SPKL 8-K
Spark I Acquisition Corp (SPKL)
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. |
As disclosed in the definitive proxy statement filed by Spark I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), with the U.S. Securities and Exchange Commission on August 25, 2026, relating to the Extraordinary General Meeting (as defined below), SLG SPAC Fund LLC, a Delaware limited liability company (the “Sponsor”), agreed that if the proposal to extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business combination”) from September 29, 2026 to March 29, 2027 (the “Extended Date”) is approved at the Extraordinary General Meeting (as defined below), it or its designee will deposit into the trust account established in connection with the Company’s initial public offering (the “Trust Account”) as a loan, beginning on October 1, 2026, an amount equal to $0.015 per public share outstanding after redemptions (each, a “Sponsor Contribution”), up to a maximum aggregate amount of approximately $201,304, in accordance with the adoption of the Extension Amendment (as defined below) and the implementation of the Extension (as defined below).
In connection with the Sponsor Contributions, the Company issued a promissory note to the Sponsor with a principal amount up to $400,000 (the “Second Extension Note”). The Second Extension Note bears no interest and is repayable in full upon the earlier of (i) the date of the consummation of the Company’s initial business combination and (ii) the Extended Date. If the Company does not consummate an initial business combination by the Extended Date, the Second Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
The foregoing description of the Second Extension Note does not purport to be complete and is qualified in its entirety by the provisions of the Second Extension Note, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant. |
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this item to the extent required.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this item to the extent required.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information included in Item 5.07 is incorporated by reference in this item to the extent required.
A copy of the amendment to the Articles (as defined below) is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 25, 2026, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to extend the date (the “Extension”) by which the Company must consummate an initial business combination from September 29, 2026 to March 29, 2027 (the “Extended Date”), or an earlier date than the Extended Date as determined by the Company’s board of directors (the “Extension Amendment”).
The following is a tabulation of the votes with respect to the Extension Amendment, which was approved by the Company’s shareholders:
| For | Against | Abstain | ||
| 7,074,069 | 57,456 | 0 |
In addition, on September 28, 2026, the Company filed with the Cayman Islands Registrar of Companies a notice of the special resolutions amending the Articles. Under Cayman Islands law, the amendment to the Articles took effect upon approval of the Extension Amendment.
| Item 7.01. | Regulation FD Disclosure. |
On September 29, 2026, the Company issued a press release announcing the Additional Contribution (as defined below).
A copy of the press release and is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated into this Current Report by reference.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
| Item 8.01. | Other Events. |
In addition to the Sponsor Contributions, the Company will contribute a one time deposit into the Trust Account (the “Additional Contribution”) in the amount of $0.10 per each public share not redeemed in connection with the EGM. The Additional Contribution will occur on Monday, October 5, 2026 and will increase the per share price payable by the Company to its public shareholders in connection with (i) any redemptions relating to the Company’s extraordinary general meeting of shareholders held to approve the proposed business combination with ZincFive, Inc. or (ii) the Company’s liquidation, whichever is earlier. The Additional Contribution will be in addition to the monthly Sponsor Contributions.
Any public shareholders who have previously submitted a redemption request to the Company’s transfer agent in connection with the EGM may withdraw their redemption request by contacting Continental no later than 5:00 p.m., Eastern time, on Friday October 2, 2026. Public shareholders who previously submitted redemption requests who do not withdraw such requests prior to October 2, 2026 will receive the original redemption price for their shares, which is estimated to be approximately $10.92 per share.
