ZincFive to go public via Spark I (NASDAQ: SPKL) merger and $106.5M preferred raise
Rhea-AI Filing Summary
Spark I Acquisition Corporation agreed to merge with ZincFive, Inc., taking the nickel‑zinc battery maker public in a SPAC business combination. The deal assigns ZincFive an equity value of $600 million, with a separate press release citing a pro forma enterprise value of about $752 million. Spark I will domesticate from Cayman to Delaware and be renamed New ZincFive, Inc., with all SPAC shares, warrants and units converting into New ZincFive equity.
ZincFive shareholders will roll their interests into New ZincFive and receive common stock based on an exchange ratio derived from the $600 million equity value. Concurrently, institutional investors agreed to purchase 10,441,174 shares of New ZincFive 12.0% Series A Cumulative Convertible Preferred Stock plus matching common stock warrants for total proceeds of $106.5 million. The preferred carries a 12% in‑kind or 10% cash dividend, strong protective rights and is convertible at an initial $12.00 price.
Closing is targeted for the second half of 2026, subject to shareholder approvals, a minimum $100 million “Available Closing Cash” condition, effectiveness of a Form S‑4 registration statement, domestication, and stock exchange listing of New ZincFive. Sponsor and company support agreements, lock‑ups and an amended registration rights agreement align insiders and key holders to back the transaction and govern future share sales.
Positive
- Transformative business combination: Spark I signs a definitive merger with ZincFive at a stated $600 million equity value and about $752 million pro forma enterprise value, giving the SPAC a clearly defined target in a large, growing data center power market.
- Anchored capital structure: The transaction includes a $106.5 million Series A preferred equity investment and a $100 million minimum Available Closing Cash condition, providing a committed funding base to support ZincFive’s growth and U.S. manufacturing plans.
Negative
- Costly preferred layer with strong rights: The 12.0% cumulative Series A preferred stock (10% if dividends are paid in cash) and its extensive protective provisions, redemption rights, and attached warrants create a relatively expensive, senior capital stack ahead of common shareholders.
Insights
SPKL secures a defined ZincFive deal with sizable structured capital.
The agreement transforms Spark I from a cash shell into a pending combination with ZincFive, a growth‑stage power solutions company valued at $600 million equity and about $752 million pro forma enterprise value. This is the pivotal event for a SPAC’s lifecycle.
Financing is anchored by a $106.5 million issuance of 12.0% Series A Cumulative Convertible Preferred Stock, plus matching warrants and a minimum $100 million Available Closing Cash condition. Dividends up to 12%, robust protective provisions, and staged call/put rights make this an investor‑friendly but relatively expensive layer of capital.
Sponsor forfeitures of millions of shares and warrants, long lock‑ups, and enhanced registration rights help align insiders with public holders and manage post‑closing supply. Actual impact on common equity will depend on redemptions, incremental financing and future conversion of preferred and warrants, which will be detailed further in the planned Form S‑4 proxy/prospectus for the targeted 2H 2026 closing.
8-K Event Classification
Key Figures
Key Terms
Business Combination financial
Domestication regulatory
Exchange Ratio financial
12.0% Series A Cumulative Convertible Preferred Stock financial
Available Closing Cash financial
A&R Registration Rights Agreement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
Merger Agreement
On June 11, 2026 (the “Signing Date”), Spark I Acquisition Corporation, a Cayman Islands exempted company (which shall transfer by way of continuation to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“SPKL”), entered into an Agreement and Plan of Merger and Reorganization (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among SPKL, Spark I Acquisition Corporation Sub I Inc., a Delaware corporation (“Merger Sub I”), Spark I Acquisition Corporation Sub II LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and ZincFive, Inc., a Delaware corporation (“ZincFive”). The transactions contemplated by the Merger Agreement are referred to as the “Business Combination.” SPKL, Merger Sub I, Merger Sub II and ZincFive are each individually referred to as a “Party” and, collectively, as the “Parties.” In connection with the Closing, SPKL will change its name to “ZincFive, Inc.”
The Merger Agreement and the Business Combination were unanimously approved by the boards of directors of each of SPKL, Merger Sub I and ZincFive and by the managing member of Merger Sub II.
The Business Combination is expected to close in the second half of 2026 following the receipt of the required approval of SPKL’s shareholders and the fulfillment of other customary closing conditions that are set forth in the Merger Agreement.
The Domestication
Subject to obtaining the required shareholder approvals and at least one day prior to the time of the closing of the Business Combination (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), SPKL will deregister as a Cayman Islands exempted company and transfer by way of continuation to and domesticate as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and such company after the Domestication, “New ZincFive”). In connection with the Domestication, SPKL will file with the Secretary of State of the State of Delaware a certificate of incorporation (the “Charter”), which sets forth the rights and preferences of the equity interests of New ZincFive, and adopt bylaws (the “Bylaws”) of New ZincFive.
Immediately prior to the Domestication, each of the holders of the then issued and outstanding Class B ordinary shares of SPKL, par value $0.0001 per share (each, a “Cayman Class B Share”), will cause each Cayman Class B Share to be converted, on a one-for-one basis, into a Class A ordinary share of SPKL, par value $0.0001 per share (each, a “Cayman Class A Share”). In connection with the Domestication: (i) each of the then issued and outstanding Cayman Class A Shares will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of New ZincFive (the “New ZincFive Common Stock”); (ii) each of the then issued and outstanding warrants representing the right to purchase one Cayman Class A Share (each, a “Cayman Purchaser Warrant”) will convert automatically into a warrant to acquire one share of New ZincFive Common Stock pursuant to the related warrant agreement (each warrant, a “New ZincFive Warrant”); and (iii) each of the then issued and outstanding units of SPKL will be canceled and each holder thereof will be entitled to one share of New ZincFive Common Stock and one-half of one New ZincFive Warrant. The conversion of the (w) Cayman Class B Shares to Cayman Class A Shares, (x) Cayman Class A Shares to New ZincFive Common Stock, (y) Cayman Purchaser Warrants to New ZincFive Warrants and (z) units of SPKL to New ZincFive Common Stock and New ZincFive Warrants are collectively referred to as the “Delaware Conversion.”
The Business Combination and Consideration
In connection with the Business Combination, (i) Merger Sub I will merge with and into ZincFive, with ZincFive continuing as the surviving corporation (the “Surviving Corporation”) in such merger (the “First Merger”), and (ii) immediately following the First Merger, the Surviving Corporation will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Surviving Entity”) in such merger (the “Second Merger” and together with the First Merger, the “Mergers”).
The aggregate value ascribed to ZincFive in respect of the Business Combination is equal to $600,000,000 (the “Equity Value”). The Equity Value will be used to calculate the Exchange Ratio (as defined below). Each outstanding share of common stock of ZincFive (“ZincFive Common Stock”), subject to certain exceptions set forth in the Merger Agreement, will be cancelled and converted into the right to receive consideration as a result of the Mergers in the form of shares of New ZincFive Common Stock based on the Exchange Ratio, which entitles the holder to one vote per share in matters submitted to the stockholders of New ZincFive for approval. The “Exchange Ratio” will be equal to (i) the Per Common Share Equity Value divided by (ii) $10.00, where the “Per Common Share Equity Value” is the quotient obtained by dividing the (x) sum of (A) the Equity Value minus (B) the Aggregate Series F Preference Amount (as defined in the Merger Agreement) plus (C) the aggregate exercise price of all outstanding options to purchase shares of ZincFive (“ZincFive Options”) (whether vested or unvested) plus (D) the aggregate exercise price of all outstanding and unexercised warrants to acquire shares of capital stock of preferred stock of ZincFive (“ZincFive Preferred Stock”) or ZincFive Common Stock(“ZincFive Warrants”) by (y) the sum of (A) the total number of shares of ZincFive Common Stock outstanding as of immediately prior to the First Merger (after giving effect to the conversion of certain shares of ZincFive Preferred Stock into shares of ZincFive Common Stock, in accordance with their terms, prior to the Closing), (B) the total number of shares of ZincFive Common Stock issuable in respect of all ZincFive Options (whether vested or unvested) and (C) the total number of shares of ZincFive Common Stock issuable upon vesting of all outstanding restricted stock units in respect of ZincFive Common Stock (“ZincFive Restricted Stock Units”) (whether vested or unvested) in each case, to the extent outstanding as of immediately prior to the First Merger.
Each share of Series F Preferred Stock, Series F-1 Preferred Stock, Series F-2 Preferred Stock, Series F-3-A Preferred Stock, Series F-3-B Preferred Stock, Series F-3-C Preferred Stock, Series F-3-D Preferred Stock and Series F-3-W Preferred Stock of ZincFive (collectively, “ZincFive Series F Stock”) will be automatically surrendered and retired, and each holder of shares of ZincFive Series F Stock will receive a number of shares of New ZincFive Common Stock equal to (a) such holder’s aggregate Series F Preferred Liquidation Amounts (as defined in the Merger Agreement) divided by (b) $10.00, subject to rounding.
Each ZincFive Warrant outstanding as of immediately prior to the Mergers shall expire or be exercised for the applicable number of shares of ZincFive Preferred Stock or ZincFive Common Stock, and such shares shall be canceled and converted into the right to receive the applicable consideration in respect of such shares of ZincFive Preferred Stock or ZincFive Common Stock pursuant to the terms of the Merger Agreement.
Pursuant to the Merger Agreement, SPKL will contribute to ZincFive an amount in cash (the “Available Closing Cash”) equal to the sum of: (a) all amounts in the trust account (after reduction for the aggregate amount of payments required to be made in connection with the SPKL stockholder redemptions but before (i) payment of any transaction expenses of SPKL or ZincFive in connection with the Business Combination and (ii) repayment of loans from SLG SPAC Fund LLC, a Delaware limited liability company (“Sponsor”), to SPKL, if any), plus (b) the net proceeds of any incremental financing raised by SPKL or ZincFive in connection with the Business Combination, including any amounts raised or funded in connection with the Series A Preferred Stock Investments (as defined below). For the avoidance of doubt, the Available Closing Cash will exclude any cash and cash equivalents on the balance sheet or otherwise in the bank accounts of ZincFive.
Treatment of Equity Awards of ZincFive
As a result of the Mergers, all vested and unvested ZincFive Options outstanding as of immediately prior to the Mergers will be assumed by New ZincFive and become options to purchase shares of New ZincFive Common Stock on the same terms and conditions (including applicable vesting, exercise, termination and expiration provisions) as are in effect with respect to such ZincFive Option immediately prior to the Mergers (each, an “Exchanged Option”). Each Exchanged Option will represent the right to acquire the whole number of shares of New ZincFive Common Stock equal to the product of the number of shares of ZincFive Common Stock that were subject to such ZincFive Option immediately prior to the Mergers multiplied by the Exchange Ratio, and such Exchanged Option’s per-share exercise price will be equal to the quotient of the exercise price per share of ZincFive Common Stock immediately prior to the Mergers divided by the Exchange Ratio, subject to rounding.
As a result of the Mergers, all ZincFive Restricted Stock Units outstanding as of immediately prior to the Mergers will be converted into a restricted stock unit in respect of shares of New ZincFive Common Stock, on the same terms and conditions as are in effect with respect to each such ZincFive Restricted Stock Unit (including with respect to vesting, termination and settlement-related provisions) (each, an “Exchanged Restricted Stock Unit”). Each Exchanged Restricted Stock Unit will represent the right to be issued a number of shares of New ZincFive Common Stock equal to the product of the number of ZincFive Restricted Stock Units multiplied by the Exchange Ratio, subject to rounding.
Governance
The Parties have agreed to take all necessary action, including causing the current directors of SPKL to resign, so that effective at the Closing, the board of directors of New ZincFive (the “New ZincFive Board”) will consist of seven directors, which will include (a) the Chief Executive Officer of ZincFive and (b) such other individuals as determined by ZincFive, in consultation with the Sponsor in good faith, provided that the citizenship of the members of the board will be such that New ZincFive will be free of foreign ownership, control or domination, in each case as designated by such persons prior to the initial filing of the Registration Statement (as defined below) with the U.S. Securities and Exchange Commission (the “SEC”).
Representations and Warranties; Covenants
The Parties have made customary representations, warranties, and covenants in the Merger Agreement, including, among others, customary covenants with respect to the conduct of SPKL and ZincFive prior to the Closing Date. In addition, SPKL has agreed, subject to shareholder approval, to adopt an equity incentive plan and employee stock purchase plan prior to the Closing Date, each as described in the Merger Agreement.
In connection with the foregoing, SPKL, through its board of directors, will recommend to SPKL’s shareholders the approval of the SPKL Stockholder Matters (as defined below). Notwithstanding the foregoing, the board of directors of SPKL will not (and no committee or subgroup thereof will) for any reason change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation to SPKL’s shareholders that they vote in favor of the SPKL Stockholder Matters (a “Modification of Recommendation”) except as required by applicable laws. SPKL’s obligations to establish a record date for, duly call, give notice of, convene and hold an extraordinary general meeting of SPKL’s shareholders will not be affected by any intervening event or circumstance.
Conditions to Each Party’s Obligations
The obligations of SPKL and ZincFive to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions. Without limiting the generality of the foregoing, such closing conditions include: (i) the adoption or approval, as applicable, by SPKL’s shareholders (the “SPKL Stockholder Matters”) of: (A) the Merger Agreement and the Business Combination in accordance with applicable law and exchange rules and regulations; (B) the Domestication; (C) the Charter and the Bylaws; (D) approval of the issuance of shares of New ZincFive Common Stock as required by the listing rules of the applicable stock exchange; (E) the adoption by SPKL of the Equity Plans (as defined in the Merger Agreement); (F) the election of members of the New ZincFive Board (in the form of an advisory vote, with the directors being elected by written resolution of the holders of the Cayman Class B Shares in accordance with the SPKL’s organizational documents); (G) the amendment of SPKL’s organizational documents, effective immediately prior to the Closing, to remove references to the $5,000,000 net tangible assets requirements set forth in SPKL’s organizational documents; (H) any other proposals as the SEC (or staff members of the SEC) may indicate are necessary in its comments to the proxy statement included in the registration statement on Form S-4 to be filed by SPKL and ZincFive related to the Business Combination (the “Registration Statement”) or any related correspondence; (I) any proposals the Parties agree are necessary or desirable to consummate the Business Combination, and (J) adjournment of the special meeting, if necessary, to permit further solicitation of the proxies because there are not sufficient votes to approve and adopt any of the foregoing; (ii) the receipt of the requisite consent of the stockholders of ZincFive; (iii) any applicable waiting period or any extension of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (and the rules and regulations promulgated under such Act) in respect of the Business Combination being expired or earlier terminated without the imposition of burdensome conditions; (iv) the Registration Statement becoming effective; (v) SPKL having filed with the applicable stock exchange an application or supplemental listing application for the listing of the New ZincFive Common Stock, and such shares of New ZincFive Common Stock having been approved for listing, subject to official notice of issuance; (vi) the accuracy of the representations and warranties of each Party and the performance of the covenants and agreements of the Parties subject, in each case, to customary standards; (vii) the completion of the Domestication; (viii) the Available Closing Cash not being less than $100,000,000; and (ix) approval by the SPKL shareholders to extend the time SPKL has to consummate an initial business combination pursuant to the terms of the SPKL organizational documents.
