SPACSphere Acquisition Corp-A 2025年度报告

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of June30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the ordinary shares of theregistrant had not been trading on Nasdaq because the Company did not complete its initial public offering until February2026, and As of March27, 2026, 18,200,849 ordinary shares, par value $0.0001 per share, of the registrant were issued and outstanding. Table of Contents PART I PART II Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity SecuritiesItem 6.ReservedItem 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.Quantitative and Qualitative Disclosures About Market RiskItem 8.Financial Statements and Supplementary DataItem 9.Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A.Controls and ProceduresItem 9B.Other Information PART III PART IV CERTAIN TERMS Unless otherwise provided in this Annual Report on Form 10-K, references to: ●“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articlesof association; ●“Class A ordinary shares” are to our Class A ordinary shares of par value $0.0001 per share; ●“Class B ordinary shares” are to our Class B ordinary shares of par value $0.0001 per share; ●“Company,” “our Company,” “we,” or “us” are to SPACSphere Acquisition Corp., a Cayman Islands exempted company; ●“Companies Act” are to the Companies Act (as revised) of the Cayman Islands as the same may be amended from time totime; ●“direct institutional investors” are to the institutional investors (none of which is affiliated with any member of ourmanagement, any other member of our sponsor, or any other investor), who directly purchased an aggregate of (i) 50,000 ofthe 279,465 private placement units purchased by the sponsor and direct institutional investors, and (ii) 137,500 of the768,529 restricted Class A ordinary shares purchased by the sponsor and direct institutional investors, at a price of $10.00 perinterest for each private placement security, in the private placement that closed simultaneously with the closing of the ●“Extension Period” refers to the up to two additional three-month periods for which our shareholders may vote by specialresolution to amend our amended and restated memorandum and articles of association to extend the period of time that we ●“founder shares” are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to theOffering, transferred to our direct institutional investors in connection with their investment, and, unless the context otherwise ●“individual non-managing sponsor members” means certain individual investors who are members of the sponsor (none ofwhich is affiliated with any member of our management, any other member of our sponsor, or any other investor), whoindirectly purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 32,000 of the ●“initial public offering,” “IPO,” or “Offering” is to our initial public offering, which was consummated on February 9, 2025. ●“initial shareholders” are to the holders of our founder shares prior to the Offering; ●“institutional non-managing sponsor members” means certain institutional investors who are members of the sponsor (noneof which is affiliated with any member of o