Nasdaq at Closing and Mobilewalla shall reasonably cooperate with SPACSphere with respect to such listing.\n\n \n\n**Certain\nAncillary Agreements**\n\n \n\n*Company\nStockholder Support Agreement*\n\n \n\nOn May 29, 2026,\nconcurrently with the execution of the Business Combination Agreement, certain stockholders of Mobilewalla entered into a Company\nStockholder Support Agreement (the “Company Stockholder Support Agreement”) with SPACSphere and Mobilewalla, pursuant to\nwhich such stockholders have agreed to, among other things, (i) support and vote in favor of (a) the approval and adoption of the\nBusiness Combination Agreement and the Business Combination, (b) the approval of the Transactions (or, if there are insufficient\nvotes approving the Transactions, the adjournment or postponement of the Mobilewalla stockholder meeting to a later date), and (c)\nany other circumstances upon which a consent or other approval with respect to the Business Combination Agreement and the Business\nCombination, (ii) vote against and withhold consent with respect to any Alternative Transaction Proposal with respect to Mobilewalla\nor other business combination transaction (other than the Business Combination Agreement and the Business Combination), (iii) vote\nagainst any proposal, action or agreement that would (a) impede, frustrate, prevent or nullify any provision of the Company\nStockholder Support Agreement, the Business Combination Agreement or the timely consummation of the Merger or the other\nTransactions, (b) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement\nof Mobilewalla under the Business Combination Agreement, (c) result in any of the conditions set forth in the Business Combination\nAgreement not being fulfilled or (d) result in a breach of any covenant, representation or warranty or other obligation or agreement\nof such stockholder contained in the Company Stockholder Support Agreement, and (iv) be bound by certain other covenants and\nagreements related to the Business Combination, including a restriction on the transfer of Mobilewalla capital stock, subject to\ncertain exceptions, and termination of certain stockholder agreements and other affiliate agreements of Mobilewalla; provided,\nhowever, that the obligations of the stockholders party to the Company Stockholder Support Agreement under the agreement shall not\napply if there has been a change of recommendation by the board of directors of Mobilewalla in accordance with the terms of the\nBusiness Combination Agreement.\n\n \n\n*Sponsor\nSupport Agreement*\n\n \n\nOn\nMay 29, 2026, concurrently with the execution of the Business Combination Agreement, SPACSphere and Mobilewalla entered into an agreement\n(the “Sponsor Support Agreement”) with SPACSphere Sponsor LLC, a Delaware limited liability company (the “Sponsor”),\npursuant to which, among other things, in connection with the Closing, the Sponsor agreed to (i) vote all its SPACSphere Class A ordinary\nshares in favor of (a) each Acquiror Proposal (as defined in the Business Combination Agreement), including, without limitation, the\napproval and adoption of the Business Combination Agreement and the Business Combination, and (b) any other circumstances upon which\na consent or other approval with respect to the Business Combination Agreement and the Business Combination is sought, (ii) vote against\nand withhold consent with respect to any Alternative Transaction Proposal with respect to SPACSphere or other business combination transaction\n(other than the Business Combination Agreement and the Business Combination), (iii) vote against any proposal, action or agreement that\nwould (a) impede, frustrate, prevent or nullify any provision of the Sponsor Support Agreement, the Business Combination Agreement or\nthe timely consummation of the Domestication, the Merger or the other Transactions, (b) result in a breach in any respect of any covenant,\nrepresentation, warranty or any other obligation or agreement of SPACSphere or Merger Sub under the Business Combination Agreement, (c)\nresult in any of the conditions set forth in the Business Combination Agreement not being fulfilled or (d) result in a breach of any\ncovenant, representation or warranty or other obligation or agreement of the Sponsor contained in the Sponsor Support Agreement, (iv)\nwaive any adjustment to the conversion ratio or any other anti-dilution or similar protection set forth in the governing documents of\nSPACSphere with respect to SPACSphere Class B ordinary shares, in each case, on the terms and subject to the conditions set forth in\nthe Sponsor Support Agreement, and (v) be bound by certain other covenants and agreements related to the Business Combination, including\na restriction on the transfer of SPACSphere Class B ordinary shares and private placement units of SPACSphere, subject to certain exceptions.\n\n \n\n4\n\n \n\n \n\nThe foregoing descriptions\nof the Business Combination Agreement, the Company Stockholder Support Agreement and the Sponsor Support Agreement (collectively, the\n“Transaction Documents”) and the transactions and documents contemplated thereby, are not complete and are subject to and\nqualified in their entirety by reference to the Business Combination Agreement, the Company Stockholder Support Agreement and the Sponsor\nSupport Agreement, copies of which are filed with this Current Report on Form 8-K as Exhibit 2.1, Exhibit 10.1 and Exhibit 10.2, respectively,\nand the terms of which are incorporated by reference herein.