Termination
The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing. Without limiting the generality of the foregoing, such circumstances include (i) by mutual written consent of SPKL and ZincFive; (ii) by SPKL or ZincFive if the Closing has not occurred on or before June 11, 2027; (iii) by ZincFive, if there is a breach of any representation, warranty, covenant or agreement on the party of any SPAC Party (as defined in the Merger Agreement) such that the closing conditions with respect to accuracy of representations and warranties and performance of covenants and agreements would not be satisfied at Closing, subject to a customary cure period; (iv) by SPKL, if there is a breach of any representation, warranty, covenant or agreement on the party of ZincFive such that the closing conditions with respect to accuracy of representations and warranties and performance of covenants and agreements would not be satisfied at Closing, subject to a customary cure period; (v) by ZincFive, if at any time prior to the receipt of SPKL Stockholder Matters, the board of directors of SPKL has made a Modification of Recommendation; (vi) by ZincFive if the approval of the SPKL Stockholder Matters is not obtained by SPKL after the conclusion of the special meeting of the SPKL shareholders held for the purpose of voting on the SPKL Stockholder Matters; and (vii) by SPKL if the approval of ZincFive’s stockholders is not obtained by ZincFive within 48 hours following the date the Registration Statement has been declared effective by the SEC and the prospectus thereto has been filed and distributed. The right to terminate if the approval of ZincFive’s stockholders is not obtained in accordance with the prior sentence will expire upon the delivery of the approval of ZincFive’s stockholders.
The foregoing description of the Merger Agreement, the Business Combination and the related transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated by reference in this Current Report on Form 8-K. The Merger Agreement contains representations, warranties and covenants that the Parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the Parties and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about SPKL or ZincFive. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the Parties, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the Parties instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions of such representations, warranties, covenants and agreements, as characterizations of the actual state of facts or condition of any Party. In addition, the representations, warranties, covenants and agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in SPKL’s public disclosures.
Sponsor Agreement
Concurrently with the execution of the Merger Agreement, SPKL entered into the Sponsor Agreement (the “Sponsor Agreement”) with ZincFive, the Sponsor, certain stockholders of SPKL (together with the Sponsor, the “Insiders”) and, solely for purposes of the Letter Agreement Amendment (as defined below), Ho Min (Jimmy) Kim, Chief Financial Officer of SPKL (the “Non-Shareholder Insider”). Under the terms of the Sponsor Agreement, the Insiders agreed to, among other things: (i) vote in favor of adoption of the SPKL Stockholder Matters; (ii) vote against any Acquisition Transaction (as defined in the Merger Agreement) and any merger agreement or merger other than the Merger Agreement and the Business Combination; (iii) vote against any change in the business, management or board of directors of SPKL (other than in connection with the SPKL Stockholder Matters or pursuant to the Merger Agreement or ancillary agreements); and (iv) vote against any proposal, action or agreement that would: (A) impede, interfere, frustrate, prevent or nullify any provision of the Sponsor Agreement, the Merger Agreement or the Business Combination; (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of SPKL under the Merger Agreement; (C) result in any of the closing conditions of the Merger Agreement not being fulfilled; (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor in the Sponsor Agreement; or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, SPKL. Each officer and director of SPKL previously entered into a letter agreement with SPKL in connection with SPKL’s initial public offering, pursuant to which they agreed to vote any SPKL ordinary shares held by them in favor of the Business Combination. If at any time following the Signing Date and until the termination of the Merger Agreement, the board of directors of SPKL effect a Modification of Recommendation, then the obligations to vote or consent in accordance with the foregoing clauses (i)-(iv) will automatically be deemed to be modified such that the Sponsor will vote or provide its consent with respect to its Sponsor Securities (as defined below) in the same proportion to the votes cast or consent provided, as applicable, by the holders of the Cayman Class A Shares.
Pursuant to the Sponsor Agreement, during the period commencing on the Signing Date until the earliest of (a) termination of the Merger Agreement, (b) the liquidation of SPKL, (c) the first anniversary of the Closing Date and (d) the date upon which the volume-weighted average price (“VWAP”) of New ZincFive Common Stock equals or exceeds $12.00 per share for any twenty (20) trading days within any thirty (30) trading day period commencing any time that is one hundred eighty (180) days after the date that a registration statement (the “Resale Registration Statement”) covering the resale of Registrable Securities (as defined in the A&R Registration Rights Agreement) initially becomes effective, the Insiders will not (subject to limited and customary exceptions): (i) sell, offer to sell, contract or agree to sell, hypothecate or pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, 2,000,000 Cayman Class B Shares owned by the Insiders as of the Signing Date, the Cayman Class A Shares issued or issuable upon the Delaware Conversion with respect to such shares, and the New ZincFive Common Stock issued or issuable upon the Delaware Conversion with respect to such shares (together, the “Sponsor Securities”); (ii) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of any Sponsor Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; (iii) take any action in furtherance of any of the matters described in the foregoing clauses (i) or (ii); or (iv) publicly announce any intention to effect any transaction specified in the foregoing clauses (i) or (ii).
Pursuant to the Sponsor Agreement, but subject to the consummation of the Business Combination, the Insiders agreed to waive all anti-dilution rights with respect to the rate that the Cayman Class B Shares convert into the Cayman Class A Shares in connection with the transactions contemplated by the Merger Agreement.
In addition, pursuant to the Sponsor Agreement, (a) Sponsor may elect to convert up to $1,500,000 of the aggregate amount outstanding under any Working Capital Loans (as defined in the Merger Agreement) into Cayman Purchaser Warrants, (b) Sponsor agreed to forfeit, immediately following the Closing and subject to the occurrence of the Closing, (x) 3,500,000 shares of SPKL Common Stock, (y) 922,078 shares of SPKL Common Stock for issuance to certain of the Bridge Investors (as defined below) and (z) 1,458,400 New ZincFive Warrants for issuance to certain of the Bridge Investors, and (c) Sponsor agreed to forfeit, immediately following the Closing, 2,786,867 New ZincFive Warrants and 50% of any New ZincFive Warrants issued as a result of the conversion of Working Capital Loans for issuance as stock options pursuant to the New ZincFive Equity Incentive Plan (as defined in the Merger Agreement).
The Sponsor Agreement also amends that certain letter agreement, dated as of October 5, 2023 (the “Letter Agreement” and such amendment, the “Letter Agreement Amendment”), by and among SPKL, the Insiders and the Non-Shareholder Insider, pursuant to which the Sponsor agreed to surrender a number of Cayman Class B Shares (including any Cayman Class A Shares issued upon conversion of Cayman Class B Shares) in certain circumstances. As a result of the Letter Agreement Amendment, effective immediately prior to the First Merger, the Sponsor will not be obligated to surrender any Cayman Class B Shares (or Cayman Class A Shares issued upon conversion of Cayman Class B Shares) if the Forward Purchaser (as defined in the Letter Agreement) does not purchase $115,000,000 worth of securities in accordance with that certain forward purchase agreement, dated as of October 5, 2023, by and between SPKL and the Forward Purchaser. If the Merger Agreement is terminated for any reason, the Letter Agreement Amendment will be void and of no force and effect.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 to SPKL’s Current Report on Form 8-K filed with the SEC on October 12, 2023.
The foregoing description of the Sponsor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Agreement, a copy of which is included as Exhibit 10.1, and the terms of which are incorporated by reference in this Current Report on Form 8-K.
Company Support Agreement
Concurrently with the execution of the Merger Agreement, certain stockholders of ZincFive entered into Stockholder Voting and Support Agreements (each, a “Company Support Agreement”). Under the terms of the Company Support Agreement, at each meeting of the ZincFive stockholders or in any action by written consent of ZincFive stockholders, such stockholders have agreed to: (a) be present, in person or by proxy, at any such meeting for the purposes of establishing a quorum (in the case of any stockholder meeting); and (b) vote (or cause to be voted) or consent (or cause to be consented) all such stockholder’s Subject Shares (as defined in the Company Support Agreement) (i) in favor of the Merger Agreement and Business Combination (and any actions required in furtherance of the Business Combination), (ii) to exercise the drag-along rights, if applicable, pursuant to the Voting Agreement (as defined in the Company Support Agreement), (iii) against any merger agreement or merger other than the Merger Agreement and the Business Combination; (iv) against any change in the business, management or board of directors of ZincFive that would or would reasonably be expected to adversely affect the ability of ZincFive to consummate the Business Combination and (v) against any proposal, action or agreement that would: (1) impede, interfere, frustrate, prevent or nullify any provision of the Company Support Agreement, the Merger Agreement or the Business Combination; (2) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of ZincFive under the Merger Agreement; (3) result in any of the closing conditions of the Merger Agreement not being fulfilled; or (4) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, ZincFive.
Pursuant to the Company Support Agreement, no ZincFive stockholder party to a Company Support Agreement will (subject to limited and customary exceptions): (i) directly or indirectly, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, encumber, assign or otherwise dispose of or agree to dispose of, or file (or participate in the filing of) a registration statement with the SEC (other than in connection with the Business Combination) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any, Subject Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, or (iii) publicly announce any intention to effect any transaction specified in the foregoing clauses (i) or (ii).
In addition, each ZincFive stockholder party to a Company Support Agreement has agreed: (i) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law; and (ii) not to commence, join in, facilitate, assist, encourage or participate in, and has agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against SPKL, ZincFive, the Merger Subs or any of their respective affiliates: (A) challenging the validity of, or seeking to enjoin the operation of, any provision of the Company Support Agreement; or (B) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Merger Agreement.
The foregoing description of the Company Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Company Support Agreement, a copy of which is included as Exhibit 10.2, and the terms of which are incorporated by reference in this Current Report on Form 8-K.
Lock-Up Provision
The Bylaws will provide that stockholders of New ZincFive will not be permitted to, for a period of 180 days after the date the Resale Registration Statement becomes effective, or 12 months after the date the Resale Registration Statement becomes effective in the case of affiliates of New ZincFive, (i) exchange, transfer, assign, lend, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder with respect to, any shares of New ZincFive Common Stock (A) issued as consideration pursuant to the Merger Agreement held by any such holders as of the Closing, (B) issued upon the settlement or exercise of options, restricted stock units or other equity awards or warrants outstanding as of immediately prior to the Closing that are assumed by New ZincFive held by any such holders as of the Closing, (C) issued to employees of New ZincFive, or (D) otherwise held by Sponsor, the officers and directors of Sponsor or New ZincFive, or its and their respective affiliates as of the Closing (such shares, the “Lock-Up Shares”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). The Bylaws will provide for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, and the New ZincFive Board may also determine to waive, amend, or repeal such restrictions in certain cases.
Notwithstanding the foregoing, if the VWAP of New ZincFive Common Stock equals or exceeds $12.00 for twenty (20) of thirty (30) consecutive trading days commencing one hundred eighty (180) days after the date the Resale Registration Statement becomes effective, then the transfer restrictions of the lock-up will fall away. In addition, to the extent a New ZincFive stockholder is not an affiliate of New ZincFive, a number of shares of New ZincFive Common Stock equal to $2,500, calculated at the time of the Closing, rounded up to the nearest share, will be excluded from such restrictions.
The foregoing description of the lock-up provision of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Bylaws, a copy of which is included as Exhibit B to the Merger Agreement (attached as Exhibit 2.1), and the terms of which are incorporated by reference in this Current Report on Form 8-K.
Series A Preferred Stock Investments
In connection with the transactions contemplated by the Merger Agreement, on the Signing Date, SPKL and ZincFive entered into a Securities Purchase Agreement (the “Series A SPA”) with certain institutional and accredited investors (the “Series A Preferred Stock Investors”). Pursuant to the Series A SPA, the Series A Preferred Stock Investors agreed, among other things, to purchase, concurrently with the Closing, an aggregate of 10,441,174 shares of New ZincFive’s 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “New ZincFive Series A Preferred Stock”), having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and, for each Series A Preferred Stock Investor, a warrant to purchase a number of shares of New ZincFive Common Stock equal to the number of shares into which such shares of New ZincFive Common Stock underlying such investor’s Series A Preferred Stock are initially convertible (a “Series A Preferred Investor Warrant”), for an aggregate purchase price of $106.5 million (the “Series A Preferred Stock Investments”). Each share of New ZincFive Series A Preferred Stock will have a stated value of $12.00 (the “Stated Value”). Certain Series A Preferred Stock Investors who provided $6.5 million of interim financing to ZincFive in the form of secured promissory notes (the “Bridge Notes” and such Series A Preferred Stock Investors, the “Bridge Investors”) will pay the purchase price through the cancellation and conversion of such Series A Preferred Stock Investors’ Bridge Notes in exchange for shares of New ZincFive Series A Preferred Stock and Series A Preferred Investor Warrants.
As a condition to the closing of Alyeska Master Fund, L.P.’s (the “Lead Purchaser”) Series A Preferred Stock Investment, SPKL will issue an aggregate of 3,500,000 shares of New ZincFive Common Stock to the Lead Purchaser or SPKL or ZincFive will cause stockholders of SPKL or ZincFive to assign an aggregate of 3,500,000 shares of New ZincFive Common Stock to the Lead Purchaser.
The Series A SPA includes customary representations and warranties from SPKL, ZincFive and the Series A Preferred Stock Investors and is subject to customary closing conditions. The Series A SPA also includes customary covenants and agreements related to transfer restrictions, SEC reports, material non-public information and indemnification.
The New ZincFive Common Stock issuable upon conversion of the New ZincFive Series A Preferred Stock and the New ZincFive Common Stock underlying the Series A Preferred Investor Warrants will be “Registrable Securities” under the A&R Registration Rights Agreement (as defined below).
Dividends: The New ZincFive Series A Preferred Stock will accrue cumulative dividends daily at the rate of 12% per annum of the Accrued Value (as defined in the Certificate of Designation) (if paid in kind), or 10% per annum of the Accrued Value (if paid in cash). Such dividends will compound semi-annually.
Liquidation Preference: Upon any liquidation or deemed liquidation event, the holders of New ZincFive Series A Preferred Stock will be entitled to receive out of the available proceeds, before any distribution is made to holders of common stock or any other junior securities, an amount per share equal to the greater of (i) 100% of the Accrued Value on each share of New ZincFive Series A Preferred Stock or (ii) such amount per share as would have been payable had all shares of New ZincFive Series A Preferred Stock been converted into New ZincFive Common Stock immediately prior to the liquidation event. Thereafter, the holders of Series A Preferred Stock will be entitled to receive their pro-rata share of the remaining available proceeds available for distribution to stockholders on an as-converted to common stock basis.
