SPACSphere Acquisition (SSAC) risk factors, FY2025 10-K

SPACSphere Acquisition's FY2025 10-K, filed Mar 27, 2026, lists 60 risk factors. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

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Risk factors listed
600 groups
Section length
26k wordsItem 1A

SPACSphere Acquisition's biggest risks in the FY2025 10-K

  • The company is a newly formed blank check entity focusing on completing an initial business combination.

The risks most specific to SPACSphere Acquisition

  • Results of Operations and Known Trends or Future Events

    We have neither engaged in any operations nor generated any revenues to date.

  • Liquidity and Capital Resources

    On February 9, 2026, we consummated an initial public offering of 17,250,000 public units.

  • Simultaneously with the consummation of the IPO, the Company consummated the private placement with the sponsor and direct institutional investors of an aggregate of (a) 279,465 private placement units and (b) 768,529 restricted Class A ordinary shares, generating gross proceeds to the Company of $2,794,650

    A total of $172,500,000 from the net proceeds was placed in a trust account maintained by Odyssey Transfer and Trust Company.

  • Administrative Services Agreement

    We have agreed to pay our sponsor $10,000 per month for general and administrative services.

  • Substantial Doubt About the Company’s Ability to Continue as a Going Concern

    The company has incurred and expects to continue to incur significant costs and lacks the liquidity to sustain operations.

  • Transaction costs amounted to $14,280,684, consisting of $1,293,750 of cash underwriting fee (net of $2,156,250 underwriters’ reimbursement), $12,075,000 of deferred underwriting fee, and $911,934 of other offering costs

    Transaction costs amounted to $14,280,684, consisting of underwriting fees and other offering costs.

  • Note 1 — Description of Organization and Business Operations (cont.)

    Our Business Combination must be with one or more target businesses with a fair market value equal to at least 80% of the Trust Account net balance.

All 60 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Results of Operations and Known Trends or Future Events
  2. 02Liquidity and Capital Resources
  3. 03Simultaneously with the consummation of the IPO, the Company consummated the private placement with the sponsor and direct institutional investors of an aggregate of (a) 279,465 private placement units and (b) 768,529 restricted Class A ordinary shares, generating gross proceeds to the Company of $2,794,650
  4. 04Off-Balance Sheet Arrangements
  5. 05Administrative Services Agreement
  6. 06Critical Accounting Estimates
  7. 07Item 9A. Controls and Procedures
  8. 08Evaluation of Disclosure Controls and Procedures
  9. 09Management’s Report on Internal Controls Over Financial Reporting
  10. 10Changes in Internal Control over Financial Reporting
  11. 11Magnus Ryde 70 Independent Director
  12. 12Number, Terms of Office and Election of Executive Officers and Directors
  13. 13Section 16(a) Beneficial Ownership Reporting Compliance
  14. 14Committees of the Board of Directors
  15. 15Limitation on Liability and Indemnification of Officers and Directors
  16. 16The conflicts described above may not be resolved in our favor
  17. 17Redwoods Climate Capital LLC Managing Director
  18. 18Compensation of our Executive Officers and Directors
  19. 19Compensation Committee Interlocks and Insider Participation
  20. 20We have no compensation plans under which equity securities are authorized for issuance
  21. 21Harraden Circle Investments, LLC(5) 1,579,032 8.7 %
  22. 22(2) Interests shown consist of (a) 631,029 restricted Class A ordinary shares and (b) 5,250,000 founder shares, classified as Class B ordinary shares
  23. 23We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed below were not reviewed, approved or ratified in accordance with any such policy
  24. 24The number of founder shares was determined based on the expectation that the founder shares would represent 25% of the aggregate of our issued and outstanding ordinary shares after the initial public offering (excluding the private placement shares)
  25. 25Item 14. Principal Accounting Fees and Services
  26. 26Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors
  27. 27Item 15. Exhibits, Financial Statement Schedules
  28. 28Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2
  29. 29Opinion on the Financial Statements
  30. 30Substantial Doubt About the Company’s Ability to Continue as a Going Concern
  31. 31Total Liabilities and Shareholder’s Deficit $ 594,065
  32. 32Loss from operations (110,502 )
  33. 33Basic and diluted net loss per share, Class B ordinary shares $ (0.02 )
  34. 34Balance — December 31, 2025 - $ - 5,750,000 $ 575 $ 24,425 $ (110,178 ) $ (85,178 )
  35. 35FOR THE PERIOD FROM JUNE 18, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
  36. 36Net cash used in operating activities (37,431 )
  37. 37Cash equivalents – End of period $ 6,081
  38. 38Note 1 — Description of Organization and Business Operations
  39. 39Transaction costs amounted to $14,280,684, consisting of $1,293,750 of cash underwriting fee (net of $2,156,250 underwriters’ reimbursement), $12,075,000 of deferred underwriting fee, and $911,934 of other offering costs
  40. 40Note 1 — Description of Organization and Business Operations (cont.)
  41. 41As of December 31, 2025, the Company had $6,081 in cash equivalents and $673,162 in working capital deficit
  42. 42Cash and Cash Equivalents
  43. 43Concentration of Credit Risk
  44. 44Fair Value of Financial Instruments
  45. 45Note 2 — Summary of Significant Accounting Policies (cont.)
  46. 46Net Loss per Ordinary Share
  47. 47Recent Accounting Pronouncements
  48. 48Simultaneously with the closing of the Initial Public Offering, the Sponsor and direct institutional investors purchased (a) 279,465 Private Placement Units and (b) 768,529 Restricted Class A Ordinary Shares, for an aggregate purchase price of $2,794,650 in Private Placement
  49. 49Promissory Note — Related Party
  50. 50Note 5 — Private Placement Units; Restricted Class A Ordinary Shares
  51. 51Note 5 — Private Placement Units; Restricted Class A Ordinary Shares (cont.)
  52. 52Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A Ordinary Shares with a par value of $0.0001 per share. As of December 31, 2025, there were no Class A Ordinary Shares issued and outstanding
  53. 53Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law
  54. 54Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00
  55. 55Note 7 — Shareholder’s Deficit (cont.)
  56. 56Note 8 — Segment Information (cont.)
  57. 57General and administrative expenses $ 110,502
  58. 58Note 9 — Subsequent Events
  59. 59On February 9, 2026, the Company consummated its Initial Public Offering of 17,250,000 Units at $10.00 per Unit, which includes the full exercise of the underwriters’ over-allotment option of 2,250,000, generating gross proceeds to the Company of $172,500,000
  60. 60Following the closing of the Initial Public Offering, on February 9, 2026, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Securities, was held in a Trust Account

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.