SPKL SEC filings, in plain English
Everything Spark I Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Spark I Acquisition Corp filed a Definitive Proxy Statement for an Extraordinary General Meeting on September 25, 2026, to vote on extending the business combination deadline from September 29, 2026, to March 29, 2027. The filing estimates a redemption price of approximately $11.60 per share based on a Trust Account balance of $25,959,052 and details a Second Extension Contribution of up to $201,304 from Sponsor SLG SPAC Fund LLC. Why it matters: Investors must decide by September 23, 2026, whether to redeem shares at the estimated $11.60 premium or retain them for the ZincFive merger; failure to approve the extension triggers liquidation by September 29, 2026, with warrants expiring worthless.
What changed vs 2026-02-12deadline 2025-07-11 → 2027-03-29combination deadline, trust account, outside date1 moved · 2 with no prior record of ours
- Combination deadline
- 2025-07-112027-03-29
- Trust account
- not previously extracted$84.8M
- Outside date
- 2027-03-29 · unchanged
SpacBrain reads this as 626 days later than the previous record.
The clause …“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”…
The clause “Account at a redemption price of approximately $10.92 per share, or a total of $84.8 million of the funds held in the Trust Account. In addition, in connection with the First Extension, the Sponsor agreed to loan the Company an amount”…
The clause …“(an “initial business combination”) from September 29, 2026 (the “Current Outside Date”) to March 29, 2027 (or such earlier date as determined by the Board (as defined below) and included in a public announcement, the “Extended”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: The filing is a Form 425 containing an automated transcript of a podcast interview between Tod Higinbotham (CEO, ZincFive) and Jim Rhee (Chairman/CEO, Spark I Acquisition Corp.) regarding the proposed $752 million business combination. The document does not contain new redemption deadlines, trust value updates, or extension notices; it reports that SPKL's deadline remains 2026-09-29. Instead, it provides specific operational and financial claims: ZincFive doubled revenue in 2024 to 2025; ZincFive ended the prior year with over an $80 million backlog of orders for data center backup power; ZincFive’s annual revenue-to-CapEx ratio is approximately 5 to 1 (e.g., $30 million CapEx yields $150 million annual revenue); the transaction includes a $100 million PIPE; ZincFive manufactures batteries in China but plans a U.S. facility; and ZincFive is targeting hyperscalers like Google, Microsoft, Amazon, Digital Reality, and Equinix. Why it matters: Investors should note that while the redemption calendar is unchanged, the transcript reveals critical capital constraints driving the deal: ZincFive describes itself as a 'victim of growth' needing working capital to fulfill large orders from conservative enterprise customers who require proof of balance sheet strength. The disclosure of a $80 million backlog and high demand validates the thesis for the $752 million valuation, but also highlights execution risk related to supply chain localization (China to U.S.) and working capital intensity. The mention of a $100 million PIPE confirms significant institutional backing, yet the reliance on future AI-driven transient power applications and international expansion introduces forward-looking uncertainties regarding market adoption and geopolitical supply chain risks.
What changed: Spark I Acquisition Corp filed a PRE 14A to solicit shareholder approval for an extension of the business combination deadline from September 29, 2026, to March 29, 2027, and for an adjournment proposal; the filing details redemption rights with a cutoff date of September 23, 2026, at 5:00 p.m. ET, and notes the Sponsor's agreement to provide up to $825,000 in Second Extension Contributions. Why it matters: Investors must act before the September 23, 2026 redemption deadline to receive cash from the Trust Account if they oppose the extension or the ZincFive merger, as failure to tender shares by this date locks them into the extended timeline and potential liquidation risk at the new March 2027 deadline.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2027-03-29
SpacBrain reads this as the agreement may be terminated from 2027-03-29.
