Spark I Acquisition Corp (SPKL) SEC Filings

Spark I Acquisition Corp. (SPKL) is pursuing a proposed business combination with battery maker ZincFive valued at about $752 million. ZincFive develops nickel‑zinc batteries aimed at short‑duration, high‑power backup for data centers, particularly those supporting AI workloads.

ZincFive reports that its revenue doubled from 2024 to 2025 and that it ended the year with a backlog of over $80 million in orders, largely from data center customers. Management describes a capital‑efficient model where about $30 million of battery investment can support roughly $150 million of annual revenue, or a revenue‑to‑CapEx ratio of about 5 to 1.

The company cites strong demand but significant working capital needs due to inventory build and long production/shipping cycles from its China facilities. Proceeds from the SPAC transaction and an already negotiated $100 million PIPE are expected to support a planned U.S. manufacturing facility, fund working capital to fulfill large purchase orders, and finance new product development for AI‑related data center power architectures.

Spark I Acquisition Corp (SPKL) is calling an extraordinary general meeting on September 25, 2026 to ask shareholders to extend its deadline to complete an initial business combination from September 29, 2026 to March 29, 2027 (the “Extension Proposal”). A related Adjournment Proposal would allow postponing the meeting if more time is needed to solicit votes.

The main purpose of the extension is to allow completion of the proposed business combination with ZincFive, Inc. If the extension is approved and implemented, the sponsor will make monthly “Second Extension Contributions” of $0.015 per Class A share from October 1, 2026 through the extended deadline, up to $825,000, via a non‑interest‑bearing promissory note repaid only if a business combination closes.

Public shareholders may elect to redeem their Class A ordinary shares for cash from the Trust Account in connection with the Extension regardless of how they vote, and will retain redemption and voting rights for the future business combination. If the Extension is not approved and no deal is completed by September 29, 2026, Spark will redeem all public shares and liquidate, leaving the warrants worthless. The record date for voting is August 19, 2026, when 8,658,791 ordinary shares were outstanding.

Spark I Acquisition Corporation, a SPAC, reported a net loss of $1,745,084 for the six months ended June 30, 2026, versus income a year earlier, as operating and formation expenses rose and interest income on its smaller trust balance declined. Cash outside the trust was $401,642 with a working capital deficit of $6,048,479.

After July 2025 redemptions of 7,763,287 Class A shares for about $84.8 million, approximately $24.4 million remained in the trust; trust investments totaled $25,813,648 at June 30, 2026 backing 2,236,713 redeemable Class A shares. The sponsor has provided a $1.9 million convertible note and a $2.5 million non-convertible note to fund costs.

The company entered into a Merger Agreement with ZincFive, Inc. and plans to domesticate to Delaware and rename as ZincFive, Inc., supported by a committed $106.5 million Series A preferred stock investment at Closing. Management discloses that limited liquidity, reliance on sponsor financing, and the requirement to complete a business combination by September 29, 2026 raise substantial doubt about its ability to continue as a going concern.

AQR Capital Management and affiliated entities report beneficial ownership of 437,689 Class A ordinary shares of Spark I Acquisition Corp, representing 7.02% of the class as of June 30, 2026. The group holds no sole voting or dispositive power, but shares voting and dispositive power over these shares.

AQR Global Alternative Investment Offshore Fund, L.P., a Cayman Islands entity, is reported as beneficial owner of 359,806 shares, or 5.77% of the class, with its investment manager and general partner entities (including AQR Capital Management, LLC and AQR Capital Management GP Ltd.) sharing voting and dispositive authority.

ZincFive, Inc. and Spark I Acquisition Corporation announced the confidential submission of a draft Form S-4 Registration Statement to the SEC for their previously announced business combination. This filing is a key procedural step toward completing the transaction, which is expected to result in ZincFive becoming a publicly traded company.

The closing of the Business Combination is expected in the fourth quarter of 2026, subject to Spark I shareholder approval, SEC effectiveness of the Registration Statement, and other customary closing conditions. The communication also outlines extensive forward-looking statement disclaimers, risk factors references, and explains that detailed terms will be provided in a proxy statement/prospectus once the Registration Statement is declared effective.

Mizuho Financial Group, Inc., a Japan-based parent holding company, filed an amended Schedule 13G reporting its beneficial ownership in Spark I Acquisition Corporation common shares. Mizuho reports beneficial ownership of 10,287 common shares, representing 0.2% of the class. It has sole voting power and sole dispositive power over all 10,287 shares, with no shared voting or dispositive power. The shares are directly held by Mizuho Securities USA LLC, and Mizuho Financial Group, Inc., Mizuho Bank, Ltd., and Mizuho Americas LLC may be deemed indirect beneficial owners through this wholly owned subsidiary. The filing confirms ownership of 5% or less of the class.

Spark I Acquisition Corporation outlines its proposed business combination with ZincFive, a maker of nickel‑zinc batteries focused on high‑power, short‑duration applications. ZincFive positions its chemistry as safer than lithium, with no thermal runaway risk, very low impedance and high power density, targeting data center backup, AI power “pulsing,” generator starting and traffic signals.

ZincFive reports more than 2 gigawatts of product deployed or under contract across North America and Europe and says annual manufacturing capacity in China is about 2–2.25 gigawatts, supporting roughly $200 million of revenue. A planned U.S. plant would add about 1 gigawatt and $150 million of capacity, lifting total capacity toward 3 gigawatts. Management says revenue is crossing the $100 million range and cites average selling prices of $100,000–$150,000 per megawatt for data center backup systems, with batteries warranted for 10 years. They estimate their core data center opportunity at roughly $8–$10 billion and emphasize that going public and adding U.S. manufacturing are intended to strengthen the balance sheet, diversify supply away from China and improve credibility with large customers. The communication also includes extensive forward‑looking statement and proxy‑solicitation disclosures.

Spark I Acquisition Corporation and ZincFive described key employee equity effects of their proposed business combination. The Merger Agreement sets ZincFive's Equity Value at $600,000,000 and uses a $10.00 per-share reference price to calculate merger consideration. Outstanding ZincFive options and shares will convert into Public Company awards using an exchange ratio (currently estimated at 40:1), with per-option share counts and strike prices adjusted accordingly.

Employees cannot exercise Public Company options until shares are registered on a Form S-8 (the earliest filing allowed is 60 days after Closing). Lock-up restrictions apply: most stockholders face a resale lock-up tied to a resale registration statement effectiveness and a 180-day period, while officers, directors and affiliates face a 12-month lock-up; a VWAP-based early release at $12.00 for specified trading days is described. Additional operational details cover pre-Closing exercise rights, a planned RSU grant, and standard forward-looking risk disclosures.

Spark I Acquisition Corporation and ZincFive disclosed a planned business combination governed by a Merger Agreement dated June 11, 2026. The companies say they will file a Registration Statement on Form S-4 and a proxy statement/prospectus with the SEC; the definitive proxy/prospectus will be mailed after the Registration Statement is declared effective. The communication includes customary forward-looking statements and risk-factor warnings and encourages SPKL and ZincFive security holders to read the proxy statement/prospectus and related SEC filings carefully before voting.