Protective Provisions: For as long as 20% of the shares of New ZincFive Series A Preferred Stock issued as of the Closing are outstanding, New ZincFive will not, without the affirmative vote or action by written consent of holders of a majority of the issued and outstanding shares of New ZincFive Series A Preferred Stock (the “Requisite Holders”), take any of the following actions: (i) liquidate, dissolve or wind up the affairs of New ZincFive; (ii) amend, alter, or repeal any provision of the certificate of incorporation, bylaws, Certificate of Designation or any similar document of New ZincFive in a manner adverse to the New ZincFive Series A Preferred Stock; (iii) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security unless such security ranks junior to the New ZincFive Series A Preferred Stock with respect to its rights, preferences and privileges, or increase the authorized number of shares of New ZincFive Series A Preferred Stock; (iv) purchase or redeem or pay any cash dividend on any capital stock ranking junior to the New ZincFive Series A Preferred Stock prior to payment of such cash dividend on the New ZincFive Series A Preferred Stock or purchase or redeem any capital stock ranking junior to the New ZincFive Series A Preferred Stock, other than stock repurchased at cost from former employees and consultants in connection with the cessation of their service; (v) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under New ZincFive’s incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award agreements with respect to executive officers of New ZincFive, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of New ZincFive; or (vi) incur or guarantee any indebtedness, other than (a) equipment leases or trade payables incurred in the ordinary course of business, (b) indebtedness to refinance indebtedness existing on the date of effectiveness of the Certificate of Designation, provided that New ZincFive is permitted to incur additional indebtedness in principal amount of up to $23.0 million in excess of the principal amount of the refinanced debt on the same terms of the refinancing debt, and (c) indebtedness incurred pursuant to any loan, loan guarantee, credit facility, or other financing arrangement entered into with, or guaranteed or supported by, the Office of Strategic Capital of the United States Department of Defense, or any other office, bureau, or agency of the United States federal government acting pursuant to similar authority, in each case together with any refinancings, extensions, renewals, or replacements thereof; provided, however, that the New ZincFive Series A Preferred Stock will not be considered indebtedness for purposes of this paragraph.
Conversion: Each share of New ZincFive Series A Preferred Stock will be convertible into New ZincFive Common Stock at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price, provided that the holder will be prohibited from converting shares of New ZincFive Series A Preferred Stock into shares of New ZincFive Common Stock if, as a result of such conversion, the holder, together with its affiliates and any persons acting together as a group, would beneficially own in excess of 4.9%, 9.9% or 19.9% of the then outstanding New ZincFive Common Stock (or such other amount as a holder may specify). The conversion price will initially be $12.00, subject to adjustments for stock dividends, splits, combinations and similar events and customary anti-dilution adjustments, including with respect to future issuances or sales of New ZincFive Common Stock, including certain securities exercisable for or convertible into New ZincFive Common Stock, at prices less than the conversion price then in effect for aggregate consideration in excess of $500,000. In addition, if the 20-day VWAP of the New ZincFive Common Stock on the twenty-first trading day following the date that is six months after Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such VWAP and (ii) $5.00.
Put Rights: Unless prohibited by applicable law governing distributions to stockholders, the Series A Preferred Stock will be redeemable at the option of the Requisite Holders commencing any time after the 5th anniversary of the Closing at a price equal to the Accrued Value.
Call Rights: Unless prohibited by applicable law governing distributions to stockholders, the Series A Preferred Stock will be redeemable at the option of New ZincFive commencing any time (i) prior to the first anniversary of the Closing at a price equal to 150% of the Accrued Value, (ii) on or after the 1st anniversary but prior to the 2nd anniversary of the Closing at a price equal to 140% of the Accrued Value, (iii) on or after the 2nd anniversary of the Closing but prior to the 3rd anniversary of the Closing at a price equal to 130% of the Accrued Value, (iv) on or after the 3rd anniversary of the Closing but prior to the 4th anniversary of the Closing at a price equal to 120% of the Accrued Value, (v) on or after the 4th anniversary of the Closing but prior to the 5th anniversary of the Closing at a price equal to 110% of the Accrued Value, or (vi) on or after the 5th anniversary of the Closing at a price equal to 100% of the Accrued Value.
Series A Preferred Investor Warrants: At the closing of the Series A Preferred Stock Investment, each Series A Preferred Stock Investor will receive a Series A Preferred Investor Warrant. The Series A Preferred Investor Warrants will be immediately exercisable upon issuance and will expire five years from the date of issuance. The Series A Preferred Investor Warrants include customary cash and cashless exercise provisions. Each Series A Preferred Investor Warrant is initially exercisable at $12.00 per share of New ZincFive Common Stock, subject to the same anti-dilution and other adjustments as the New ZincFive Series A Preferred Stock.
Voting: The New ZincFive Series A Preferred Stock will vote together with the New ZincFive Common Stock as a single class, except as required by law and as noted above under “Protective Provisions.” Each holder of Series A Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of New ZincFive Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter.
The foregoing description of the Series A SPA and the Series A Preferred Stock Investments is subject to and qualified in its entirety by reference to (i) the full text of the form of Series A SPA, a copy of which is included as Exhibit 10.3 to this Current Report on Form 8-K, (ii) the full text of the form of Certificate of Designation, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and (iii) the full text of the form of Series A Preferred Investor Warrant, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K, and the terms of each are incorporated herein by reference.
Amended and Restated Registration Rights Agreement
At the Closing, New ZincFive, certain members of the Sponsor, the Series A Preferred Stock Investors and certain securityholders of ZincFive (collectively, the “Registered Holders”) will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”). The A&R Registration Rights Agreement provides that the Registered Holders will be granted certain customary registration rights, on the terms and subject to the conditions in the A&R Registration Rights Agreement, with respect to securities of New ZincFive that they will hold following the Business Combination. Pursuant to the terms of the A&R Registration Rights Agreement, New ZincFive will be obligated to, among other things, file the Resale Registration Statement to register the resale of certain securities of New ZincFive held by the Registered Holders within five (5) days of the Closing and to use commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof, but no later than the earlier of (i) the 45th calendar day following the filing date if the SEC notifies New ZincFive that the SEC will review the Resale Registration Statement and (ii) the tenth (10th) calendar day after the date New ZincFive is notified by the SEC that the Resale Registration Statement will not be “reviewed” or will not be subject to further review. The A&R Registration Rights Agreement provides for liquidated damages payable to the Registered Holders if the Company fails to meet these filing and effectiveness deadlines. In addition, pursuant to the terms of the A&R Registration Rights Agreement, the Registered Holders may demand that New ZincFive effect an offering that is registered pursuant to a shelf registration statement to register the securities of New ZincFive held by them, subject to certain requirements and customary conditions, including with regard to the number of such demands that may be exercised. The A&R Registration Rights Agreement will also provide the Registered Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions. In addition, the Registered Holders may request to sell all or any portion of their registered securities in an underwritten offering, block trade, at the market offering or other coordinated trade, subject to certain requirements and customary conditions, including with regard to the number of such offerings per year and minimum offering size. The A&R Registration Rights Agreement includes customary provisions regarding payment of fees and expenses and indemnification.
The foregoing description of the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of A&R Registration Rights Agreement, a copy of which is included as Exhibit F to the Merger Agreement (attached as Exhibit 2.1), and the terms of which are incorporated by reference in this Current Report on Form 8-K.
| 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 with respect to the Series A Preferred Stock Investments is incorporated by reference in this Item 3.02 of this Current Report on Form 8-K. The shares of New ZincFive Common Stock to be offered and sold in connection with the Series A Preferred Stock Investments have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
| Item 7.01. | Regulation FD Disclosure |
On June 11, 2026, SPKL and ZincFive issued a joint press release announcing their entry into the Merger Agreement. The press release is furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01.
The investor presentation that SPKL and ZincFive have prepared for use in connection with the Business Combination is furnished as Exhibit 99.2 and incorporated by reference into this Item 7.01.
A transcript from a recording first made available on June 11, 2026 in which executives from SPKL and ZincFive discuss the Business Combination is furnished as Exhibit 99.3 and incorporated by reference into this Item 7.01.
The foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of 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 or the Exchange Act.
Forward Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These include SPKL or ZincFive or their management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “potential,” “budget,” “may,” “will,” “could,” “should,” “continue” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements related to the proposed Business Combination, including the expected consummation of the transactions contemplated by the Merger Agreement, entry into the related agreements contemplated by the Merger Agreement and the terms thereof, and the expected timing to close the Business Combination; forecasts and projected financial information for fiscal year 2026; statements regarding the benefits of ZincFive products; expectations regarding the expansion of ZincFive’s addressable market, end-market demand and adoption of its products; expectations regarding costs savings and profitability; projections regarding ZincFive’s ability to commercialize new products and technologies, including its plan to launch new products in 2026 and 2027; projections of manufacturing capacity and the ability and timing to increase manufacturing capacity; plans for ZincFive’s manufacturing sites and the associated benefits; expectations regarding total cost of ownership of ZincFive products; projections regarding data center growth; projections of market opportunity and market share; expectations regarding ZincFive’s ability to execute its business model and the expected financial benefits of such model, including projections of revenue growth, gross margin, revenue from contracted and undelivered sales and from its pipeline of potential customers; expectations regarding ZincFive’s ability to attract, retain, and expand its customer base; the capitalization of SPKL after giving effect to the proposed Business Combination; and expectations with respect to the future performance and the success of the combined company following the consummation of the Business Combination. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of ZincFive’s and SPKL’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied upon by any investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of ZincFive and SPKL. These forward-looking statements are subject to a number of risks and uncertainties, including: changes in business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Combination or that the approval of the equity holders of ZincFive or SPKL is not obtained; failure to realize the anticipated benefits of the proposed Business Combination; ZincFive’s ability to grow its business and expand operations, maintain relationships with customers and suppliers and retain its management and key employees; ZincFive’s ability to attract and retain customers; the failure of ZincFive’s products to perform as expected; the availability of raw materials and components necessary to manufacture and assemble ZincFive’s products; governmental actions affecting ZincFive’s China or other international operations; ZincFive’s ability to increase manufacturing capacity and to forecast related costs and efficiencies accurately; ZincFive’s competitive landscape; the potential need for additional future financing; ZincFive’s reliance on strategic partners, contract manufacturing organizations and other third parties; ZincFive’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the evolution of the data center industry, including the use and rate of adoption of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; risks related to geopolitical conflict, including supply chain disruptions; uncertainty or changes with respect to taxes, tariffs, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate as a public company; the risk that shareholders of SPKL could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; and the outcome of any legal proceedings or government investigations that may be commenced against ZincFive or SPKL. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by ZincFive, SPKL or the combined company resulting from the proposed Business Combination with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or any assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither ZincFive nor SPKL presently know or that ZincFive and SPKL currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by investors as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
In addition, forward-looking statements reflect ZincFive’s and SPKL’s expectations, plans or forecasts of future events and views as of the date they are made. ZincFive and SPKL anticipate that subsequent events and developments will cause ZincFive’s and SPKL’s assessments to change. However, while ZincFive and SPKL may elect to update these forward-looking statements at some point in the future, ZincFive and SPKL specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing ZincFive’s or SPKL’s assessments as of any date subsequent to the date they are made. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither ZincFive, SPKL, nor any of their respective affiliates have any obligation to update these forward-looking statements other than as required by law. In addition, this Current Report on Form 8-K contains certain information about the historical performance of ZincFive. You should not view information related to the past performance of ZincFive as indicative of future results. Certain information set forth in this Current Report on Form 8-K includes estimates and targets and involves significant elements of subjective judgment and analysis. No representations are made as to the accuracy of such estimates or targets or that all assumptions relating to such estimates or targets have been considered or stated or that such estimates or targets will be realized.
Additional Information and Where to Find It
In connection with the proposed Business Combination, SPKL and ZincFive plan to file the Registration Statement with the SEC, which will include a prospectus with respect to the combined company’s securities to be issued in connection with the proposed Business Combination and a preliminary proxy statement with respect to the shareholder meeting of SPKL to vote on the proposed Business Combination. SPKL and ZincFive also plan to file other documents and relevant materials with the SEC regarding the proposed Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus included in the Registration Statement will be mailed to the shareholders of SPKL as of the record date to be established for voting on the proposed Business Combination. SECURITY HOLDERS OF ZINCFIVE AND SPKL ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS AND RELEVANT MATERIALS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION. Shareholders are able to obtain free copies of the proxy statement/prospectus and other documents containing important information about ZincFive and SPKL once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by SPKL may be obtained free of charge from SPKL at www.spark1ac.com. Alternatively, these documents, when available, can be obtained free of charge from SPKL upon written request to Spark I Acquisition Corporation, 3790 El Camino Real, Unit #570, Palo Alto, CA 94306, Attn: Chief Operating Officer, or by calling (650) 353-7082. The information contained on, or that may be accessed through the websites referenced in this Current Report on Form 8-K is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
Participants in the Solicitation
SPKL, ZincFive and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of SPKL in connection with the proposed Business Combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of SPKL’s executive officers and directors in the solicitation by reading SPKL’s final prospectus related to its initial public offering filed with the SEC on October 6, 2023, the definitive proxy statement/prospectus, which will become available after the Registration Statement has been declared effective by the SEC, and other relevant materials filed with the SEC in connection with the proposed Business Combination when they become available. Information regarding the names, affiliations and interests in the solicitation of ZincFive’s directors and executive officers will be included in the proxy statement/prospectus included in the Registration Statement when it becomes available. Information concerning the interests of SPKL’s participants in the solicitation, which may, in some cases, be different from those of SPKL’s shareholders generally, will be set forth in the preliminary proxy statement/prospectus included in the Registration Statement. Shareholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of SPKL, ZincFive or the combined company resulting from the proposed Business Combination, 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 2.1† | Agreement and Plan of Merger and Reorganization, dated as of June 11, 2026, by and among Spark I Acquisition Corporation, ZincFive, Inc. and Spark I Acquisition Corporation Sub I Inc. and Spark I Acquisition Corporation Sub II LLC. | |
| 3.1 | Form of Certificate of Designation relating to the 12.0% Series A Cumulative Convertible Preferred Stock. | |
| 4.1 | Form of Warrant to be issued to each Series A Preferred Stock Investor. | |
| 10.1† | Sponsor Agreement, dated as of June 11, 2026, by and among Spark I Acquisition Corporation, ZincFive, Inc. and SLG SPAC Fund LLC. | |
| 10.2† | Form of Company Support Agreement, by and among Spark I Acquisition Corporation, ZincFive, Inc. and the persons set forth on Schedule A thereto. | |
| 10.3† | Form of Securities Purchase Agreement. | |
| 99.1 | Press Release, dated as of June 11, 2026. | |
| 99.2 | Investor Presentation. | |
| 99.3 | Transcript of Recorded Investor Presentation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) or (b)(2), as applicable. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
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 CORPORATION | ||
| By: | /s/ James Rhee | |
| Name: | James Rhee | |
| Title: | Chief Executive Officer | |
Date: June 11, 2026
Exhibit 99.1
ZincFive, the Leader in Nickel-Zinc Immediate Power Solutions for Data Centers and AI
Infrastructure, to Go Public via a Business Combination with Spark I
| ● | ZincFive provides mission-critical battery solutions for the data center and AI infrastructure markets through its proprietary high-power, safe, sustainable nickel-zinc battery chemistry |
| ● | Transaction values ZincFive at $600 million pre-money with a pro forma enterprise value of $752 million |
| ● | Revenue doubled from 2024 to 2025 to approximately $66.9 million, with nearly 2 GW of systems shipped or under contract globally and an approximately $81 million commercial backlog from diversified, blue-chip, and hyperscaler customers as of December 31, 2025 |
| ● | $125 million in expected gross proceeds, including approximately $100 million in a committed PIPE and approximately $25 million of cash held in Spark I Acquisition Corporation’s trust account before potential redemptions. Proceeds are expected to drive growth, commercial deployment and the build-out of U.S. manufacturing capabilities |
| ● | Existing ZincFive equity holders participating in the PIPE and will retain 100% of their equity into the combined company |
| ● | The minimum cash condition for the Transaction is fully satisfied by the committed PIPE |
PORTLAND, Oregon & PALO ALTO, California —ZincFive, Inc. (“ZincFive” or the “Company”), the leader in immediate power solutions for the data center and artificial intelligence (AI) infrastructure markets, powered by its proprietary nickel-zinc battery technology, today announced that it has entered into a definitive business combination agreement (“BCA”) with Spark I Acquisition Corporation (NASDAQ: SPKL) ("Spark I"), a special purpose acquisition company formed by SparkLabs Group. This proposed transaction (the “Transaction” or the “Business Combination”) represents a pro forma enterprise value of approximately $752 million and, upon completion, is expected to result in ZincFive becoming a Nasdaq-listed company under the ticker symbol ZFIV and under the name “ZincFive, Inc."