The clause …“(an “initial business combination”) from September 29, 2026 (the “Current Outside Date”) to March 29, 2027 (or such earlier date as determined by the Board (as defined below) and included in a public announcement, the “Extended”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Schedule 13G/A, a routine compliance exhibit and beneficial ownership report filed on 2026-08-14 under document identifier [0001167557-26-000223], disclosing aggregated institutional holdings across five affiliated AQR entities in Spark I Acquisition Corp (SPKL). The filing constitutes an amended institutional ownership disclosure. The provided excerpt lists only the reporting holder groupings and contains no updated share quantities, percentage thresholds, acquisition dates, or voting power allocations. It does not adjust SPKL’s announced deal status, $10.05 trust per share, 2026-09-29 business combination deadline, or sponsor governance track record. Why it matters: For investors tracking redemption mechanics, trust value, extension timelines, or sponsor conduct, this 13G/A functions purely as a regulatory ledger update confirming AQR’s continued institutional position rather than signaling a shift in block size, control intent, or liquidation pressure. The excerpt omits standard 13G Amendment footers detailing sole/shared voting power, investment discretion, or purpose-of-transaction statements, and contains zero intelligence on customer claims, revenue metrics, market sizing, technology roadmap, partnership developments, litigation posture, or executive personnel changes. Consequently, it carries no direct catalyst weight for the redemption calendar or business combination progression, though continuous 13G filings remain necessary baseline surveillance for tracking potential accumulation or distribution ahead of the 2026-09-29 deadline.
What changed: Quarterly report on Form 10-Q for the period ended June 30, 2026, filed by Spark I Acquisition Corp (SPKL), a blank-check company that has announced a merger with ZincFive, Inc. The 10-Q provides the first financial update since the June 11, 2026 merger agreement with ZincFive. Key changes: trust per share rose to $11.54 (from $10.05 at IPO), with $25.8 million in trust from 2.24 million redeemable shares after the July 2025 redemption of 7.76 million shares for ~$84.8 million. The company reported a net loss of $1.75 million for H1 2026, a working capital deficit of $6.05 million, and a going concern qualification. Sponsor loans increased: convertible note payable $1.9 million, non-convertible note $2.5 million. The merger agreement includes a $106.5 million Series A preferred investment and sponsor forfeiture of 3.5 million shares and 2.79 million warrants. The company also disclosed a Nasdaq notice for non-compliance with the minimum total holders rule (submitted a compliance plan on June 29, 2026). The business combination deadline is September 29, 2026. Why it matters: This filing confirms the SPAC's trust value per share is $11.54, significantly above the $10.05 redemption floor, and provides detailed financials showing cash burn and reliance on sponsor loans. The merger with ZincFive is progressing but faces shareholder approval and Nasdaq listing risks. The going concern disclosure highlights the urgency to close the deal by the September 29, 2026 deadline. The sponsor's continued financial support and forfeiture of shares/warrants indicate alignment, but the Nasdaq non-compliance adds execution risk.
trust account, combination deadline, going-concern doubt +1nothing moved · 4 with no prior record of ours
- Trust account
- $25.2M · unchanged
- Combination deadline
- 2026-09-29 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 2.24M · unchanged
The clause …“At June 30, 2026 and December 31, 2025, the Company had $ 25,813,648 and $ 25,164,437 in investments held in the Trust Account, respectively. The Company’s portfolio of investments held in the Trust Account are invested in U.S.”…
The clause …“additional capital it needs to fund its business operations and complete any business combination prior to September 29, 2026, if at all. The Company also has no approved plan in place to extend the business combination deadline beyond”…
The clause …“has determined that the liquidity condition and timing of liquidation raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. No”…
The clause …“500,000,000 shares authorized, 4,000,000 issued and outstanding (excluding 2,236,713 shares subject to possible redemption) at June 30, 2026 and December 31, 2025 400 400 Class B ordinary shares, $ 0.0001 par value, 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Rule 425 filing containing a joint press release announcing the confidential submission of a draft Registration Statement on Form S-4 to the SEC for the proposed business combination between SPKL and ZincFive, Inc. According to a press release issued jointly by ZincFive and SPKL, the parties have confidentially submitted a draft Form S-4 with the SEC. Management stated the combination remains contingent on SPKL shareholder approval, SEC declaration of effectiveness, and customary closing conditions. The press release projects a fourth quarter of 2026 closing. The filing does not modify the stated redemption window, trust account terms, or extension provisions. ZincFive and SPKL management explicitly cited the risk that if SPKL shareholders elect to redeem their shares, the combined company could be left with insufficient cash to execute its business plans. Why it matters: The confidential S-4 submission advances the transaction from announcement to formal SEC review, which dictates the upcoming proxy mailing schedule and sets the timeline for the shareholder vote prior to the September 29, 2026 redemption cutoff. A fourth quarter of 2026 completion target creates proximity to the existing deadline, signaling that extended SEC comment periods or operational delays could necessitate a trust extension vote. ZincFive characterizes itself as a provider of extensively patented nickel-zinc battery systems targeting modern data centers, industrial operations, and AI-era infrastructure, with worldwide customers served from its Portland, Oregon headquarters. SPKL described its sponsor, SparkLabs Group, as operating accelerators and venture funds across Korea, Silicon Valley, Taiwan, Australia, and Saudi Arabia. Updated executive contacts were listed (Ekaterina Walter, Vice President of Marketing at ZincFive; Eunbit Jang, Vice President of Communications at Spark L). Investors tracking capital structure should monitor whether ZincFive discloses PIPE commitments or working capital bridges once the preliminary proxy/prospectus is filed, particularly given management's admission that redemptions could impair post-combination liquidity.
