Spark I Acquisition Corporation (SPKL) proposes a business combination with Legacy ZincFive, including SPKL’s domestication from the Cayman Islands to Delaware and two mergers. After the transactions, SPKL would be renamed ZincFive, Inc. The combination is subject to shareholder approvals and other closing conditions.
At closing, Legacy ZincFive securityholders would receive aggregate consideration valued at $600 million, in ZincFive common stock, options or restricted stock units, as applicable; common stock is valued at $10.00 per share. Series A investors have agreed to purchase 10,441,174 shares of 12.0% cumulative convertible preferred stock and warrants for an aggregate purchase price of $106.5 million. Closing requires Available Closing SPAC Cash of at least $100 million.
Nasdaq issued a delisting notice on September 30, 2026, and trading in SPKL units, Class A shares and public warrants was suspended on October 7, 2026; quotation on the OTC Market’s Pink Limited Market was expected. Listing approval for the proposed ZincFive securities is a closing condition that may be waived, in which case the securities could be unlisted.
Spark I Acquisition Corp. held an extraordinary general meeting on September 25, 2026, to approve extending the deadline for its initial business combination from September 29, 2026, to March 29, 2027.
In connection with the meeting, holders of 609,668 Class A ordinary shares exercised redemption rights for a pro rata portion of trust funds, including interest. As of October 2, 2026, approximately $7.1 million (approximately $11.68 per share) was removed from the Trust Account to pay holders, leaving approximately $19.0 million. Spark I reported 6,445,104 Class A ordinary shares outstanding following the redemptions.
Spark I Acquisition Corp. (SPKL) received Nasdaq notice that its securities will be delisted because it did not complete an initial business combination by September 29, 2026, as required by Nasdaq Interpretive Material IM-5101-2. Trading in its Class A ordinary shares, units and warrants is scheduled to be suspended at the opening of business on October 7, 2026; Nasdaq said it will file a Form 25-NSE to remove the securities from listing and registration.
After delisting, Spark I expects the securities to be quoted on the Pink Limited Market under SPKL, SPKLU and SPKLW, respectively, but said there is no guarantee a broker will make a market or trading will continue. Spark I still intends to complete its proposed business combination with ZincFive and seek a listing on Nasdaq or another national securities exchange in connection with it, as soon as practicable, but gave no assurance the transaction or listing will succeed. The related registration statement filed September 30, 2026, was not yet effective, and its preliminary proxy statement/prospectus was incomplete and subject to change.
Spark I Acquisition Corporation furnished an investor presentation about its proposed business combination with ZincFive, which supplies nickel-zinc batteries and solutions for data-center backup power and AI-related power demands. The presentation states a proposed $762 million enterprise value, describes $100 million in proceeds from a committed Preferred Equity PIPE, and says ZincFive shareholders would roll over 100% of their equity. Spark I had $26 million in trust as of September 30, 2026; the presentation’s closing capitalization assumes no Spark I shareholder redemptions.
ZincFive reported first-half 2026 revenue of $38.9 million, versus $34.9 million in first-half 2025, and an operating loss of $26.3 million versus $24.7 million. Revenue was $28.7 million in 2024 and $65.0 million in 2025. Contracted backlog was $126.5 million as of June 30, 2026, and its 2026 revenue forecast was $90.0 million to $105.0 million. The forecast is illustrative; the Form S-4 filed September 30, 2026 had not been declared effective, and the proposed transaction is to be submitted to Spark I shareholders.
Spark I Acquisition Corp (SPKL) will make a one-time additional deposit into its Trust Account of $0.10 per public share not redeemed in connection with its extraordinary general meeting, scheduled for October 5, 2026. The contribution will be in addition to monthly Sponsor Contributions and will increase the per-share price payable for EGM-related redemptions or upon liquidation, whichever occurs first.
Public shareholders who already submitted an EGM redemption request may withdraw it by contacting Continental by 5:00 p.m. Eastern time on October 2, 2026. Those who do not withdraw by then will receive the original redemption price, estimated at approximately $11.60 per share.
Spark I Acquisition Corp (symbol: SPKL) is the issuer of record for a Form S-4 filing submitted to the SEC.
Spark I Acquisition Corp (SPKL) shareholders approved extending the deadline for an initial business combination from September 29, 2026, to March 29, 2027, or an earlier date set by the board. The vote was 7,074,069 for, 57,456 against and zero abstentions; the amendment took effect upon approval.
Under the extension, the sponsor, SLG SPAC Fund LLC, agreed to make trust-account loans beginning October 1 at $0.015 per public share outstanding after redemptions, up to approximately $201,304 in aggregate. The company issued the sponsor a no-interest note with principal up to $400,000, repayable in full upon the earlier of a business combination or March 29, 2027. If no combination is completed by then, repayment is limited to funds outside the trust account or the note may be forfeited, eliminated or forgiven. The company also plans a one-time $0.10 deposit per public share not redeemed in connection with the meeting, scheduled for October 5; it will increase the per-share price payable in connection with a vote on the proposed ZincFive combination or liquidation, whichever is earlier. Holders who submitted redemption requests may withdraw them by October 2 at 5:00 p.m. Eastern; otherwise, the estimated original redemption price is approximately $10.92 per share.
Spark I Acquisition Corporation, a SPAC, reported a net loss of $1,745,084 for the six months ended June 30, 2026, versus income a year earlier, as operating and formation expenses rose and interest income on its smaller trust balance declined. Cash outside the trust was $401,642 with a working capital deficit of $6,048,479.
After July 2025 redemptions of 7,763,287 Class A shares for about $84.8 million, approximately $24.4 million remained in the trust; trust investments totaled $25,813,648 at June 30, 2026 backing 2,236,713 redeemable Class A shares. The sponsor has provided a $1.9 million convertible note and a $2.5 million non-convertible note to fund costs.
The company entered into a Merger Agreement with ZincFive, Inc. and plans to domesticate to Delaware and rename as ZincFive, Inc., supported by a committed $106.5 million Series A preferred stock investment at Closing. Management discloses that limited liquidity, reliance on sponsor financing, and the requirement to complete a business combination by September 29, 2026 raise substantial doubt about its ability to continue as a going concern.
AQR Capital Management and affiliated entities report beneficial ownership of 437,689 Class A ordinary shares of Spark I Acquisition Corp, representing 7.02% of the class as of June 30, 2026. The group holds no sole voting or dispositive power, but shares voting and dispositive power over these shares.
AQR Global Alternative Investment Offshore Fund, L.P., a Cayman Islands entity, is reported as beneficial owner of 359,806 shares, or 5.77% of the class, with its investment manager and general partner entities (including AQR Capital Management, LLC and AQR Capital Management GP Ltd.) sharing voting and dispositive authority.
Mizuho Financial Group, Inc., a Japan-based parent holding company, filed an amended Schedule 13G reporting its beneficial ownership in Spark I Acquisition Corporation common shares. Mizuho reports beneficial ownership of 10,287 common shares, representing 0.2% of the class. It has sole voting power and sole dispositive power over all 10,287 shares, with no shared voting or dispositive power. The shares are directly held by Mizuho Securities USA LLC, and Mizuho Financial Group, Inc., Mizuho Bank, Ltd., and Mizuho Americas LLC may be deemed indirect beneficial owners through this wholly owned subsidiary. The filing confirms ownership of 5% or less of the class.