Spark I Acquisition Corp. (SPKL) faces Nasdaq notice over missed annual shareholder meeting

Rhea-AI Filing Summary

Spark I Acquisition Corp. received a Nasdaq notice on January 27, 2026 stating it is not in compliance with Nasdaq Listing Rule 5620(a), which requires a company to hold an annual shareholder meeting within twelve months of its fiscal year end. The notice does not immediately affect the listing or trading of its securities. Spark I has until March 13, 2026 to submit a plan to regain compliance, and Nasdaq may grant an extension to June 29, 2026 for the company to hold its annual meeting. The company plans to submit a compliance plan and hold the annual meeting within the allowed period, but there is no assurance Nasdaq will accept the plan or grant an extension, and any denial could be appealed to a Nasdaq Hearings Panel.

Insights

Equity & Listing Standards Analyst

Nasdaq has flagged Spark I for missing its required annual shareholder meeting, starting a defined cure timeline.

The notice centers on Nasdaq Listing Rule 5620(a), which requires an annual shareholder meeting within twelve months of fiscal year end. Spark I Acquisition Corp. has not met this requirement, triggering a deficiency notice but no immediate trading suspension or delisting.

Under Nasdaq Listing Rule 5810(c)(2)(G), Spark I has until March 13, 2026 to submit a plan to regain compliance. Nasdaq may, at its discretion, allow up to June 29, 2026 for the company to actually hold the annual meeting and cure the deficiency.

The company states it intends to submit a compliance plan and hold the meeting within the permitted period, but explicitly notes there is no assurance Nasdaq will accept the plan or grant an extension. If the plan is rejected, Spark I may appeal to a Nasdaq Hearings Panel, so the ultimate outcome will depend on Nasdaq’s response and the company’s execution.

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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): January 30, 2026

SPARK I ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

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)

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
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		SPKLW		The Nasdaq Stock Market LLC

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))

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 27, 2026, Spark I Acquisition Corp. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5620(a), which requires companies listed on Nasdaq to hold an annual meeting of shareholders within twelve months of the end of the company’s fiscal year.

The Notice has no immediate effect on the listing or trading of the Company’s securities on Nasdaq. Pursuant to Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days, or until March 13, 2026, to submit a plan to regain compliance with Nasdaq Listing Rule 5620(a). If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the Company's fiscal year end, or until June 29, 2026, to regain compliance by holding an annual meeting of shareholders.

The Company intends to submit a compliance plan to Nasdaq within the required timeframe and to hold its annual meeting of shareholders within the compliance period.

There can be no assurance that Nasdaq will accept the Company’s compliance plan or grant any extension, or that the Company will be able to regain compliance within any extension period that may be granted. If the Company’s plan is not accepted, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

This Current Report on Form 8-K is being filed in accordance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification from Nasdaq.

SIGNATURE

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 CORP.

Date: January 30, 2026

By:	/s/ James Rhee
Name:	James Rhee
Title:	Chief Executive Officer

FAQ

Why did Spark I Acquisition Corp. (SPKL) receive a Nasdaq deficiency notice?

Spark I Acquisition Corp. received a Nasdaq deficiency notice for failing to comply with Listing Rule 5620(a), which requires holding an annual shareholder meeting within twelve months of fiscal year end. The notice triggers a cure process but does not immediately affect trading of its securities.

Does the Nasdaq notice immediately affect SPKL stock or its Nasdaq listing?

The Nasdaq notice has no immediate effect on Spark I Acquisition Corp.’s listing or trading. The company’s securities continue trading on Nasdaq while it prepares a compliance plan and attempts to regain compliance within the allowed timeframe.

What deadlines has Nasdaq given Spark I Acquisition Corp. to regain compliance?

Nasdaq has given Spark I Acquisition Corp. until March 13, 2026 to submit a plan to regain compliance. If accepted, Nasdaq may extend the deadline to June 29, 2026 for the company to hold its required annual shareholder meeting.

How does Spark I Acquisition Corp. plan to address the Nasdaq noncompliance notice?

Spark I Acquisition Corp. states it intends to submit a compliance plan to Nasdaq within the required period and to hold its annual shareholder meeting within the potential compliance window. The company emphasizes there is no guarantee Nasdaq will accept the plan or grant an extension.

What happens if Nasdaq rejects Spark I Acquisition Corp.’s compliance plan?

If Nasdaq does not accept Spark I Acquisition Corp.’s compliance plan, the company will have the opportunity to appeal to a Nasdaq Hearings Panel. Any further listing actions would depend on that process and Spark I’s subsequent steps to address the deficiency.

Which specific Nasdaq rule is Spark I Acquisition Corp. not complying with?

Spark I Acquisition Corp. is not in compliance with Nasdaq Listing Rule 5620(a). This rule requires listed companies to hold an annual meeting of shareholders within twelve months of the end of their fiscal year, a requirement the company has not yet met.