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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported): September 25, 2026
SPARK
I ACQUISITION CORPORATION
(Exact name of registrant
as specified in its Articles)
| Cayman
Islands |
|
001-41825 |
|
87-1738866 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS. Employer
Identification No.) |
3790 El Camino Real, Unit #570
Palo Alto, CA 94306
(Address of principal
executive offices, including zip code)
Registrant’s telephone
number, including area code: (650) 353-7082
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Units, each consisting
of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
SPKLU |
|
The Nasdaq Stock Market
LLC |
| Class
A ordinary shares, par value $0.0001 par value |
|
SPKL |
|
The Nasdaq Stock Market
LLC |
| Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
SPKLW |
|
The Nasdaq Stock Market
LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement. |
As
disclosed in the definitive proxy statement filed by Spark I Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
with the U.S. Securities and Exchange Commission on August 25, 2026, relating to the Extraordinary General Meeting (as defined below),
SLG SPAC Fund LLC, a Delaware limited liability company (the “Sponsor”), agreed that if the proposal to extend the date by
which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
(an “initial business combination”) from September 29, 2026 to March 29, 2027 (the “Extended Date”)
is approved at the Extraordinary General Meeting (as defined below), it or its designee will deposit into the trust account established
in connection with the Company’s initial public offering (the “Trust Account”) as a loan, beginning on October 1,
2026, an amount equal to $0.015 per public share outstanding after redemptions (each, a “Sponsor Contribution”), up to a maximum
aggregate amount of approximately $201,304, in accordance with the adoption of the Extension Amendment (as defined below) and the implementation
of the Extension (as defined below).
In
connection with the Sponsor Contributions, the Company issued a promissory note to the Sponsor with a principal amount up to $400,000
(the “Second Extension Note”). The Second Extension Note bears no interest and is repayable in full upon the earlier of (i) the
date of the consummation of the Company’s initial business combination and (ii) the Extended Date. If the Company does not
consummate an initial business combination by the Extended Date, the Second Extension Note will be repaid only from funds held outside
of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
The
foregoing description of the Second Extension Note does not purport to be complete and is qualified in its entirety by the provisions
of the Second Extension Note, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of
a Registrant. |
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this item to the extent required.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this item to the extent
required.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information included in Item 5.07 is incorporated
by reference in this item to the extent required.
A copy of the amendment to the Articles (as defined
below) is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 25, 2026,
the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary
General Meeting, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and
Articles of Association (the “Articles”) to extend the date (the “Extension”) by which the Company must consummate
an initial business combination from September 29, 2026 to March 29, 2027 (the “Extended Date”), or an earlier date
than the Extended Date as determined by the Company’s board of directors (the “Extension Amendment”).
The following is a tabulation of the votes with
respect to the Extension Amendment, which was approved by the Company’s shareholders:
| For | |
Against | |
Abstain |
| 7,074,069 | |
57,456 | |
0 |
In addition, on September 28,
2026, the Company filed with the Cayman Islands Registrar of Companies a notice of the special resolutions amending the Articles. Under
Cayman Islands law, the amendment to the Articles took effect upon approval of the Extension Amendment.
| Item 7.01. | Regulation FD Disclosure. |
On September 29, 2026,
the Company issued a press release announcing the Additional Contribution (as defined below).
A copy of the press release
and is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated into this Current Report by reference.
The foregoing (including Exhibit 99.1)
is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed
to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the
Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed
an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
In addition to the
Sponsor Contributions, the Company will contribute a one time deposit into the Trust Account (the “Additional
Contribution”) in the amount of $0.10 per each public share not redeemed in connection with the EGM. The Additional
Contribution will occur on Monday, October 5, 2026 and will increase the per share price payable by the Company to its public
shareholders in connection with (i) any redemptions relating to the Company’s extraordinary general meeting of
shareholders held to approve the proposed business combination with ZincFive, Inc. or (ii) the Company’s liquidation,
whichever is earlier. The Additional Contribution will be in addition to the monthly Sponsor Contributions.