ZincFive’s proprietary, patented nickel-zinc platform delivers superior safety, higher power density, a smaller footprint, and lower total cost of ownership, without the tradeoffs associated with lead-acid and lithium-ion batteries. ZincFive’s products eliminate thermal runaway risk while limiting cooling requirements, reducing installation costs, and enabling a more sustainable, recyclable power architecture for data centers. ZincFive believes their technology is positioned to address the accelerating build-out of global data center markets and the emerging need for short-duration, high-power solutions for advanced AI infrastructure designs.
ZincFive has already achieved commercial scale, with nearly 2 gigawatts (GW) of systems deployed and contracted globally and annual revenue doubling from 2024 to approximately $66.9 million in 2025. ZincFive’s approximately $81 million backlog as of December 31, 2025 reflects accelerating demand in data centers where ZincFive’s products deliver immediate, repeatable high-power response without compromising safety, reliability, or operating economics.
ZincFive recently launched a comprehensive energy storage solution engineered to support both outage duration backup functionality and real-time AI dynamic power loads, positioning the Company at the forefront of next-generation data center power infrastructure.
“This milestone reflects the strength of ZincFive’s technology, partnerships, and global momentum,” said Tod Higinbotham, CEO of ZincFive. “Demand for safe, high-performance power is accelerating worldwide, and we’ve built a differentiated platform designed to scale. With trusted partners and customers alongside us, we believe we are well positioned to expand globally and deliver long-term value as the data center market continues to evolve.”
“ZincFive was built on a belief that chemistry choices matter,” said Tim Hysell, co-founder, board member and strategic advisor of ZincFive. “By pairing that belief with relentless execution, we’ve built a high-power platform that customers trust – demonstrating that safer, more sustainable infrastructure can be delivered at scale. We believe the proposed Transaction with Spark I will provide the capital and public market platform to amplify our impact globally."
"This proposed Transaction with ZincFive aligns with Spark I's strategy to bring transformative, late-stage technology companies tied to the global innovation economy to the U.S. public markets," said James Rhee, CEO and Chairman of Spark I. "We believe ZincFive's proven commercial relationships, recently-launched AI power solutions, and scalable manufacturing position the Company to capture significant value from the AI infrastructure build-out. We believe the market fundamentals, technology leadership, and execution capability create a compelling public market opportunity."
Transaction Overview
The proposed Business Combination is expected to deliver gross proceeds of at least $100 million from a committed PIPE, which fully satisfies the BCA’s minimum cash condition, and up to $25 million in additional proceeds depending on redemptions. Existing ZincFive shareholders are expected to roll 100% of their equity into the combined public company. ZincFive has entered into a $35 million bridge loan facility of which $28.5 million is expected to be repaid at the closing of the Transaction. Net proceeds from the transaction will be used to fund ZincFive’s growth investments, commercial deployment, and build-out of U.S. manufacturing.
The Boards of Directors of both ZincFive and Spark I have unanimously approved the proposed Transaction, which is expected to close in the second half of 2026, subject to customary closing conditions, including approval by Spark I shareholders and regulatory review.
All transaction figures referenced herein are preliminary and subject to the final terms of the Business Combination.
Use of Preliminary and Estimated Financial Information
This press release contains preliminary or estimated financial information of ZincFive. The preliminary financial information and operating results of ZincFive for the fiscal years ended December 31, 2024 and 2025 included are preliminary estimates and represent the most current information available to the ZincFive management, as the audits of the fiscal years ended December 31, 2024 and 2025 are not yet complete. These preliminary estimated results are subject to change following the completion of the preparation and audit of the ZincFive’s financial statements and the subsequent occurrence or identification of events prior to the formal issuance of the audited financial statements for these periods. Accordingly, investors are cautioned not to place undue reliance on the preliminary and estimated financial information included herein.
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Webcast
ZincFive will host a webcast providing an overview of its business and the proposed Transaction. The webcast and related investor presentation will be available on demand at https://zincfive.com/investors. The investor presentation will also be filed by Spark I in a Current Report on Form 8-K with the SEC and available at https://www.sec.gov/.
Advisors
Cantor Fitzgerald & Co. (“Cantor”) is acting as exclusive financial advisor to ZincFive and lead placement agent for the PIPE; and Chardan is acting as capital markets advisor to ZincFive. Cooley LLP is serving as legal advisor to ZincFive. Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal advisor to Spark I. Latham & Watkins LLP is acting as legal advisor to Cantor. ICR, Inc. is serving as strategic communications advisor to ZincFive.
About ZincFive, Inc.
ZincFive is the leader in immediate power solutions for mission-critical infrastructure based on nickel-zinc battery technology. The company’s extensively patented nickel-zinc technology delivers high-power, safe, reliable, and sustainable energy storage solutions engineered for the demands of modern data centers, industrial operations, and AI-era infrastructure. ZincFive’s systems harness The Power of Good Chemistry® to help customers power what’s next without tradeoffs. Headquartered in Oregon, USA, ZincFive serves customers worldwide.
About Spark I Acquisition Corporation
Spark I (NASDAQ: SPKL) 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 — including OpenAI, Anthropic, Perplexity, xAI, Groq and Retro Biosciences.
Investor & Media Contacts
ZincFive
Ekaterina Walter
Vice President, Marketing
media@zincfive.com
ZincFive@icrinc.com
Spark I / SparkLabs Group
Eunbit Jang
VP of Communications
ebjang@sparklabs.co.kr
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Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as "plan," "will," "expect," "believe," "continue," "potential," "proposed" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The Company has based these forward-looking statements on current expectations and projections about future events. These statements include: the successful consummation and potential benefits of the proposed Transaction and PIPE and expectations related to the expected proceeds, terms and timing; ZincFive's listing on Nasdaq; expectations regarding ZincFive's positioning with respect to the next-generation data center power infrastructure; expectations regarding accelerating demand for power worldwide, including for AI infrastructure; ZincFive's ability to expand globally and deliver long-term value; ZincFive's ability to execute its business model and the expected financial benefits of such model, including ZincFive's ability to capture significant value from the build-out of global data center markets and AI infrastructure; the expectation that existing ZincFive shareholders will roll 100% of their equity into the combined company following the Transaction; expectations regarding repayment of the ZincFive’s bridge loan facility; ZincFive's use of proceeds from capital raising transactions, including the proposed Transaction and PIPE; and the potential for ZincFive to increase in value.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, many of which are beyond the control of ZincFive and Spark I.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause ZincFive's or Spark I's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: ZincFive's ability to grow its business and expand operations, attract and maintain relationships with customers and suppliers and retain its management and key employees; the failure of ZincFive's products to perform as expected; the availability of raw materials and components necessary to manufacture and assemble ZincFive's products; governmental actions affecting ZincFive's international operations; ZincFive's ability to increase manufacturing capacity and to forecast related costs and efficiencies accurately; ZincFive's competitive landscape; the potential need for additional future financing; ZincFive's reliance on strategic partners, contract manufacturing organizations and other third parties; ZincFive's ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the evolution of the data center industry, including the use and rate of adoption of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; risks related to geopolitical conflict, including supply chain disruptions; uncertainty or changes with respect to taxes, tariffs, trade conditions and the macroeconomic environment; the combined company's ability to maintain internal control over financial reporting and operate as a public company; the possibility that required regulatory approvals for the proposed Transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed Transaction; the risk that shareholders of Spark I could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA; the outcome of any legal proceedings or government investigations that may be commenced against ZincFive or Spark I; failure to realize the anticipated benefits of the proposed Transaction; the ability of Spark I or the combined company to issue equity or equity-linked securities in connection with the proposed Transaction or in the future; and other factors described in Spark I's filings with the SEC. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by ZincFive, Spark I or the combined company resulting from the proposed Transaction with the SEC, including under the heading "Risk Factors." If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of ZincFive's and Spark I's management as of the date of this press release; subsequent events and developments may cause their assessments to change. While ZincFive and Spark I may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so except as required by law. Accordingly, undue reliance should not be placed upon these statements.
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In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. An investment in Spark I is not an investment in any of its founders' or sponsors' past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of Spark I, which may differ materially from the performance of its founders' or sponsors' past investments.
Additional Information and Where to Find It
Additional information about the proposed Transaction, including a copy of the BCA, will be filed by Spark I in a Current Report on Form 8-K with the SEC. The proposed Transaction will be submitted to shareholders of Spark I for their consideration. In connection with the proposed Business Combination, ZincFive and Spark I plan to file a registration statement on Form S-4 (as amended and supplemented from time to time, the "Registration Statement") with the SEC, which will include a preliminary proxy statement and prospectus of Spark I relating to the offer of the securities to be issued to Spark I's and ZincFive's shareholders in connection with the completion of the Business Combination (the "Proxy Statement/Prospectus"). After the Registration Statement has been filed and declared effective, a definitive proxy statement and other relevant documents will be mailed to shareholders of Spark I as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. ZincFive and Spark I will also file other documents regarding the Business Combination with the SEC. This press release does not contain all of the information that should be considered concerning the proposed Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF SPARK I AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SPARK I’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SPARK I, ZINCFIVE AND THE BUSINESS COMBINATION.
Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus, once available, and all other relevant documents filed or that will be filed with the SEC through the website maintained by the SEC at www.sec.gov. The documents filed by Spark I with the SEC also may be obtained free of charge upon written request to Spark I 3790 El Camino Real, Unit #570, Palo Alto, CA 94306 or by telephone at (650) 353-7082.
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Participants in the Solicitation
ZincFive, Spark I and their respective directors and executive officers may be deemed under SEC Rules to be participants in the solicitation of proxies from Spark I's shareholders in connection with the proposed Business Combination. Information about Spark I's directors and executive officers and their interest in Spark I can be found in the sections entitled "Management—Conflicts of Interest," "Principal Shareholders," and "Certain Relationships and Related Party Transactions" of Spark I's IPO prospectus, which was filed with the SEC and is available free of charge on the SEC's website at www.sec.gov. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
A list of the names of the directors, executive officers, and certain other members of management of ZincFive, as well as information regarding their interests in the Business Combination, will be contained in the Registration Statement to be filed with the SEC. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC.
