SPACSphere Acquisition Corp-A美股招股说明书(2026-02-06版)

SPACSphere Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purposeof effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one ormore businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected anyspecific target business and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly,with any target business regarding any initial business combination with our company. This is the initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinaryshare, one-half of one redeemable warrant, and one right to receive one-fifth (1/5) of one Class A ordinary share upon theconsummation of our initial business combination. Each whole warrant entitles the holder thereof to purchase one Class A ordinaryshare at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractionalwarrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 daysafter the completion of our initial business combination, and will expire five years after the completion of our initial businesscombination or earlier upon redemption or our liquidation, as described herein. We refer to the rights included in the units as ShareRights. No fractional shares will be issued in connection with the exchange of Share Rights. As a result, you must have five ShareRights to receive one ordinary share at the closing of the initial business combination. We have also granted the underwriters, D. BoralCapital LLC (“D. Boral” or “the underwriters”), a 45-day option to purchase from the date of this prospectus up to an additional2,250,000 units to cover over-allotments, if any. Whether they vote for or against or abstain from voting on the proposed transaction, or whether they were a public shareholder onthe record date for the shareholder meeting held to approve the proposed transaction, we will provide our public shareholders with theopportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two businessdays prior to the consummation of our initial business combination, including interest not previously released to the Company (whichinterest shall be net of Permitted Withdrawals), divided by the number of then issued and outstanding Class A ordinary shares thatwere sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations describedherein. If we are unable to complete our initial business combination within 15 months from the closing of this offering or during anyExtension Period (as defined herein), we will redeem 100% of the public shares at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of PermittedWithdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstandingpublic shares, subject to applicable law and as further described herein. Under Cayman Islands law, a vote to amend our amended andrestated memorandum and articles of association to provide for an Extension Period must be approved by at least two-thirds of ourordinary shares who, being entitled to do so, attend and vote (either in person or by proxy) at a general meeting of the Company. If weseek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initialbusiness combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association willprovide that a public shareholder, acting together with any affiliate of such shareholder or any other person with whom suchshareholder is acting in concert or as a “group” (as defined under Section13 of the Exchange Act), will be restricted from redeemingits shares, without the consent of the directors, with respect to more than an aggregate of 15% of the shares sold in this offering. Table of Contents On June28, 2025, our sponsor, SPACSphere Sponsor LLC, a Delaware limited liability company, paid $25,000 to cover certainoffering costs in exchange for 5,750,000 Class B ordinary shares, which we also refer to as founder shares throughout this prospectus.Up to 750,000 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. If none of the founder shares are forfeited, the resulting purchase price would be approximately $0.004per s