\n\n \n\nThe\nTransaction Documents have been included to provide investors with information regarding their terms. They are not intended to provide\nany other factual information about SPACSphere, Mobilewalla or their respective affiliates. The representations, warranties, covenants\nand agreements contained in the Transaction Documents were made only for purposes of such agreements as of the specific dates therein,\nwere solely for the benefit of the parties to the Transaction Documents and may be subject to limitations agreed upon by the contracting\nparties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties\nto the Transaction Documents instead of establishing these matters as facts, and may be subject to standards of materiality applicable\nto the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Transaction\nDocuments and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations\nof the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information\nconcerning the subject matter of representations and warranties may change after the applicable dates of the Transaction Documents, which\nsubsequent information may or may not be fully reflected in SPACSphere’s public disclosures.\n\n \n\n**No\nOffer or Solicitation**\n\n \n\nThis\nForm 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of\nthe Business Combination and does not constitute an offer to sell or a solicitation of an offer to buy any securities of SPACSphere or\nMobilewalla, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale\nwould be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities\nshall be made except by means of a prospectus meeting the requirements of the Securities Act.\n\n \n\n5\n\n \n\n \n\n**Additional\nInformation and Where to Find It**\n\n \n\nIn\nconnection with the Business Combination, SPACSphere and Mobilewalla intend to jointly file with the U.S. Securities and Exchange Commission\n(the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary\nprospectus and proxy statement of SPACSphere in connection with the Business Combination, referred to as a proxy statement/prospectus,\nand after the Registration Statement is declared effective, SPACSphere will mail a definitive proxy statement/prospectus relating to\nthe Business Combination to its shareholders. This Form 8-K does not contain all the information that should be considered concerning\nthe Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business\nCombination. SPACSphere may file other documents regarding the Business Combination with the SEC, and SPACSphere’s shareholders\nand other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto,\nthe definitive proxy statement/prospectus and the other documents filed in connection with the Business Combination, as these materials\nwill contain important information about Mobilewalla, SPACSphere and the Business Combination. When available, the definitive proxy statement/prospectus\nand other relevant materials for the Business Combination will be mailed to shareholders of SPACSphere as of a record date to be established\nfor voting on the Business Combination and the other matters to be voted upon at the meeting of SPACSphere’s shareholders to be\nheld to approve the Business Combination and such other matters. Such shareholders will also be able to obtain copies of the preliminary\nproxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available,\nat the SEC’s website at www.sec.gov, or by directing a request to SPACSphere Acquisition Corp., 8795 Folsom Blvd, Sacramento, California\n95826, Attention: Bala Padmakumar, Chief Executive Officer.\n\n \n\n**Before\nmaking any voting decision, investors and security holders of SPACSphere are urged to read the registration statement, the proxy statement/prospectus,\nand amendments thereto, and the definitive proxy statement/prospectus in connection with SPACSphere’s solicitation of proxies for\nits shareholders’ meeting to be held to approve the Business Combination, and all other relevant documents filed or that will be\nfiled with the SEC in connection with the Business Combination as they become available because they will contain important information\nabout SPACSphere, Mobilewalla and the Business Combination.**\n\n \n\n**INVESTMENT\nIN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY\nPASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION\nTO THE CONTRARY IS A CRIMINAL OFFENSE.**\n\n \n\n**Participants\nin Solicitation**\n\n \n\nSPACSphere,\nMobilewalla, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be\ndeemed to be participants in the solicitation of proxies from SPACSphere’s shareholders in connection with the Business Combination.