SPACSphere entered a Business Combination Agreement dated May 29, 2026 with Mobilewalla Holdco via merger of Merger Sub into Mobilewalla, with domestication to Delaware and rename to COVARIATE, INC. Mobilewalla common converts at Closing to New SPACSphere common at Exchange Ratio of 25,000,000 divided by Company Fully Diluted Capital Stock; options roll to exchanged options. Close path now runs through S-4 effectiveness, SPAC and target shareholder approvals, Nasdaq listing of new common and warrants, and customary bring-down/MAE conditions; parties will use commercially reasonable efforts on a PIPE and Mobilewalla is to take a senior Avenue Capital loan of not less than $10,000,000 concurrent with Closing. No trust, redemption, or net-cash figures are stated in the filing. Rights remain 1/5 share into new common at Closing per the rights agreement.

Conversion 1/5