No Offer or Solicitation
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Exhibit 99.2
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 Investor Presentation Q2 2026 The Power of Good Chemistry® |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential About This Presentation This presentation and accompanying oral statements are provided for informational purposes only and have been prepared to assist interested parties in making their own evaluation with respect to a business combination (the “proposed transaction”) between ZincFive, Inc. (“ZincFive”) and Spark I Acquisition Corporation (“Spark”) and related transactions and for no other purpose. None of ZincFive, Spark nor any of their respective affiliates, directors, officers, employees or advisers or any other person has independently verified the information in this presentation and no representation or warranty, express or implied, is or will be given by any such person as to the accuracy or completeness of information in this presentation. To the fullest extent permitted by law, in no circumstances will ZincFive, Spark or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of this presentation are not to construe its contents, or any prior or subsequent communications from or with ZincFive, Spark or their respective representatives, as investment, legal or tax advice. In addition, this presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of ZincFive, Spark or the proposed transaction. Recipients of this presentation should each make their own evaluation of ZincFive, Spark and the proposed transaction and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Forward-Looking Statements This communication includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward-looking statements on current expectations and projections about future events. These statements include: forecasts and projected financial information for fiscal year 2026; expectations regarding the benefits of ZincFive products; expectations regarding the expansion of ZincFive’s addressable market, end-market demand and adoption of its products; expectations regarding costs savings and profitability; projections regarding ZincFive’s ability to commercialize new products and technologies, including its plan to launch new products in 2026 and 2027; projections of manufacturing capacity and the ability and timing to increase manufacturing capacity; plans for ZincFive’s manufacturing sites and the associated benefits; expectations regarding total cost of ownership of ZincFive products; projections regarding data center growth; projections of market opportunity and market share; expectations regarding ZincFive’s ability to execute its business model and the expected financial benefits of such model, including projections of revenue growth, gross margin, revenue from contracted and undelivered sales and from its pipeline of potential customers; expectations regarding ZincFive’s ability to attract, retain, and expand its customer base; and the successful consummation and potential benefits of the proposed transaction and expectations related to its terms and timing. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, many of which are beyond the control of ZincFive and Spark, that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: ZincFive’s ability to grow its business and expand operations, maintain relationships with customers and suppliers and retain its management and key employees; ZincFive’s ability to attract and retain customers; the failure of ZincFive’s products to perform as expected; the availability of raw materials and components necessary to manufacture and assemble ZincFive’s products; governmental actions affecting ZincFive’s China or other international operations; ZincFive’s ability to increase manufacturing capacity and to forecast related costs and efficiencies accurately; ZincFive’s competitive landscape; the potential need for additional future financing; ZincFive’s reliance on strategic partners, contract manufacturing organizations and other third parties; ZincFive’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the evolution of the data center industry, including the use and rate of adoption of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; risks related to geopolitical conflict, including supply chain disruptions; uncertainty or changes with respect to taxes, tariffs, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate as a public company; the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of Spark could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against ZincFive or Spark; failure to realize the anticipated benefits of the proposed transaction; the ability of Spark or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described in Spark’s filings with the U.S. Securities and Exchange Commission (“SEC”). Additional information concerning these and other factors that may impact such forward-looking statements can be found in current and future filings by ZincFive, Spark or the combined company resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of ZincFive’s and Spark’s management as of the date of this communication; subsequent events and developments may cause their assessments to change. While ZincFive and Spark may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so, except as required by law. Accordingly, undue reliance should not be placed upon these statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this presentation, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. An investment in Spark is not an investment in any of our founders’ or sponsors’ past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of Spark, which may differ materially from the performance of our founders’ or sponsors’ past investments. Additional Information About the Proposed Transaction and Where to Find It The proposed transaction will be submitted to shareholders of Spark for their consideration. Spark and ZincFive intend to file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include a proxy statement/consent solicitation statement to be distributed to Spark’s shareholders in connection with Spark’s solicitation of proxies for the vote by Spark’s shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to ZincFive’s shareholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus/consent solicitation statement and other relevant documents will be mailed to Spark and ZincFive shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, Spark and ZincFive shareholders and other interested persons are advised to read, once available, the definitive proxy statement/prospectus/consent solicitation statement, as well as other documents filed with the SEC by Spark in connection with the proposed transaction, as these documents will contain important information about Spark, ZincFive and the proposed transaction. Shareholders may obtain a copy of the definitive proxy statement/prospectus/consent solicitation statement, once available, as well as other documents filed by Spark with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Spark at 3790 El Camino Real, Unit #570, Palo Alto, CA 94306. 2 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Participants in the Solicitation Spark, ZincFive and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Spark’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Spark’s shareholders in connection with the proposed transaction will be set forth in a proxy statement/prospectus/consent solicitation statement when it is filed by Spark with the SEC. You can find more information about Spark’s directors and executive officers in Spark’s final prospectus related to its initial public offering filed with the SEC on September 29, 2023. You can find information about Spark's directors and executive officers, certain of their shareholders and other members of management and employees and their interest in Spark in the sections entitled “Management --Conflicts of Interest,” “Principal Shareholders” and “Certain Relationships and Related Party Transactions” of Spark's final prospectus dated September 29, 2023, which was filed with the SEC on October 6, 2023 and is available free of charge at https://www.sec.gov/Archives/edgar/data/1884046/000110465923107437/tm2318774-12_424b4.htm#tMAN. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus/consent solicitation statement when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus/consent solicitation statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above. No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Non-GAAP Financial Measures In addition to financial information presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this presentation includes certain non-GAAP financial measures. These non-GAAP measures are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP. These non-GAAP measures have limitations as analytical tools, and they should be considered in addition to, and not in isolation from or as a substitute for, analysis of other GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP measures is on slide 29 of this presentation. Use of Forecasts and Projections This presentation contains forecasted and projected financial information with respect to ZincFive, including information labeled herein as “2026F.” Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. ZincFive further cautions that these assumptions may not materialize at all and that current economic conditions render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty. See the “Forward-Looking Statements” paragraph above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Use of Preliminary and Estimated Financial Information This presentation contains preliminary or estimated financial information of ZincFive. The preliminary financial information and operating results of ZincFive for the fiscal year ended December 31, 2024 and 2025 included in this presentation, which are labeled herein as “2024E” and “2025E,” respectively, are preliminary estimates and represent the most current information available to the ZincFive management, as the audits of the fiscal years ended December 31, 2024 and 2025 are not yet complete. These preliminary estimated results are subject to change following the completion of the preparation and audit of the ZincFive’s financial statements and the subsequent occurrence or identification of events prior to the formal issuance of the audited financial statements for these periods. Accordingly, investors are cautioned not to place undue reliance on the preliminary and estimated financial information included herein. No Incorporation by Reference The information contained in the third-party citations and websites referenced in this communication is not incorporated by reference into this communication. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of ZincFive, Spark, and other companies, each of which are the property of their respective owners. All third-party brand names and logos appearing in this presentation are trademarks or registered trademarks of their respective holders. Any such appearance does not necessarily imply any endorsement of Spark, ZincFive or the proposed transaction. Risk Factors For a description of certain risks relating to ZincFive, including its business and operations, and to the proposed transaction, we refer you to “Risk Factors” at the end of this presentation. Use of Data Information in this presentation is based on data and analyses from various sources as of April 30, 2026, unless otherwise indicated. This presentation also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. These estimates and other statistical data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and other statistical data. We have not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, we cannot guarantee their accuracy or completeness. In addition, expectations, assumptions, estimates and projections of the future performance of relevant markets in which ZincFive operates are necessarily subject to a high degree of uncertainty and risk. 3 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive offers customers high-rate immediate power technology that delivers confidence in operation and peace of mind. Our nickel-zinc (NiZn) batteries are real-world trusted in mission critical applications across industries and infrastructures — supplying safe, reliable, and cost-effective power solutions enabled by highly sustainable battery technology. Now that’s The Power of Good Chemistry. |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Leadership Team 5 Tim Hysell Co-Founder | Board Member | Strategic Advisor ▪ Co-founded ZincFive nine years ago, and has guided the creation and deployment of nickel-zinc battery technology ▪ Prior to ZincFive, founded and chaired PSI Acquisitions and Millenium Power Solutions – where UPStealth was invented ▪ Worked for General Electric, Hewlett-Packard and Providence Health Systems ▪ Co-founded and sits on the board of Pacific West Bank Tod Higinbotham Chief Executive Officer ▪ CEO of PowerGenix, the pioneers of nickel-zinc battery technology that has become the ZincFive platform ▪ Track record in successfully growing companies in the energy storage, semiconductor and solar markets ▪ Prior to ZincFive, Tod served as executive VP / GM for ATMI and an executive leader at Advanced Silicon Materials Marty Heimbigner Chief Financial Officer ▪ Accomplished CFO with a proven track record leading high-growth companies through IPOs, acquisitions, public-market transitions, and successful exits ▪ Former CFO of Porch Group (NASDAQ: PRCH), helping lead the company through its transition to the public markets ▪ Known for connecting financial discipline with business strategy to create long-term enterprise value |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Executive Summary 6 AI Is Changing The World and disrupting traditional data center architecture – driving new power infrastructure requirements across hyperscale, co-location, and enterprise data centers AI ZincFive Is Experiencing Strong Revenue And Booking Momentum through strategic customer wins and increasing contracted backlog for its differentiated uninterruptible power supply (UPS) solutions ZincFive Is Developing Innovative Products to support the AI boom and address the rapidly evolving needs of AI data centers and hyperscalers ZincFive’s Unique Solution can potentially help address power pain points arising from the disruption |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Investment Highlights Mission-critical power solutions built for today’s data centers and the evolving demands of AI infrastructure 7 Providing Compelling Products And Mission-Critical Power Solutions Winning Major Data Center Customers 1 Addressing Evolving Market Challenges And Needs AI-driven disruptions in UPS system requirements are expanding ZincFive’s addressable market and accelerating adoption; future retrofit products further expand the market opportunity 3 Delivering Rapid Growth With Contracted Backlog Visibility Driving Towards Profitability Through Cost Efficiency And Manufacture Scaling 4 5 133% YoY Revenue growth achieved in 2025E, with $81.2MM contracted backlog as of 2025E, from diversified, blue-chip customers Lowering costs/megawatt through increased power density1 – growing revenue through scalable, capital-efficient manufacturing Products that provide higher power density, smaller footprint and lower total cost of ownership1 with a proprietary battery chemistry that is safe, reliable, recyclable and sustainable Over $150MM of revenue2 as of 2025E; tested and qualified with data center developers, operators and major customers – strategic win with global market leading AI data center customer 2 Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as 2025E. You are encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for further information 1) See “BC Series Battery Cabinet Comparison” slide in the appendix for the standard model used by customers to assess ZincFive’s total cost of ownership (TCO) based on capital expenditures and operating expenses. This model is used for example purposes only 2) Total sales for all products and market segments since 2020 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Mission-Critical Power Solution For Data Centers Mission-Critical Power Solution For Data Centers 8 $28.7MM 2024E Revenue $66.9MM 2025E Revenue $81.2MM 12/31/2025 Contracted Backlog Key Statistics as of 12/31/2025 1.15 GW Deployed Updated ▪ A leading supplier of nickel-zinc (NiZn) batteries and solutions for mission-critical infrastructure UPS backup power for data centers, next-gen AI data centers and other applications o Supplies immediate, short-duration backup power that can maintain operations until on-site generators come online o ZincFive’s products are engineered into data center architecture and are not interchangeable components ▪ Nickel-zinc battery technology delivers high power density in a smaller footprint, ultra-fast response and superior thermal safety at lower total cost of ownership1 versus lithium-ion and lead-acid in UPS applications ▪ Systems are designed for high reliability, regulatory acceptance and long operating life in 24/7 data center environments ▪ Highly recyclable and environmentally friendly batteries designed to have a lower climate impact than lithium-ion or lead-acid 80+ Patents 717 MW Contracted In modern data centers, even brief interruptions in power can cause system outages, data loss, and hardware damage, making UPS systems a mission critical component of data center design Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as 2024E and 2025E. You are encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for further information 1) See “BC Series Battery Cabinet Comparison” slide in the appendix for the standard model used by customers to assess ZincFive’s total cost of ownership (TCO) based on capital expenditures and operating expenses. This model is used for example purposes only |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 Updated Company Overview Company Overview |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential The Value Of Immediate Power 10 Updated What Does Nickel-Zinc Provide? Prismatic Battery Cylindrical Battery o Safe, sustainable, mission critical back-up power o High power density in a smaller footprint o Highly recyclable and environmentally friendly solutions o Non-flammable and stable under high temperatures Nickel-zinc technology is the clear solution for high-power, short-duration applications Traditional Chemistries |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential 11 Updated Traditional Data Centers Require UPS Datacenter Battery Criteria Next-Gen AI Data Centers Require UPS + Pulse Power Reaction Time Energy Capacity Cycling Nickel-Zinc Competitors Sub-millisecond / Near Immediate 1-5 minutes Infrequent use Lithium-Ion Lead-Acid 50ms - 50 secs. Unpredictable, spiky loads drive rapid, repeated cycling SuperCaps1 Reaction Time Energy Capacity Cycling Nickel-Zinc Competitors Sub-millisecond / Near Immediate 1-10 minutes Infrequent use Lithium-Ion Lead-Acid High Low Importance to Data Center Operation Traditional Co-Location Data Center Next-Gen AI Data Center ▪ General-purpose CPU servers with standard ethernet ▪ Transactional, web, and enterprise workloads with lighter CPU utilization ▪ Lower rack densities (5–15 kW range) with air cooling ▪ Lower, more predictable power draw ▪ Dense GPU clusters and high-bandwidth interconnects ▪ Sustained, compute-intensive model training and inference tasks ▪ Higher rack power densities (40–130 kW+ per rack) and advanced cooling systems (direct liquid or hybrid liquid-air systems) ▪ Upgraded power demands