To withdraw redemption requests, contact Continental at [email protected] prior to 5:00 p.m., Eastern time, on Friday October 2, 2026.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibits | |
| 3.1 | Amendment to the Company’s Amended and Restated Memorandum and Articles of Association. | |
| 10.1 | Promissory Note, dated September 25, 2026, issued to SLG SPAC Fund LLC. | |
| 99.1 | Press Release, dated September 29, 2026. | |
| 104 | Cover Page Interactive Data File-Embedded within the inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPARK I ACQUISITION CORPORATION | ||
| By: | /s/ James Rhee | |
| Name: | James Rhee | |
| Title: | Chief Executive Officer | |
Date: September 29, 2026
Exhibit 3.1
ASSISTANT SECRETARY’S CERTIFICATE
OF
Spark I Acquisition Corporation
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
We, Conyers Trust Company (Cayman) Limited, Assistant Secretary of Spark I Acquisition Corporation (the “Company”) DO HEREBY CERTIFY that the following is a Special Resolution passed by the Members of the Company at an Extraordinary General Meeting held on 25th September 2026, and that such resolution has not been modified:
Special Resolution
RESOLVED, AS A SPECIAL RESOLUTION, THAT Article 164 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 164:
“(a) In the event that the Company does not consummate a Business Combination on or before March 29 2027 (or such earlier date as determined by the board of Directors and included in a public announcement), the Company shall: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay income taxes, if any, (less up to $100,000 of interest to pay winding up and dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in the case of sub- articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In the event that the Company is wound up for any reason prior to the consummation of a Business Combination, the Company shall also be required to follow the procedures outlined in sub-articles (ii) and (iii) of this Article 164(a).
(b) If any amendment is made to Article 164(a) that would modify the substance or timing of the Company’s obligation to provide holders of our Class A Shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our Public Shares if the Company does not complete its initial Business Combination on or before March 29, 2027 (or such earlier date as determined by the board of Directors and included in a public announcement) or with respect to any other provision relating to the rights of holders of our Class A Shares, each holder of Public Shares shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay its income taxes, if any, divided by the number of Public Shares then in issue. Notwithstanding the foregoing, the Company shall not redeem Public Shares in connection with such amendment that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions."
| /s/ Rowan Wu | |
| Rowan Wu for and on behalf of Conyers Trust Company (Cayman) Limited Assistant Secretary |
Dated this 28th day of September 2026
 | ||
| Filed: 28-Sep-2026 09:32 EST | ||
| www.verify.gov.ky File#: 378280 | Auth Code: J12194140990 |
Exhibit 10.1
THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| Principal Amount: Up to US$400,000 | Dated as of September 25, 2026 |
Spark I Acquisition Corporation, a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order of SLG SPAC Fund LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the entire unpaid Principal Amount (as defined below) of up to Four Hundred Thousand U.S. Dollars (US$400,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. Reference is made to the Maker’s definitive proxy statement dated August 31, 2026 relating to the Maker’s extraordinary general meeting of the shareholders to be held on September 25, 2026 (the “Proxy Statement”).
1. Principal. The entire unpaid principal balance of this Note shall be due and payable on the Maturity Date unless earlier repaid or unless accelerated upon the occurrence of an Event of Default (as defined below). “Maturity Date” means the earlier of the (i) consummation of the Maker’s initial merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”) and (ii) the last day the Maker has to complete a Business Combination pursuant to the Maker’s Amended and Restated Memorandum and Articles of Association, as then in effect. The Payee understands that if a Business Combination is not consummated, this Note will be repaid solely to the extent that the Maker has funds available to it outside of its trust account established in connection with its initial public offering of its securities (the “Trust Account”). The Principal Amount may be prepaid at any time. Under no circumstances shall any individual, including, but not limited to, any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker under this Note.
2. Interest. No interest shall accrue on the unpaid Principal Amount of this Note.
3. Advances; Drawdown Requests.
(a) Advances. If the Extension Amendment Proposal (as defined in the Proxy Statement) is approved and adopted, beginning on October 1, 2026, and on the eleventh (11th) day of each subsequent month until the Maturity Date (or if such day is not a business day, on the business day immediately preceding such day), the Payee shall advance (each, an “Advance”) directly to the Trust Account an amount equal to US$0.015 for each outstanding Class A ordinary share, par value US$0.0001 per share, of the Maker. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Advances by Payee.
(b) Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to Four Hundred Thousand U.S. Dollars (US$400,000) minus the maximum aggregate amount of Advances payable under this Note, in Drawdown Requests (as defined below) under this Note to be used for working capital expenditures, including expenses incurred in connection with a potential Business Combination. Principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request” and, the sum of all Advances and Drawdown Requests, the “Principal Amount”). Each Drawdown Request must state the amount to be drawn down and must not be an amount less than Ten Thousand U.S. Dollars (US$10,000), unless agreed upon in writing by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
(c) Principal Amount. The Principal Amount outstanding under this Note at any time may not exceed Four Hundred Thousand U.S. Dollars (US$400,000).
