SPKL merger with ZincFive, Inc.
ZincFive, Inc. (United States)Revenue $67M (FY2025A (per joint deal press release; 'approximately $66.9 million', ~2x 2024)) as reported.
Expected close, as filed: H2 2026.
Announced 11 June 2026.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- PIPE
- ≈ $107M · unsourced
- Min-cash condition
- $100M
- Exchange ratio
Exchange Ratio = Per Common Share Equity Value / $10.00, where Per Common Share Equity Value = ($600M - Aggregate Series F Preference Amount + option/warrant exercise proceeds) / fully diluted common shares; Series F preferred exchanged at liquidation amounts / $10.00more ▾less ▴
- Coupon
- 12% — paid in kind, or in cash at a lower rate
WHEREAS, concurrently with the execution and delivery of this Agreement, Sponsor and SPAC have entered into the Sponsor Agreement, a copy of which is attached as Exhibit C hereto, providing that, among other things, (i) certain Founder Shares held by the Sponsor at the Closing will be subject to certain vesting and forfeiture provisions as set forth in the Sponsor Agreement and (ii) the Sponsor will not transfer its Founder Shares or its Cayman SPAC Units for a period (the “ Founder Share Lock-up Period ”) ending on the earlier of (A) the first anniversary of the Closing Date, and (B) the date upon which the VWAP of SPAC Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) Trading Days within any thirty (30) Trading Day period commencing any time that is one hundred fifty (150) days after the Closing Datemore ▾less ▴
Promptly following and subject to the occurrence of the Closing, Sponsor shall (i) forfeit (x) 922,078 issued and outstanding shares of SPAC Common Stock and (y) 1,458,400 issued and outstanding Domesticated SPAC Warrants owned by the Sponsor immediately following the Closing, free and clear of all Liens, and (ii) New ZincFive shall issue, free and clear of all Liens and for no additional consideration (A) 922,078 shares of SPAC Common Stock to certain Bridge Investors or their designated affiliates or assignees (collectively, the “ Bridge Investor Shares ”) and (B) 1,458,400 warrants to purchase shares of SPAC Common Stock to certain Bridge Investors or their designated affiliates or assignees (the “ Bridge Investor Warrants ”), which Bridge Investor Warrants shall be subject to the same terms and conditions (including, without limitation, exercise price) as the forfeited Domesticated SPAC Warrantsmore ▾less ▴
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: ZincFive, Inc.
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
ZincFive, Inc. (Portland, Oregon area; Delaware corp; CEO Tod Higinbotham, co-founder Tim Hysell now board member/strategic advisor) makes proprietary nickel-zinc battery systems - BC Series UPS battery cabinets (including the BC 2 AI for AI dynamic workloads), NiZn retrofit kits, monoblocs and cylindrical cells - selling immediate/backup power to data centers plus industrial engine-starting and intelligent-transportation niches; the pitch is NiZn's no-thermal-runaway safety, higher power density and smaller footprint versus lead-acid and lithium-ion. Genuinely commercial: FY2025 revenue ~$66.9M (roughly doubled YoY from ~$33M), ~$81M commercial backlog at 2025-12-31, and nearly 2 GW of systems shipped or under contract to 'diversified, blue-chip and hyperscaler customers'. The Spark I Acquisition Corp. deal (BCA 2026-06-11; SparkLabs Group SPAC, CEO/Chairman James Rhee) sets a $600M pre-money equity value (~$752M pro forma EV, ~11x FY2025 revenue), with ~$125M expected gross proceeds (~$100M committed PIPE - in which existing ZincFive holders participate, rolling 100% of their equity - plus ~$25M trust before redemptions); the minimum cash condition is fully satisfied by the PIPE alone; ticker ZFIV; S-4 confidentially submitted 2026-08-13.
A reported actual.
ZincFive, Inc. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 8 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what ZincFive, Inc. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
Priced above its listed peers
The deal values ZincFive, Inc. at $600M, or 9× the FY2025A (per joint deal press release; 'approximately $66.9 million', ~2x 2024) actual revenue it actually reported. That is 2× what the market pays for its closest listed peers (median 4.46×) — an expensive price. It is priced above 63% of them.
Announced equity value (net debt unknown).
FY2025A (per joint deal press release; 'approximately $66.9 million', ~2x 2024) — a reported actual.
9× FY2025A (per joint deal press release; 'approximately $66.9 million', ~2x 2024) actual revenue. Put another way: $1 of its annual sales is being bought for $9.00.
$1 of their sales costs $4.46 on the open market. Median of 8 listed companies we judged a true comparable, which individually run from 0.76× to 28.17×. Their share prices are from 15 August 2026, not today.
What qualifies this number
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- ELPW, AQMS, FLUX, SDST, ULBI, ABAT, BESS, DFLI have no revenue to divide by, so they are shown but left out of the peer median.
The 16 listed companies it is measured against, and why
- VRT9.87× revenue
Vertiv is the flagship data-center power-infrastructure (UPS/thermal) franchise - the channel ZincFive's cabinets sell into and the sector multiple ceiling.
- SES3.04× revenue
Operational comp: Batteries & Uninterruptable Power Supplies; small-cap ($657m); shares battery, ion, lithium, density, safety, cells with the target's own description; forward EV/Sales 1.1x.
- ENS2.09× revenue
EnerSys - the incumbent industrial/UPS battery maker (lead-acid and lithium) that NiZn directly displaces; the profitability and multiple reality-check.
- ELPWno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($8m); shares lithium, battery, ion, power, cells, systems with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- EOSE11.73× revenue
Eos Energy - the listed zinc-chemistry battery de-SPAC; the closest precedent for how public markets treat novel zinc battery chemistries.
- MVST1.11× revenue
Operational comp: Batteries & Uninterruptable Power Supplies; small-cap ($919m); shares nickel, battery, lithium, ion, systems, commercial with the target's own description; forward EV/Sales 0.9x.
- FLNC0.76× revenue
Fluence Energy - utility-scale battery-storage systems integrator; comps the energy-storage-solution expansion ZincFive just launched.
- AQMSno revenue multiple
Operational comp: Nonferrous Metal Processing; micro-cap ($14m); shares battery, nickel, lithium, ion, acid, lead with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- POWL5.88× revenue
Powell Industries - electrical infrastructure hardware riding the same data-center capex cycle with real earnings; a grounded industrial comp.
- FLUXno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($25m); shares battery, ion, lithium, acid, power, lead with the target's own description; forward EV/Sales 0.5x.
- ENVX28.17× revenue
Operational comp: Batteries & Uninterruptable Power Supplies; small-cap ($1.6bn); shares battery, ion, lithium, density, cells, industrial with the target's own description; forward EV/Sales 19.6x.
- SDSTno revenue multiple
Operational comp: Specialty Mining & Metals (NEC); micro-cap ($30m); shares battery, lithium, power, from, which, including with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- ULBIno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($95m); shares cylindrical, battery, lithium, power, systems, group with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- ABATno revenue multiple
Operational comp: Specialty Mining & Metals (NEC); micro-cap ($158m); shares battery, lithium, ion, value, from, for with the target's own description; forward EV/Sales 14.6x.
- BESSno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($41m); shares battery, power, ion, lithium, systems, corp with the target's own description; forward EV/Sales 1.0x.
- DFLIno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($37m); shares battery, lithium, cells, corp, systems, industrial with the target's own description; forward EV/Sales 0.9x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.