Spark I Acquisition Corporation and ZincFive announced a proposed business combination that would make ZincFive a publicly traded company on the Nasdaq under the ticker ZFIV when the transaction closes. The communication states the parties executed a Merger Agreement dated June 11, 2026 and expect to complete the transaction in Q4 2026.
The message to employees reminds staff to follow SEC communication rules, includes customary forward-looking statements disclaimers, and states SPKL and ZincFive intend to file a Registration Statement on Form S-4 and a preliminary proxy/prospectus with the SEC. Shareholders will receive definitive proxy materials after the Registration Statement is declared effective.
Spark I Acquisition Corporation entered into a definitive merger agreement to combine with ZincFive, valuing ZincFive at $600,000,000. The transaction contemplates a domestication of Spark I from the Cayman Islands to Delaware and an exchange of ZincFive equity into New ZincFive common stock based on an Exchange Ratio. Closing is expected in the second half of 2026 and is subject to SPKL shareholder approval, ZincFive stockholder consent, the Registration Statement becoming effective, certain listing approvals and customary closing conditions, including Available Closing Cash of not less than $100,000,000. The deal includes a concurrent Series A Preferred Stock financing of $106.5 million (10,441,174 shares at a stated value of $12.00), related investor warrants, Sponsor and stockholder lock-ups and registration rights for certain holders.
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.