(d) Register. The Maker shall maintain a register reflecting each Advance and Drawdown Request and any prepayment of all or a portion of the Principal Amount outstanding under this Note for purposes of recording the aggregate unpaid Principal Amoun of this Note outstanding at any time.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid Principal Amount of this Note.
5. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by the Maker to pay the unpaid Principal Amount due pursuant to this Note within five (5) business days following the Maturity Date.
(b) Voluntary Bankruptcy , Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy , Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
6. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid Principal Amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained in this Note or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Section 5(b) or Section 5(c), the unpaid Principal Amount, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.
7. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.
8. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties to this Note without notice to the Maker or affecting the Maker’s liability hereunder.
9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any provision contained in this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything in this Note to the contrary, the Payee waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from, the Trust Account, and agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
13. Amendment; Waiver. Any amendment to this Note or waiver of any provision of this Note may be made with, and only with, the written consent of the Maker and the Payee.
14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party to this Note (by operation of law or otherwise) without the prior written consent of the other party to this Note and any attempted assignment without the required consent shall be void.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| Spark I Acquisition Corporation | ||
| a Cayman Islands exempted company | ||
| By: | /s/ James Rhee | |
| Name: James Rhee | ||
| Title: Chairman and Chief Executive Officer | ||
| Accepted and Agreed: | ||
| SLG SPAC Fund LLC | ||
| By: SparkLabs Group Management, LLC, | ||
| its Managing Member | ||
| By: | /s/ Bernard Moon | |
| Name: Bernard Moon | ||
| Title: Managing Member | ||
[Signature Page to Promissory Note]
Exhibit 99.1
SPARK I ACQUISITION CORPORATION ANNOUNCES ADDITIONAL CONTRIBUTION OF $0.10 PER SHARE TO TRUST ACCOUNT FOR EXTENSION
PALO ALTO, Calif., September 29, 2026 (GLOBE NEWSWIRE) – Spark I Acquisition Corporation (the “Company”) (OTC: “SPKLF”) today announced that it has agreed to contribute a one-time deposit into the Company’s trust account (the “Additional Contribution”) in the amount of $0.10 per each Class A ordinary share of the Company originally included in the units sold in the Company’s initial public offering (the “public shares”) that is not redeemed in connection with the Company’s extraordinary general meeting of shareholders (the “EGM”) held to approve the extension of the Company’s time in which it has to consummate its initial business combination from September 29, 2026 to March 29, 2027. The Additional Contribution will occur on Monday October 5, 2026 and will increase the per share price payable by the Company to its public shareholders in connection with (i) any redemptions relating to the Company’s extraordinary general meeting of shareholders held to approve the proposed business combination with ZincFive, Inc. (“ZincFive”) or (ii) the Company’s liquidation, whichever is earlier. The Additional Contribution will be in addition to the monthly deposits to the Company’s trust account by the Company’s sponsor.
Any public shareholders who have previously submitted a redemption request to Continental Stock Transfer & Trust Company, the Company’s transfer agent (“Continental”), in connection with the EGM may withdraw their redemption request by contacting Continental no later than 5:00 p.m., Eastern time, on Friday October 2, 2026. Public shareholders who previously submitted redemption requests who do not withdraw such requests prior to October 2, 2026 will receive the original redemption price for their shares, which is estimated to be approximately $10.92 per share.
To withdraw redemption requests, contact Continental using the below contact information prior to 5:00 p.m., Eastern time, on Friday October 2, 2026:
SPAC Redemption Team
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Email: [email protected]
About Spark I Acquisition Corporation
Spark I Acquisition Corporation is a special purpose acquisition company formed by SparkLabs Group, a leading global network of startup accelerators and venture capital funds, with bases in Korea, the United States (Silicon Valley), Taiwan, Australia, and Saudi Arabia. SparkLabs Group has been an investor in many of the global AI ecosystem’s defining companies.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, its ability to complete an initial business combination, including its business combination with ZincFive, within the required time period or, and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 under the heading “Risk Factors” and in other reports the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
INVESTOR CONTACT
Spark I / SparkLabs Group
Eunbit Jang
VP of Communications