\nInformation regarding the persons who may, under SEC rules, be deemed participants in the solicitation of SPACSphere’s shareholders\nin connection with the Business Combination, including the names of such persons and a description of their respective interests, is\nset forth in SPACSphere’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Additional\ninformation regarding the interests of those persons and other persons who may be deemed participants in the proposed business combination\nmay be obtained by reading the Registration Statement regarding the proposed business combination when it becomes available. Shareholders\nwill be able to obtain copies of the documents described in this paragraph that are filed with the SEC, once available, without charge\nat the SEC’s website at www.sec.gov, or by directing a request to SPACSphere Acquisition Corp., 8795 Folsom Blvd, Sacramento, California\n95826, Attention: Bala Padmakumar, Chief Executive Officer.\n\n \n\n6\n\n \n\n \n\n**Forward-Looking\nStatements Legend**\n\n \n\nThis Form 8-K contains forward-looking statements\nwithin the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as\namended, that are based on beliefs and assumptions and on information currently available to SPACSphere and Mobilewalla. In some cases,\nyou can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,”\n“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”\n“estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,”\n“target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or\nindicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements are predictions,\nprojections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject\nto risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in\nthis document, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at\nall, which may adversely affect the price of SPACSphere’s securities; (ii) the risk that the Business Combination may not be completed\nby SPACSphere’s business combination deadline and the potential failure to obtain an extension of the business combination deadline\nif sought by SPACSphere; (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval\nof the Business Combination by the respective shareholders of SPACSphere and Mobilewalla; (iv) the failure to obtain financing to complete\nthe Business Combination and to support the future working capital needs of Mobilewalla and the combined company; (v) the effect of the\nannouncement or pendency of the Business Combination on Mobilewalla’s business relationships, performance, and business generally;\n(vi) risks that the Business Combination disrupts current plans of Mobilewalla and potential difficulties in the retention of Mobilewalla\nemployees as a result of the Business Combination; (vii) the outcome of any legal proceedings that may be instituted against SPACSphere\nor Mobilewalla related to the Business Combination Agreement and the Business Combination; (viii) changes to the proposed structure of\nthe Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining\nregulatory approval of the Business Combination; (ix) the ability to maintain the listing of SPACSphere’s securities on Nasdaq;\n(x) the price of SPACSphere’s securities, including volatility resulting from changes in the competitive and highly regulated industries\nin which Mobilewalla operates, variations in performance across competitors, changes in laws and regulations affecting Mobilewalla’s\nbusiness and changes in the combined capital structure; (xi) the ability to implement business plans, forecasts, and other expectations\nafter the completion of the Business Combination, and the ability to identify and realize additional opportunities; (xii) the enforceability of Mobilewalla’s intellectual\nproperty, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches of\ndata security; (xiii) the risk that Mobilewalla may never achieve or sustain profitability; (xiv) changes in the competitive and regulated\nindustries in which Mobilewalla operates, variations in operating performance across competitors, changes in laws and regulations affecting\nMobilewalla’s business and changes in the combined capital structure, and (xv) other risks and uncertainties set forth in the section\nentitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in SPACSphere’s Annual Reports\non 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\nand other documents filed, or to be filed with the SEC by SPACSphere, including the Registration Statement. The foregoing list of factors\nis not exhaustive. There may be additional risks that neither SPACSphere nor Mobilewalla presently know or that SPACSphere nor Mobilewalla\ncurrently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.\nYou should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the definitive proxy\nstatement to be filed by SPACSphere with the SEC, including those under “Risk Factors” therein, and other documents filed\nby SPACSphere from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause\nactual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak\nonly as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SPACSphere and Mobilewalla\nassume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a\nresult of new information, future events, or otherwise. Neither SPACSphere nor Mobilewalla gives any assurance that either SPACSphere\nor Mobilewalla will achieve its expectations.\n\n \n\n7"}