to handle repeatable and sustained peak loads ▪ Potentially shorter cycle life and higher battery replacement rate Data Center Battery Criteria UPS UPS Pulse Power AI And Next-Gen AI Data Centers Are Changing The Power Landscape 1) SuperCaps are electrochemical capacitors that store energy from the grid to be discharged and are not a battery solution |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential A Comprehensive Data Center Power Solution 12 Superior chemistry safety (no thermal runaway) Exceptional sustainability Maximum power in a minimal footprint Compelling total cost of ownership1, 2 Note: The red, yellow and green colors represent relative performance in these categories across these three battery chemistries 1) See “BC Series Battery Cabinet Comparison” slide in the appendix for the standard model used by customers to assess ZincFive’s total cost of ownership (TCO) based on capital expenditures and operating expenses. This model is used for example purposes only 2) Represents typical battery cabinet footprint. Some variation in footprint is common 3 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential 13 Customer Value Proposition Performance Without Compromise ▪ Highly recyclable batteries and battery cabinets ▪ 25-50% lower embodied carbon than lithium-ion or lead-acid ▪ Third party verified Environmental Product Declarations (EPD) published and available ▪ Battery materials are widely available (no lithium/lead) ▪ Readily available recycling globally Safety Isn’t An Add-On – It’s Built-In ▪ ZincFive NiZn batteries are non-flammable, stable under high temperatures and do not exhibit thermal runaway under testing ▪ NiZn batteries require limited cooling and battery management systems ▪ Third party safety certifications validate chemistry & system design including key UL requirements for battery systems Safe Sustainable Designed To Fit Future Infrastructure … Today ▪ High power density enables footprint and total cost of ownership1 savings vs lithium-ion and VRLA2 ▪ Scales with AI-driven power demands – 3x the power density and one third the weight of VRLA2 ; half the linear footprint of lithium-ion3 ▪ Products like BC 2 AI deliver both backup and fast-response AI power mitigation ▪ Provides supercapacitor power + lithium-ion battery energy in one nickel-zinc solution ▪ Fits into existing infrastructure and future designs Reliability Engineered At The Cell Level ▪ Operation continues even if battery cell is depleted or weak, providing inherent chemical redundancy ▪ Limited Battery Management System (BMS) controls due to safety of chemistry; provides reliable back-up ▪ Long life design life of 15 years ▪ Battery maintains high-rate performance, even at end of life Reliable Powerful 1) See “BC Series Battery Cabinet Comparison” slide in the appendix for the standard model used by customers to assess ZincFive’s total cost of ownership (TCO) based on capital expenditures and operating expenses. This model is used for example purposes only 2) Valve-regulated lead-acid is a type of lead-acid battery 3) See "BC Series Battery Cabinet Comparison" slide in the appendix. |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 Products And Solutions Supporting The Evolving Power Roadmap Products And Solutions Supporting The Evolving Power Roadmap Slide 20 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential 15 Critical Products Deployed Across Data Center Applications Industrial Engine Starting Data Center Generators Retrofit Kit to Replace Data Center UPS Lead-Acid Battery Prismatic Battery Medium Voltage BESS, Black-start, and Grid Stabilization Traditional IT UPS Battery Cabinet Leveraged into Mechanical UPS for Data Center Liquid Cooling Cylindrical Battery Hyperscaler1 AI and GPU AI Dynamic Power Battery In-Rack Battery Systems Cabinet Solutions 2 3 4 5 1B 1A 1 Expand Across Generator Geos & Segments 1) Hyperscaler: A company that runs massive globally scaled data centers to COLOR KEY Current Products Future Products and Markets deliver cloud and AI services such as AWS, Google, Microsoft and Meta |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential AI Ready Gen 3 BC 2 AI Launched Q4 2025 BBU Form Factor Planned in 2026 High-Power Cabinets AI Data Center Products BBU 2 Form Factor Pulse Power Shelves Gen 1 Gen 2 Traditional Data Center UPS BC 2 2024 Model BC 2 - 300X 2025 Model BC 2 - 500 2025 Model Retrofit Kit Planned in 2026 Gross Margin Improvement With Product Mix Product Roadmap Focused On Evolving Challenges 16 2026/2027 Products1 : AI Optimized Gen 4 1) Planned in 2026 or 2027 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Scaled Operations Delivering Solutions Globally 17 Current China manufacturing footprint can support up to $200 million in potential revenue ZincFive has two manufacturing operations in Changsha, China: one is a contract manufacturer, and one is a wholly owned operation ZincFive has a battery development and rapid prototyping operation in Shenzhen, China ZincFive believes additional capacity could be added in less than 6 months ZincFive has 20+ years of manufacturing experience in China with established nickel metal hydride equipment useful for NiZn, achieving high yields (>95%)1 and simple, scalable production Established infrastructure (manufacturing or cabinet assembly) in the U.S., Europe and China ZincFive’s manufacturing process is more capital-efficient and flexible compared to lithium-ion battery manufacturing Demonstrated Process & Capabilities China Manufacturing A new 60,000 sq. ft. facility in Tualatin, Oregon provides battery cabinet assembly (operational since May 2025). Developing U.S. battery manufacturing at a separate site These sites are expected to serve U.S. customers directly, reducing lead times, tariffs, and mitigating supply chain risk ZincFive estimates that ~$30 million of manufacturing CAPEX in the U.S. in 2026/2027 can create revenue capacity of up to $150 million subject to completing its U.S. manufacturing site U.S. Manufacturing 1) Based on 2024 and 2025 manufacturing yields |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 Data Center Power Infrastructure Is Evolving Rapidly In The Age Of AI |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Data Center Power Infrastructure Is Undergoing A Fundamental Shift 19 1) Local fire authorities enforcing fire codes Dynamic (Spiky) Loads GPU clusters generate unpredictable, rapid power surges requiring sub-second response Extreme Power Density Rack densities rising to 40–130 kW+, demanding batteries with maximum power output in minimal physical footprint to fit next-gen AI infrastructure Increased Scrutiny On Safety & Fire Risk AHJs1 enforcing NFPA and IFC standards; lithium-ion thermal runaway risk limits deployment options — NiZn's non-flammable chemistry unlocks regulated sites Hyperscaler ESG Goals & Regulatory Direction Hyperscalers face decarbonization targets; NiZn's recyclability and 25–50% lower embodied carbon vs. lithium-ion aligns directly Higher Cycling AI pulsing depletes batteries far faster than traditional IT loads, accelerating replacement cycles and creating new recurring revenue models for manufacturers Higher Charge/Discharge Needs Continuous rapid charge/discharge cycles demand chemistry engineered for high-rate performance — NiZn maintains output even at end of life where competitors degrade Thermal Management Complexity Dense GPU configurations generate extreme heat; requiring liquid cooling; new opportunity for battery backup of liquid cooling Grid Connection & Power Quality Constraints Utilities are limiting peak draw at the meter; data centers must manage power, increasing reliance on on-site battery buffering to maintain GPU performance and grid stability |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential BC 2 AI: Solution To The Changing Power Environment 20 Don’t over design with other technologies; If AI loads break through, you are covered with BC 2 AI BC Series Systems that can handle AI Pulse Profiles at various loads AI warranty protection within a standard system footprint Energy Density benefits of NiZn over other technologies ▪ Leverages nickel-zinc chemistry for higher efficiency and reliability ▪ Provides dual-use capability – AI workload pulses and backup power unlike capacitors, which cannot provide both Advanced Telemetry and Analytics ▪ Built on the ZincFive BMS Platform with streamlined hardware ▪ Enhanced UI and AI Pulse Power intelligence for deeper insights ▪ Designed to respond in 50ms intervals, enabling real-time monitoring and precise workload data capture Operates alongside existing UPS systems to absorb AI workload pulses Designed to prevent overload risk: if base load + pulse load > 110% of UPS capacity, system delivers continuity and minimizes risk of bypass |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential All-In-One Solution For AI Demands All-In-One Solution For AI Demands 21 Implications ▪ AI workloads create instant, rapid pulse power demands requiring a solution adjacent to the GPU for power smoothing ▪ The dynamic power draws must be addressed to prevent impacts to the efficiency and stability of the grid ▪ Pulse power issues become even more extreme in higher power per rack configurations ▪ Rack power increasing means that ZincFive's power density advantage becomes more valuable for compute ▪ AI data centers require dynamic power management in place for utility connection and maximum GPU performance ZincFive’s Solution ▪ ZincFive's chemistry is ideally designed for high-power battery back-up and high pulsing applications, with cycling and density improvements over competitors ▪ Unique all-in-one solution with smaller footprint1 - ZincFive is unique in providing UPS and pulse power in one solution – creating significant CAPEX and OPEX savings potential ▪ Increasing rack power densities require high power batteries closer to the compute, with increased safety over lead-acid and lithium-ion competitors and no thermal runaway demonstrated under third-party testing, ZincFive's solutions make this possible ▪ AI and GPU pulsing depletes batteries much faster than traditional IT load allowing for faster turnover and new recurring revenue models Traditional IT Loads vs. AI Dynamic Power Loads Additional Resources: Nvidia Developer Technical Blog How New GB300 NVL72 Features Provide Steady Power for AI 1) Compared to lead-acid and lithium-ion solutions |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential AI Is Driving Unprecedented Growth Of Data Centers AI Is Driving Unprecedented Growth Of Data Centers 22 Eaton 2025 Investor Day pg 19 1) Berkeley “2024 United States Data Center Energy Usage Report”, Electric Reliability Council of Texas 74 2023 2028 Data Centers Are Reshaping Electrical Demand1 ▪ As data centers grow larger, and power density per rack increases significantly over the next few years, dealing with pulse power effectively becomes even more critical ▪ Dynamic power draws, when not adequately filtered, can cause broader impacts to the efficiency and stability of the grid U.S. Data Center Capacity (GW) 4x to 6x High End Low End 132 20 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 Winning Customers |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential 24 Corporate History ZincFive Merges With PowerGenix Robust IP portfolio covering NiZn technology and scalable production UL Testing Demonstrates that there is no thermal runaway with ZincFive’s batteries at the cell level New Products & OEM Sales Launched&began shipping the 2nd generation UPS Battery Cabinet for data centers with an even smaller industry-leading footprint Contracted Backlog Building And Infrastructure Expansion Master Purchase Agreements signed with two major UPS OEMs (2023) and (2024) EMEA expansion with multiple partners; Cabinet assembly and service depot established in Europe U.S. cabinet assembly established 2016 2020-2021 2019 2022 R&D & Commercialization Launched industry’s highest power, smallest footprint UPS battery cabinet for the data center industry 2021 Mission Critical Top Tier Product Award Winner Category: UPS Systems Innovation: BC Battery UPS & Battery Cabinets 2023 2023 Mission Critical Top Tier Product Award Winner Category: UPS Systems Innovation: BC Battery UPS and Battery Cabinets Q1 2023 2024 - 2025 2024 1 BC 2 AI Product Launch Industry’s first AI-ready NiZn battery cabinet designed to handle rapid AI power surges while delivering dependable backup. Q4 2025 Edison AwardsTM Finalist Category: Resilient & Sustainable Solutions Innovation: NiZn Battery TIME AwardsTM Winner Category: Resilient & Sustainable Solutions Innovation: NiZn Battery Converted the 2021 product release and early orders into commercial traction with initial significant battery cabinet orders from ABB, Vertiv and other customers Awards Recognition | ZincFive Additional Resources: Awards & Recognition | ZincFive |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Total Addressable Market Is Large, Fast Growing And Expanding Total Addressable Market Is Large, Fast Growing And Expanding 25 Slide 19 Global DC MWs Installed And Annual CAPEX1 ($B) Non-AI data center MWs installed is expected to grow at 6% per annum from 2025 to 2029 – AI data center MWs installed is expected to grow at 21% per annum over the same period As data center size gets larger, and power density per rack increases significantly over the next few years, dealing with pulse power effectively becomes even more critical ZincFive’s TAM Is Expanding With New Products New Build Data Centers & Edge Retrofit AI Power 2025E TAM2 ~$8.8B 2025A TAM3 ~$1.6B 2025E Potential Opportunity4 ~$7.1B 1) Based on third party data and Company estimates 2) MarketsandMarkets report dated 31 October 2025, “Data Center UPS Market worth $12.47 billion by 2030” 3) Market Intelo report “UPS Battery Retrofit Market Research Report 2033” 4) Based on third party data and Company estimates 6,660 9,038 12,068 14,132 16,353 19,542 3,188 3,173 2,305 3,167 4,005 4,067 9,848 12,211 14,373 17,299 20,358 23,610 - $200 $400 $600 $800 $1,000 $1,200 - 5,000 10,000 15,000 20,000 25,000 30,000 2024E 2025E 2026E 2027E 2028E 2029E Global DC MWs Installed (MW) AI Non-AI Capex |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Demonstrated Capabilities In The Data Center Market… 26 ABB works closely with innovative companies to provide customers with sustainable options. Extensive testing has ensured ZincFive’s NiZn batteries meet data center safety, performance, and reliability requirements. The adoption of NiZn technology will enable our MegaFlex UPS solutions to provide high levels of power protection and will support customer decarbonization goals. Head of Power Protection, ABB Electrification “ ” For Corscale, circularity and sustainability are core to our development philosophy. ZincFive’s nickel-zinc battery energy storage solution provides us with a better form factor, minimizes our maintenance schedule, allows us to deploy pre-commissioned capacity faster, offers a lower total cost of ownership, eliminates thermal runway concerns, and is fully recyclable – something VRLA and Lithium-ion cannot match. When you look at the detrimental impact on the environment that lead, lithium, and cobalt pose end of life, you realize that nickel-zinc recyclability provides superior long-term benefits beyond the data center. SVP Data Center Development, Corscale ” “ Vertiv and ZincFive want to enable reliable and efficiently operated data centres around the world, providing greater access to data, with less waste and greater energy efficiency. Vertiv has already deployed the ZincFive product at several sites for major data centre companies… the technology is an excellent solution for customers faced with challenges with local Authorities Having Jurisdiction (AHJs) regarding National Fire Protection Association (NFPA) standards and the International Fire Code (IFC). Senior Director Energy Storage, Vertiv ” “ |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential $29 $67 $90 - $105 2024E 2025E 2026F … Which Translates To Accelerated Commercial Traction… … Which Translates To Accelerated Commercial Traction… 27 ZincFive’s 2024E – 2026F compound annual growth rate is 84%1 , with strong growth continuing into 2026 Updated (In $MM unless otherwise stated) Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as 2024E and 2025E. You are encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for further information. This slide contains forecasted and projected financial information of ZincFive, including information labeled as 2026F. You are encouraged to read “Use of Forecasts and Projections” on slide 3 for further information 1) Revenue CAGR and growth calculated using the midpoint $97.5MM of the $90.0MM-$105.0MM range Revenue Growth % 133% 35%-57%1 2024E – 2026F CAGR: 84.3%1 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential $28.7 $66.9 $90.0 - $105.0 2024E 2025E 2026F … Anchored In Strong Backlog Delivering High Confidence In 2026F … Anchored In Strong Backlog Delivering High Confidence In 2026F 28 Updated Commentary ▪ Total contracted backlog stood at $81.2MM as of the end of December 2025 ▪ Contracted backlog coverage stands at 77%-90% of 2026F guidance based on the high-low range, compared to 71% coverage in prior year1 ▪ 2026 Outlook: Company forecast of $90.0MM-$105.0MM revenue in 2026 representing a 35%-57%2 growth from the prior year Contracted Backlog Position Over Time ($MM) Historical Revenue & Outlook ($MM) 2024 Contracted Backlog Represented ~71% of 2025E Revenue 2025 Contracted Backlog is Representative of ~77% - ~90% of 2026F Revenue Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as 2025E. You are encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for further information. This slide contains forecasted and projected financial information of ZincFive, including information labeled as 2026F. You are encouraged to read “Use of Forecasts and Projections” on slide 3 for further information 1) Contracted Backlog / Forward Revenue Coverage calculated as December Year End Contracted Backlog / Forward Revenue 2) 2025E to 2026F revenue growth calculated using 2025E revenue and high-low range of 2026F revenue $47.7 $81.2 2024E 2025E |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Historical Financials Historical Financials 29 Updated Financial Summary 2024E - 2025E ($MM)1 ▪ Revenue increased from $28.7 million (2024E) to $66.9 million (2025E), representing 133% growth year-over-year, driven by continued expansion of end-market demand and new customer acquisition ▪ Gross margin enhancement of 59% from 2024E to 2025E as revenue scales across the existing cost base, demonstrating stronger benefits of revenue scale over fixed manufacturing costs ▪ Operating expenses increased by $10.3 million (up 30%), but represent a declining percentage of revenue, reflecting scalability of cost structure with targeted investment in sales and marketing to drive growth Commentary 2024E 2025E Revenues $28.7 $66.9 COGS 53.6 85.0 Gross Margin ($24.9) ($18.1) Margin % (86.7%) (27.1%) Research & Development 7.5 11.3 SG&A 26.5 32.9 Operating Loss ($58.9) ($62.3) Other Income/(Expense) 0.6 5.7 Series F convertible debt change in fair value - (15.1) Loss on extinguishment of debt - (12.2) Interest Income/(Expense) (7.0) (11.8) Income Tax Benefit/(Expense) (0.0) (0.0) Net Loss ($65.2) ($95.8) EBITDA Reconciliation Net Loss (65.2) (95.8) Interest Income/(Expense) 7.0 11.8 Depreciation Expense 0.9 0.7 EBITDA2 ($57.3) ($83.3) Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as 2024E and 2025E. You are encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for further information 1) Financial results are preliminary and unaudited. Annual adjustments for warranty, inventory and