8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OFTHESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 8, 2025

SPARK I ACQUISITION

CORPORATION

(Exact name of registrant as specified in its charter)

3790 El Camino Real, Unit #570

Palo Alto, CA 94306

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(650) 353-7082

Not

Applicable (Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.02 Unregistered Sales of Equity Securities.

In connection with the approval of the Extension Amendment Proposal (as defined below) at the extraordinary general meeting of shareholders (the “Shareholder Meeting”) of Spark I Acquisition Corporation (the “Company”) held on July 8, 2025, SLG SPAC Fund LLC (the “Sponsor”) agreed to convert 4,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), of the Company into 4,000,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares” and together with the Class B Ordinary Shares, the “Ordinary Shares”), of the Company.

On July 9, 2025, the Company issued 4,000,000 Class A Ordinary Shares to the Sponsor upon conversion (the “Conversion”) of 4,000,000 Class B Ordinary Shares held by the Sponsor.

The 4,000,000 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions that applied to the Class B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination, as described in the Company’s prospectus for its initial public offering. The issuance of Class A Ordinary Shares upon the Conversion was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;Change in Fiscal Year.

On July 8, 2025, at the Shareholder Meeting, the Company’s shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association (as amended, the “Memorandum and Articles of Association”) to extend the date by which the Company has to consummate a business combination from July 11, 2025 to September 29, 2026, or such earlier date as the Company’s board of directors may approve, or such later date as the shareholders may approve, in accordance with the Memorandum and Articles of Association (the “Extension Amendment Proposal”). The Extension Amendment Proposal is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC*”*) on June 2, 2025 (as supplemented, the “Extension Proxy Statement”). The final voting results of the Extension Amendment Proposal voted upon at the Shareholder Meeting are indicated below.

The foregoing description is qualified in its entirety by reference to the amendment to the Memorandum and Articles of Association, a copy of which is attached as Exhibit 3.1 and is incorporated by reference into this Item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The information disclosed under Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference into this Item 5.07 to the extent required by this Item 5.07.

At the Shareholder Meeting, holders of 14,757,283 Ordinary Shares were present in person, virtually over the internet or by proxy, representing approximately 90% of the voting power of the Ordinary Shares as of May 21, 2025, the record date for the Shareholder Meeting, and constituting a quorum for Shareholder Meeting. A summary of the voting results at the Shareholder Meeting is set forth below:

The Extension Amendment Proposal

As there were sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal described in the Extension Proxy Statement was not presented to shareholders.

Item 8.01. Other Events.

Sponsor Contribution to the Trust Account

As previously announced, beginning on July 11, 2025, the Sponsor will make monthly deposits directly to the Company’s trust account (the “Trust Account”) of $0.015 for each outstanding Class A Ordinary Share, other than Class A Ordinary Shares held by the Sponsor following the Conversion (each deposit, a “Contribution”).

Redemptions

The information disclosed under Item 5.03 and Item 5.07 of this Current Report is incorporated by reference into this Item 8.01 to the extent required by this Item 8.01.

In connection with the vote to approve the Extension Amendment Proposal, holders of 7,763,287 Class A Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.92 per share, for an aggregate redemption amount of approximately $84.8 million. As a result, approximately $84.8 million will be removed from the Trust Account to redeem such shares. After the redemption has been effected, there will be 2,236,713 Class A Ordinary Shares held by public shareholders outstanding and 6,236,713 total Class A Ordinary Shares issued and outstanding, including Class A Ordinary Shares issued to the Sponsor in the Conversion. Upon payment of the redemption, approximately $24.4 million will remain in the Trust Account prior to any Contribution made by the Sponsor.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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.

Date: July 11, 2025

Exhibit 3.1

AMENDMENTTO THEAMENDED AND RESTATED MEMORANDUM AND ARTICLESOF ASSOCIATIONOFSPARK I ACQUISITION CORPORATION

RESOLVED, AS ASPECIAL 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 within 36 months of the effectiveness of the IPO registration statement, 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 within 36 months of the effectiveness of the IPO registration statement 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.”