Any public shareholders who
have previously submitted a redemption request to the Company’s transfer agent in connection with the EGM may withdraw their redemption
request by contacting Continental no later than 5:00 p.m., Eastern time, on Friday October 2, 2026. Public shareholders who previously
submitted redemption requests who do not withdraw such requests prior to October 2, 2026 will receive the original redemption price
for their shares, which is estimated to be approximately $10.92 per share.
To withdraw redemption requests,
contact Continental at spacredemptions@continentalstock.com prior to 5:00 p.m., Eastern time, on Friday October 2, 2026.
| Item
9.01. | Financial
Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description of Exhibits |
| 3.1 |
|
Amendment to the Company’s Amended and Restated Memorandum and Articles of Association. |
| 10.1 |
|
Promissory Note, dated September 25, 2026, issued to SLG SPAC Fund LLC. |
| 99.1 |
|
Press Release, dated September 29, 2026. |
| 104 |
|
Cover Page Interactive Data File-Embedded within the inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPARK I ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/ James Rhee |
|
| Name: |
James Rhee |
|
| Title: |
Chief Executive Officer |
|
Date: September 29, 2026
Exhibit 99.1
SPARK I ACQUISITION CORPORATION ANNOUNCES ADDITIONAL CONTRIBUTION OF
$0.10 PER SHARE TO TRUST ACCOUNT FOR EXTENSION
PALO ALTO, Calif., September 29, 2026
(GLOBE NEWSWIRE) – Spark I Acquisition Corporation (the “Company”) (OTC: “SPKLF”) today announced that
it has agreed to contribute a one-time deposit into the Company’s trust account (the “Additional Contribution”) in
the amount of $0.10 per each Class A ordinary share of the Company originally included in the units sold in the Company’s
initial public offering (the “public shares”) that is not redeemed in connection with the Company’s extraordinary
general meeting of shareholders (the “EGM”) held to approve the extension of the Company’s time in which it has to
consummate its initial business combination from September 29, 2026 to March 29, 2027. The Additional Contribution will
occur on Monday October 5, 2026 and will increase the per share price payable by the Company to its public shareholders in
connection with (i) any redemptions relating to the Company’s extraordinary general meeting of shareholders held to
approve the proposed business combination with ZincFive, Inc. (“ZincFive”) or (ii) the Company’s liquidation, whichever is earlier. The
Additional Contribution will be in addition to the monthly deposits to the Company’s trust account by the Company’s
sponsor.
Any public shareholders who have previously submitted
a redemption request to Continental Stock Transfer & Trust Company, the Company’s transfer agent (“Continental”),
in connection with the EGM may withdraw their redemption request by contacting Continental no later than 5:00 p.m., Eastern time, on Friday
October 2, 2026. Public shareholders who previously submitted redemption requests who do not withdraw such requests prior to October 2,
2026 will receive the original redemption price for their shares, which is estimated to be approximately $10.92 per share.
To withdraw redemption requests, contact Continental
using the below contact information prior to 5:00 p.m., Eastern time, on Friday October 2, 2026:
SPAC Redemption Team
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Email: spacredemptions@continentalstock.com
About Spark I Acquisition Corporation
Spark I Acquisition Corporation is a special purpose
acquisition company formed by SparkLabs Group, a leading global network of startup accelerators and venture capital funds, with bases
in Korea, the United States (Silicon Valley), Taiwan, Australia, and Saudi Arabia. SparkLabs Group has been an investor in many of the
global AI ecosystem’s defining companies.
Forward-Looking Statements
This press release includes
forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts.
Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements. These forward-looking statements and factors that may cause such differences include, without limitation, its ability to complete
an initial business combination, including its business combination with ZincFive, within the required time period or, and other risks
and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (the “SEC”), including
the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 under the heading “Risk Factors”
and in other reports the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with
respect thereto or any change in events, conditions or circumstances on which any statement is based.
INVESTOR CONTACT
Spark I / SparkLabs
Group
Eunbit Jang
VP of Communications
ebjang@sparklabs.co.kr