other customary year-end true-ups are not reflected in these results 2) “EBITDA” is a non-GAAP measure. Please see the “Non-GAAP Financial Measures” on slide 3 for further information |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 Transaction Overview |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential 2.8% 17.4% 1.2% 2.5% 76.1% SPAC Common Preferred Equity PIPE Bridge Financing Incentive Shares SPAC Founder Shares Rollover Equity to ZincFive Shareholders Update On ZincFive’s Plan To Go Public 31 DeSPAC Transaction Highlights Pro-Forma Capitalization Table1 Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as 2025E. You are encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for further information. This slide contains forecasted and projected financial information of ZincFive, including information labeled as 2026F. You are encouraged to read “Use of Forecasts and Projections” on slide 3 for further information 1) Analysis excludes the impact of 13.5MM of public and private warrants with an exercise price of $11.50 per share and preferred PIPE warrant coverage 2) Assumes no SPKL shareholders exercise redemption rights to receive cash from trust account at closing 3) Assumes $100.0MM PIPE commitment (post 15% OID) and $5.0M Bridge Loan at the time of BCA signing converted at $12.00/share, and 3.5MM incentive shares transferred from sponsor 4) Assumes 0.92MM incentive shares transferred from sponsor 5) Proposed pre-money equity value of $600.0MM at $10.00 per share ▪ ZincFive is combining with Spark I Acquisition Corporation (“SPKL”), a Nasdaq-listed SPAC with $25MM in trust, sponsored by SparkLabs, a global network of startup accelerators ‒ Executed Business Combination Agreement on May 27, 2026 ▪ The merger values ZincFive at $753MM enterprise value ▪ Existing ZincFive shareholders are rolling 100% of their equity ▪ The Combination is anchored by $100MM in proceeds from committed Preferred Equity PIPE ‒ Providing critical growth capital to support scaling of ZincFive ▪ ZincFive and Spark I Acquisition Corporation moving toward filing their S-4 with the SEC 2 3 5 4 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential 7.7x 14.5x 18.5x 34.7x 52.6x $753 $4,497 $2,427 $1,394 $399 171.1% 79.4% 26.3% (57.7%) 35% - 57% $310 $131 $40 $8 $90 - $105 Select Public Company Analysis: Battery Peers Select Public Company Analysis: Battery Peers 32 Enterprise Value Peers: 26.6x 2026F Revenue Updated Blended: 15.6x Note: This slide contains preliminary and estimated financial information of ZincFive, including information labeled as 2025E. You are encouraged to read “Use of Preliminary and Estimated Financial Information” on slide 3 for further information. This slide contains forecasted and projected financial information of ZincFive, including information labeled as 2026F. You are encouraged to read “Use of Forecasts and Projections” on slide 3 for further information Source: Company filings and FactSet. Market data as of May 18, 2026 1) ZincFive 2026F Revenue assumed as to be $97.5MM, midpoint of the $90.0MM-$105.0MM range 2) 2025E to 2026F revenue growth calculated using 2025E revenue and high-low range of 2026F revenue. 2025 Revenue is estimated pending completion of formal closing of PCAOB audits 1 Median Median EV / 2026F Revenue 2025E – 2026F Revenue Growth ($MM) ($MM) Peers: 52.9% 1 2 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 Appendix |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential BC Series Battery Cabinet Comparison Total Cost of Ownership Comparison Across Battery Technologies Over 15-Year Evaluation Period BC 2-500 Top Terminal VRLA(1) Lithium Ion (LMO/NMC) Notes UPS System 1500 kW UPS System Total Site Load 1500 kW TCO Years Evaluated 15 Strings Required 4 9 8 Sized to provide 3min EOL Power per string (kW) 375 175 200 Higher power reduces string count String Dimensions 21W x36D x83H 40W x29.5D x78.7H 25.6W x23.6D x80.9H Total System Dimensions 84W x36D x83H 360W x29.5D x78.7H 204.8W x23.6D x80.9H Typical UPS is 32" – 36" deep Total System Sq. ft. 21.00 73.75 33.56 Cabinet Weight 2,100 lbs 5,090 lbs 1,183 lbs Lighter weight reduces structural costs System Weight 8,400 lbs 45,810 lbs 9,464 lbs String Cost $39,700 $13,500 $14,500 System Costs $158,800 $121,500 $116,000 Installation Costs $11,790 $66,790 $38,120 Lower cabinet count and complete shipping lowers install cost Total Capex Costs $170,590 $188,290 $154,120 Yearly Service Costs $1,200 $10,800 $4,800 Fewer visits and cabinets reduce service costs Yearly Footprint Costs (lost revenue) $4,200 $18,000 $10,240 Based on linear feet × typical UPS depth Replacement Costs (incl. recycling) $4,452 $250,000 $22,430 VRLA assumes 2 replacements; all include EOL removal + recycling Total Opex Costs $85,452 $682,000 $248,030 Service + footprint for 15 yrs with replacements Total Cost of Ownership (Capex + Opex) $256,042 $870,290 $402,150 Additional Cost for Competitors' System $614,248 $146,108 Note: Based on a comparison of BC 2-500 against top terminal VRLA and lithium-ion (LMO/NMC) using internal estimates of all direct costs (capital expenditures and operating expenses) related to the batteries purchase, installation, operation, and disposal over a 15-year period. This model is used for example purposes only 1) Valve-regulated lead-acid is a type of lead-acid battery 34 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Definitions 35 AI Artificial Intelligence IP Intellectual Property BC Battery Cabinet NiZn Nickel-Zinc BESS Battery Energy Storage System OEM Original Equipment Manufacturer BMS Battery Management System OPEX Operating Expense CAGR Compounded Annual Growth Rate PCAOB Public Company Accounting Oversight Board CAPEX Capital Expenditure ROIC Return on Invested Capital CPU Central Processing Unit TAM Total Addressable Market DC Direct Current TCO Total Cost of Ownership defined as all direct costs (capital and expense) related to the batteries purchase, installation, operation, and disposal over a 15 year period EV Enterprise Value GPU Graphics Processing Unit UI User Interface Hyperscaler A company that runs massive globally scaled data centers to deliver cloud and AI services such as AWS, Google, Microsoft and Meta UL Underwriters Laboratories UPS Uninterruptible Power Supply VRLA Valve-Regulated Lead-Acid |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Risk Factors Risk Factors The below list of risk factors has been prepared solely for purposes of the proposed private placement transaction (the “Private Placement”) as part of the proposed transaction, and solely for potential investors in the Private Placement, and not for any other purpose. All references to “ZincFive,” the “Company,” “we,” “us” or “our” refer to the business of ZincFive, Inc. and its consolidated subsidiaries. The risks presented below are certain of the general risks related to the business of the Company, the Private Placement and the proposed business combination (the “Business Combination”) between the Company and Spark I Acquisition Corporation (“Spark”), and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by the Company and Spark, with the U.S. Securities and Exchange Commission (“SEC”), including the documents filed or furnished in connection with the proposed transactions between the Company and Spark. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of the Company and Spark and the proposed transactions between the Company and Spark, and may differ from and be more extensive than those presented below. Investing in securities (the “Securities”) to be issued in connection with the Business Combination involves a high degree of risk. You should carefully consider these risks and uncertainties, together with the information in the Company’s consolidated financial statements and related notes, and should carry out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in the Private Placement, before making an investment decision. There are many risks that could affect the business and results of operations of the Company, many of which are beyond its control. If any of these risks or uncertainties occurs, the Company’s business, financial condition and/or operating results could be materially and adversely harmed. Additional risks and uncertainties not currently known or those currently viewed to be immaterial may also materially and adversely affect the Company’s business, financial condition and/or operating results. If any of these risks or uncertainties actually occurs, the value of the Company’s equity securities may decline, and any investor in the offering may lose all or part of its investment. Risks Related to Our Business Capital Requirements and Financial Position. We have a history of operating losses and may not achieve or sustain profitability in the future. We will require substantial additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, and we cannot be sure that additional financing will be available. As we endeavor to expand our business, we will incur significant costs and expenses, which could outpace our cash reserves. Unfavorable conditions or disruptions in the capital and credit markets may adversely impact business conditions and the availability of credit. Our indebtedness could adversely affect our business, financial condition and results of operations and restrict us in ways that limit our flexibility in operating our business. 36 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Risk Factors (Cont’d) Our Business and Industry. Failure to deliver the benefits offered by our technologies, or the emergence of improvements to competing technologies, could reduce demand for our products and harm our business. Traditional lithium-ion technologies may have certain actual or perceived advantages over our technology, which could affect demand for our products. A decline in lithium prices or other improvements in lithium-ion battery technology may result in increased competition from traditional lithium-ion batteries and adversely affect the demand for our products. International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospects. Our business has and is expected to continue to have significant customer concentration. Backlog may not be realized or may not result in profits and may not accurately represent future revenue. Manufacturing. Our future success depends in part on our ability to increase our production capacity, and we may not be able to do so in a cost-effective manner. If we elect to expand our production capacity by constructing or leasing one or more new manufacturing facilities, we may encounter challenges relating to the construction, management and operation of such facilities. We may experience delays, disruptions, or quality control problems in our manufacturing operations. Defects, field failures, or performance problems in our products could result in loss of customers, reputational damage, and decreased revenue. We may also face warranty, indemnity, and product liability claims that may arise from defective products or field failures. Competition. We operate in highly competitive energy industries, and are subject to pricing pressure and increasing competition. Many of our competitors and potential competitors have substantially greater financial, marketing, personnel and other resources than we do, and if we do not compete effectively, our competitive positioning and our operating results will be harmed. Future Growth. If we fail to manage our recent and future growth effectively, we may be unable to execute our business plan, maintain high levels of customer service, or adequately address competitive challenges. Our planned expansion into new geographic markets or new product lines or services could subject us to additional business, financial, and competitive risks. Our ability to proceed with projects under development and complete construction of projects on schedule and within budget are subject to contractual, technology, operating and commodity risks as well as market conditions that may affect our operating results. Demand for our products depends on the continued growth of energy-reliant infrastructure, including infrastructure to support demand for AI, which has seen rapid growth in recent years and if demand for such infrastructure does not continue to grow at similar or higher rates, it may have a material adverse effect on our business, financial condition, operating results and prospects for future growth. Strategic Partners. The execution of our strategy to expand into new markets through strategic partnerships, joint ventures and licensing arrangements is in a very early stage and is also subject to various risks which could adversely affect our business and future prospects. 37 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Risk Factors (Cont’d) Third Parties. We depend on third-party suppliers for the development and supply of key raw materials and components for our energy storage products. We also depend on vendors for the shipping of our energy storage products. Quality issues or delays in our supply or delivery chain and shipments could harm our ability to manufacture, supply and commercialize our energy storage products. International Operations. Because our success depends, in part, on our ability to expand sales internationally, our business will be susceptible to risks associated with international operations. We currently rely on our manufacturing facility in China for the production of components of our products, and a significant disruption in the operation of our manufacturing facility in China, political unrest in China, tariffs, impact of outbreaks of health epidemics, or changes in social, political, trade, health, economic, environmental, or climate-related conditions or in laws, regulations and policies governing foreign trade could materially and adversely affect our business, financial condition and results of operations. Intellectual Property. If we are unable to obtain and maintain patent protection for our products and technology, or if the scope of the patent protection obtained is not sufficiently broad or robust, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize our products and technology may be adversely affected. Moreover, our trade secrets could be compromised, which could cause us to lose the competitive advantage resulting from these trade secrets. Legal, Regulatory and Government. The nature of our business exposes us to potential legal proceedings or claims that could adversely affect our operating results. These claims could conceivably exceed the level of our liability insurance coverage. We are subject to requirements relating to environmental and safety regulations and environmental remediation matters, which could adversely affect our business, results of operation and reputation. We are subject to governmental export and import controls and trade and economic sanctions that could impair our ability to compete in global markets and subject us to liability if we are not in full compliance with applicable laws and other controls. In addition, many of our customers and prospective customers rely on federal, state and local government incentives, the reduction of which could reduce demand for our products. Further, investments in, or incentives granted to, our competitors by governmental entities could put us at a competitive disadvantage. Risks Related to the Private Placement Capital Raise. There can be no assurance that we will be able to raise the anticipated ~$100 million in the Private Placement, or that the amount of funds raised in the Private Placement will be sufficient to consummate the Business Combination or for use by the combined company following the Business Combination (the “Combined Company”). Voting Power. The issuance of shares of the Combined Company’s securities in connection with the Private Placement will dilute the voting power of the Combined Company’s shareholders. 38 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Risk Factors (Cont’d) Risks Related to the Business Combination Transaction Costs. Both Spark and we will incur significant transaction costs in connection with the Business Combination. Contingencies of Business Combination. The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed. Key Personnel. The ability to successfully effect the Business Combination and the Combined Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain of our key personnel, all of whom we expect to stay with the Combined Company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business. Redemption. If a significant number of shares of Spark’s common stock is elected to be redeemed in connection with the Business Combination, the stock ownership of the Combined Company will be highly concentrated, which will reduce the public “float” and may have a depressive effect on the market price of the common stock of the combined company. Redemptions would also reduce the amount of capital available to the Combined Company following the Business Combination. If accepting all properly submitted redemption requests would cause minimum cash to be less than any amount necessary to satisfy a closing condition, Spark may not proceed with such redemptions and Business Combination. Value of Securities. If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Spark’s securities or, following the consummation of the Business Combination, the value of the Combined Company’s securities, may decline. Stock Exchange Approval. There can be no assurance that the Combined Company’s securities will be approved for listing on the chosen stock exchange or that the Combined Company will be able to comply with the continued listing standards of such stock exchange. Conflicts of Interest. Some of Spark’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether we are an appropriate target for Spark’s initial business combination. Legal Proceedings. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination. 39 |
| 48 124 225 253 196 44 233 238 243 68 224 106 43 51 60 68 84 106 255 255 255 12 16 21 ZincFive Confidential Risk Factors (Cont’d) Compliance with Laws. Changes in laws or regulations or interpretation and application of such laws and regulation, or a failure to comply with any laws and regulations, may adversely affect us and the Combined Company’s business, including Spark, and our ability to consummate the Business Combination, and results of operations. 40 |
Exhibit 99.3
Transcript
| Speakers: | James Rhee, Spark I Acquisition Corporation, Chief Executive Officer and Chairman; Tim Hysell, ZincFive Inc., Co-Founder, Director and Special Advisor; and Tod Higinbotham, ZincFive Inc., Chief Executive Officer |
| James Rhee: | Hello everyone, my name is Jim Rhee, and I am the CEO and Chairman of Spark I Acquisition Corporation, a SPAC sponsored by SparkLabs Group. |
I am absolutely delighted to announce plans for our business combination with ZincFive.
ZincFive is already a rapidly growing, successful battery and power solutions company in the data center industry. However, with the soaring power needs of AI, new power challenges are emerging in AI data centers. One of those challenges is that modern AI workloads create rapid, repeated power spikes, often reaching up to 50% above baseline in milliseconds. Traditional batteries aren’t built for that kind of volatility.
ZincFive’s nickel-zinc batteries are built for this kind of volatility.
They’re engineered for high-power, short duration demands, delivering and absorbing power instantly, without compromising reliability.
And this has been proven at scale. ZincFive has contracted and deployed nearly 2 gigawatts globally as of year-end 2025. ZincFive serves blue-chip customers and holds more than 80 patents, backed by UL-safety certification.
