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.