Over the duration of this call, you’ll hear all about this in greater detail. So with that said, let me turn it over to Tim Hysell, Co-founder, Board member and Strategic Advisor to ZincFive.
| Tim Hysell: | Hello, my name is Tim Hysell. I’m the Co-founder of ZincFive and previous CEO for the past 10+ years. I now sit on the Board of Directors at ZincFive and support Tod Higinbotham, our CEO and previous COO, to help grow and advance the company. |
My background includes working for some of the top corporations in the world, as well as founding and scaling companies to levels worthy of the public market and mergers and acquisitions.
My history includes working for companies like Hewlett Packard, General Electric, Siemens, and Phillips. I’m also a co-founder of a bank in Oregon with four (4) branches. I’m a board member of the bank and chairman of the compensation and governance committee.
I look forward to sharing ZincFive’s exciting story and technology with you.
Please allow Tod Higinbotham, our CEO, to introduce himself.
| Tod Higinbotham: | Hello, I am Tod Higinbotham, CEO of ZincFive. My background prior to batteries was working with advanced materials in the Solar, Flat Panel Display and Semiconductor markets. The common elements to my experience are developing IP protected performance materials and successfully expanding and scaling businesses globally. |
My private company experience was with Advanced Silicon Materials making ultra-high-purity materials for solar cells and semiconductors. We grew and sold that business to REC Solar which then became their solar materials division. My public company leadership was with a company called ATMI, a NASDAQ-traded business, where we invented new materials for the semiconductor market for leaders like Intel and TSMC. We grew and scaled that company and sold it to another public company called Entegris in 2014.
I joined as the CEO of a battery venture named PowerGenix in 2014. They had invented and began scaling a nickel zinc battery for high-power, short-duration applications by applying proprietary materials technology and developing a large patent portfolio around the new technology.
At that time, Tim’s company was one of our first customers, and we began discussing combining the companies so we could leverage both the materials technology and the power electronics expertise to develop new solutions for the data center market. Fast forward 9 years and we’ve deployed our advanced battery solutions throughout the data center world and into multiple applications, and we have a high-power battery technology solution (battery + power electronics) that can meet the dynamic power loads required for the AI Era.
| Tim Hysell: | The takeaways from this slide are: |
The success ZincFive is having in the data center industry with our proprietary nickel zinc battery technology has created an inflection point. We have deployed, as mentioned, and have under contract nearly 2 GWs of our technology in the data center industry as of year-end 2025. ZincFive is growing rapidly, illustrated by our $81 million in backlog of contracted purchase orders for the data center industry as of December 31, 2025.
The evolution of artificial intelligence takes ZincFive’s opportunity to a whole new level. Let me explain from a high-level: for AI to scale it requires solutions that can solve AI dynamic power loads. So think very short duration, high-power burst when AI is computing. I believe ZincFive’s nickel zinc technology is ready to solve this AI challenge, which Tod Higinbotham, CEO, ZincFive will share more about next.
Last thing to point out on this slide is the current and future market opportunities for ZincFive’s nickel zinc technology are abundant. Why? Because we focus on markets that are challenging for lithium ion and lead-acid batteries, such as very short duration global applications like battery backup and AI solutions for the data center industry, which our nickel zinc technology is ideal for.
Let me highlight two things on this slide:
The global commercial growth ZincFive is experiencing by the numbers: Impressive revenue growth in 2025 over 2024; $81M in backlog of contracted purchase orders with some of the most recognized global companies in the data center industry as of December 31, 2025; In addition, ZincFive holds over 80+ patents and trade secrets with our nickel zinc battery technology and our solutions. Noteworthy—we are not aware of any other companies in the world that hold an intellectual property portfolio around nickel-zinc that compares to ZincFive.
Second highlight—why ZincFive over lithium ion and/or lead acid solutions. In mission critical data centers there are multiple areas of focus when considering total cost of ownership by data center operators purchasing batteries.
One is high power density solutions. Again, think short duration discharges. Why is that important? The higher the power density the smaller the space required, resulting in cost savings.
Safety, which means risk of fire, thermal runaway or explosion. Our nickel-zinc batteries have been tested by UL and the UL 9540A report showed no risk of fire, thermal runaway or explosion with our nickel-zinc battery.
And most importantly, sustainability: Our nickel zinc batteries are highly recyclable and have a significant competitive advantage in terms of carbon footprint compared to lithium ion and lead-acid batteries.
| Tod Higinbotham: | We only manufacture two form factors of batteries: prismatic and cylindrical. Our batteries are designed to discharge fast. This rate of discharge is called “Power”, while the volume is called “Energy”. Lithium batteries specialize in high energy density—lots of energy in a small space. This enables small, light batteries for electronics and EVs; they are the distance runner. Our battery is “the sprinter”; great energy density as well, but designed to deliver it “all at once” or in a very short time. This enables our battery to be smaller, more efficient, and lower cost for short-duration applications. This is what we refer to as immediate power. |
Let’s talk about our applications and markets.
As Tim mentioned, our main market target is “Uninterruptible Power Supply (UPS ) for Data Centers”. It is very large and growing rapidly. Details on battery criteria for traditional data centers are shown on the top-half of the slide. In addition, a large, new opportunity has emerged due to the challenges that AI-based data centers face, shown in the bottom-half of this slide. The AI chips from Nvidia and others are implemented in large clusters that require constant synching. When this happens, very short-duration, high-power transient pulses are required from the energy system. Our nickel-zinc technology was designed specifically for this type of challenge, and we have the capability to charge and discharge at extremely high rates to enable the dynamic power required for AI. As is illustrated later in the presentation, this is a very large market opportunity.
Here is the typical stoplight chart every battery company has, claiming their battery is better. This is a relative chart with green being “good” and red being “bad”, and yellow “somewhere in-between”. We back up every claim we make on this chart, and we support the claims with our own data and third-party testing. A good example, if you look at the bottom of the slide, is our UL9540A test report. This demonstrates the safety claims of our battery. They were unable to drive our battery into thermal runaway—and the test was done with no battery management system, or BMS—just the battery. No way to turn it off with a fuse or switch.
The main takeaway is in the bottom, right hand corner: higher power density equals smaller battery equals lower cost equals higher margins. Power density is the foundation of our business model, and our economic advantage comes from that source. When you see our margin trends on a later slide, some of the margin improvement is coming from scaling-up and reducing costs. However, most of the margin improvement is coming from our advancing the power density of our solutions. This enables us to provide a “megawatt of power with fewer and fewer batteries,” or increase the megawatts provided within our current footprint. When we started out, we needed 4 BC cabinets per megawatt of power, and we have now reduced that down to 3 cabinets with the introduction of our BC2-500 model.
We expect to continue to advance our power density and work to shrink the size and cost of our battery to the customer.
Where do we get used in the data center? A growing list of applications. From the left-side of the slide we show our released products and moving to the right we show planned future products and markets. Our flagship UPS product is #1: the BC cabinet family on its third generation and now expanding to liquid cooling and AI Dynamic Power Loads—products 1A and 1B.
Product #2 is growing rapidly and has great potential. This solution is used for starting the large diesel generators— another fabulous “power” application. We have developed this solution with our partner SENS: they are a Colorado based power electronics company focused on higher-end, high-performance applications. SENS developed this solution using the power capability of nickel zinc batteries. We believe there are many new geographies and generator sizes that can be addressed with this product line in the future, and we have a fantastic partner in SENS.
We expect to release Product #3 in 2026. This product uses the same subassemblies we use in our BC cabinet, but is designed to replace lead-acid batteries which are at end-of-life. This “lead acid replacement cycle” is one of the largest battery segments in the data center industry. Currently, customers are using new lead-acid batteries for this replacement, but our batteries have many advantages in lifetime, performance, size and so we are excited to address this significant and expanding market segment beginning in 2026.
And finally, on the bottom right: our new, high-power cylindrical cells are being tested and qualified at a major hyperscaler, and these are the building blocks for our future AI pulsing products, which we will discuss later. The cylindrical cell is the highest power cell we manufacture.
Here is how we do it. We continue to increase the power density of our solutions moving from left to right by utilizing our highest density form-factor, the cylindrical cell, in new, innovative designs. These are targeted to be modular, flexible, field-changeable, safe to be close to the AI chips clusters, and recyclable. This pulsing capability does not require us to develop a new battery; it is already built-in to our fundamental power capability. This also enables continued gross margin expansion by providing higher levels of value to the customer—both increased power density and flexibility.
We have proven our business model on the “BC UPS Platform” and are now in development of our AI Power Platform.
The summary of our nickel zinc manufacturing and operations is that we are “going global.” Our customer geography is expanding, and we are investing to keep-up. We have already outfitted and scaled three (3) battery facilities in China. These facilities have passed complete audits from our major global customers. In addition, we started our EU cabinet assembly facility in Finland using a contract manufacturer. This provides a much shorter supply chain to any customer outside the US but focused on the EMEA region. We can add a similar assembly line in China to support Asia customers as that region begins to grow.
Next, we have launched a project to establish a US battery manufacturing facility estimated to be sited and equipped in 2026, with a ramp-up in 2027. We plan to leverage the US facility for US and North America customers and use the China facilities for the rest of the world.
The investment for our nickel zinc capacity is “capital light.” We estimate that $30 million of capital can derive $150 million in annual revenue which enables a high return on invested capital and low depreciation. In addition, we have established enough capacity in China to meet our projected revenue growth for the next several quarters, and this capacity can be expanded incrementally with modest investment. This greatly reduces the risk in the US manufacturing project.
Now for the exciting AI story: the current and future AI chips from Nvidia and others are increasing the power density and requirements by almost 10x over the next five (5) years. This is a major industry challenge, and the next several generations of data center designs will need to be developed to address a completely new paradigm. Imagine overloading the grid with 50% more power on top of what is being used for 50 milliseconds, every single second—like adding half of another town “on and off” all day, 24 hours per day—that is how AI chips operate at high-performance. This creates several challenges and opportunities, including thermal management, reliability, safety and complexity.
And we have already started preparing to address the challenges. We launched our first version of this flexible UPS + AI platform. The BC2-AI was released late last year, and we expect to begin production ramp up through the rest of 2026. This product can handle limited AI loads and provides customer flexibility in transitioning to AI-focused data centers.
This growth in power density combined with the dynamic pulsing loads is creating a substantial opportunity for our high-power, short-duration technology. As you can see in the middle of the slide, the power loads are changing from “smooth and steady” to “dynamic and irregular”. Also, as you can see the loads spike far above the nominal or normal load which makes power system design extremely challenging and inefficient.
Because our battery can discharge and recharge in pulse mode (milliseconds) while still being able to provide reliable UPS run time (1-2 minutes), we have the opportunity to deliver a flexible model to customers in this new space and effectively “absorb” the variation in the load. The changing needs demand a flexible model and the 10x increase in GPU power requires a high-power solution that we believe we can deliver.
The transition to the AI market is creating a major market growth opportunity. Growth estimates range from four to six times growth of GWs of capacity added to the market from 2023 to 2028.
| Tim Hysell: | Several quick points to share on this slide: |
ZincFive is not a startup. We have been around since 2016 as a nickel-zinc battery and technology solutions provider. The technology has been commercially deployed since 2012 into other industries by a legacy ZincFive company.
ZincFive routinely has been recognized for data center product awards and was recognized recently by TIME Magazine as one of the World’s Top “Green Tech Companies”.
We have commercialized relationships with some of the largest companies in the data center market like Vertiv, ABB, and others as well as some of the largest hyperscalers in the world.
I would be remiss if I didn’t repeat something that Tod said, and that is, we launched our exciting BC2-AI product in Q4 of 2025 and we are excited about this product going forward.
| Tod Higinbotham: | I want to emphasize on this slide that the market sizes we are currently addressing are already large and growing. We have barely scratched the surface of the UPS segment, and we expect to launch into Retrofits and AI Power in 2026 with potential for a recurring revenue model in the AI Power segment due to the changing needs and requirements for flexibility. The total TAM for these three application segments is over $17B. |
Customer reviews. It is very difficult to get a quote or a logo from a customer to be publicized in this highly confidential industry. As you can see, we have customers so energized about nickel zinc and ZincFive that they have made these public statements about us.
It took a long time to break into this very conservative industry but as this slide shows we are going into 2026 with a strong year-to-year upswing. The company drove 133% revenue growth in 2025 and ended the year with an $81M order backlog. We are working to convert that backlog into revenue and add an additional $14-24M of shipments in 2026 creating an expected revenue range of $90-105M or a 35-57% growth rate range.
In 2025 and into 2026, the number of orders, the size of orders, the percentage of reorders, the expansion of geography into the EU all increased. We hit an inflection point in 2025 and carry that momentum into 2026.
One of the great features of the data center market is that customers order equipment anywhere from four to ten months prior to shipment. This means our company runs off of “contracted backlog”: these are formal, written, committed purchase orders from large, well-financed customers and projects. In the past 12 months from December ’24 to December ’25 we have grown that backlog from $47.7M to $81.2M—an increase of 70%. In 2025, we were able to produce revenue of $67M from a beginning backlog of $48M—a 40% increase over the backlog. Applying this same dollar uplift to our current backlog results in roughly $105M for 2026, and we have set that target for the upper-end of our estimated range shown at the bottom-right of $90 to105M.
Here is our P&L summary for 2024 and 2025:
Revenue grew 133%, as I said, for 2025 over 2024.
Gross margins have increased as we have scaled, and we saw pricing improvements consistently over the past three (3) years. However, the major increase in the margins is being driven by the new “released products”: the BC2-300X and the BC2-500. These products have much higher power density and therefore require fewer cabinets per MW provided, as I said earlier, thereby reducing our COGs for each megawatt sold.
Our SG&A operating costs have increased, but at a lower rate than the top-line, thereby delivering improved P&L leverage.
Here is a summary of our de-SPAC transaction.
The transaction carries an enterprise value of $752M and is anchored by a committed $100M preferred equity PIPE.
Based on the low-end of our 2026 guidance, the pricing of this deal reflects a multiple of 7.7x on 2026 estimated revenue, a conservative value as compared to the range for similar sized specialty battery comparables.
In closing, ZincFive is at an inflection point. Our successful penetration into the Data Center UPS market combined with the rapidly emerging opportunity for AI high-power solutions, has positioned the company for strong growth.
Our biggest weakness is the necessary capital to execute on these opportunities. We believe this SPAC transaction will enable us to move quickly and efficiently into the public markets and drive our growth and ability to invest and expand on behalf of our customers.
Thank you for time and attention.
FAQ
What did Spark I Acquisition Corporation (SPKL) announce in this Form 8-K?
How is ZincFive valued in the Spark I (SPKL) business combination?
What financing accompanies the SPKL–ZincFive merger?
What are the key terms of New ZincFive’s 12.0% Series A Preferred Stock?
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