What changed: A Limited Power of Attorney executed pursuant to the Securities Exchange Act of 1934, designating Takahiro Katsura as authorized agent to sign Forms 13G and related amendments on behalf of Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC, and listing principal business offices at 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan, and 1271 Avenue of the Americas, NY, NY 10020, USA. As represented by the undersigned signatories—Shuji Matsuura, Senior Managing Corporate Executive and Head of Global Corporate & Investment Banking for Mizuho Financial Group, Inc.; Adam Hopkins, Chief Legal Officer and Managing Director, General Counsel for Mizuho Americas LLC and Mizuho Securities USA LLC; and the principal officers of Mizuho Bank, Ltd.—the filing introduces no updates to redemption deadlines, trust share compositions ($10.05 per share), extension voting mechanisms, announced business combination progress, or sponsor conduct. The sole procedural change is the formal delegation of execution authority for Section 13(d) and Section 13(g) submissions to the U.S. Securities and Exchange Commission, dated 8-13-2026. Why it matters: According to the filing text, neither the grantors nor the appointed attorney-in-fact make any assertions regarding customer relationships, historical or projected revenue, total addressable market size, corporate strategy, proprietary technology, commercial partnerships, pending or threatened litigation, or internal personnel restructuring. Consequently, this routine compliance exhibit does not alter the 2026-09-29 liquidation horizon, impact the $10.05 trust value, or signal any shift in capital allocation, redemption behavior, or sponsor accountability, rendering it immaterial to investor modeling of the Spark I Acquisition Corp transaction timeline or closing conditions.
What changed: Form 425 filing containing the verbatim transcript of a moderated virtual fireside chat hosted by Jefferies analyst Julien Dumoulin-Smith with ZincFive executives Tim Hysell and Tod Higinbotham, filed in connection with the proposed business combination between ZincFive and Spark I Acquisition Corp. This filing discloses no modifications to the redemption deadline, trust value, extension provisions, or corporate control mechanisms. Management references the Agreement and Plan of Merger and Reorganization dated June 11, 2026, and outlines that a Form S-4 registration statement and preliminary proxy statement remain pending SEC review prior to establishing a record date for a SPKL shareholder vote. The filing’s forward-looking statements section explicitly maintains the pre-existing warning that SPKL shareholders could elect to redeem their shares, which might leave the post-merger entity with insufficient cash to execute business plans. No alterations to the September 29, 2026 deadline or the $10.05 per-share trust distribution were introduced or updated in this communications package. Why it matters: Investors evaluating deal fundamentals, capital allocation, and redemption risk should note the following substantiated operational and financial claims, each explicitly attributed to ZincFive leadership: Tim Hysell stated the company is crossing over into that $100 million range in annual revenue and has deployed or has under contract over two gigawatts of products across the U.S. and Europe over the past four or five years. Hysell valued the backup solution at somewhere between $100,000 and $150,000 per megawatt, which he equated to $100 to $150 per kilowatt-hour, using a 100-megawatt data center example where total backup costs run something like $15 million, or about $15,000 per megawatt per year, representing one to two percent of the data center’s capital cost. Higinbotham characterized deployments as operating within a one-to-five-minute window, with batteries warranted for five to ten years. He estimated standard backup cycle life at fewer than 200 to less than 500 cycles, while targeting 30 million pulse cycles for AI applications. Hysell asserted the company possesses an unmatched IP portfolio of about 150 patents and claimed the chemistry can scale to 1,500 volts. Regarding manufacturing, Hysell reported current Chinese production capacity sitting at two-to-two-and-a-quarter-gigawatts, supported by old-school, low capex equipment. He outlined a new U.S. plant underway to add one gigawatt and another $150 million of annual capacity ramping next year, targeting total worldwide capacity of roughly three gigawatts within years, alongside potential future European facilities. Hisingbotham positioned ZincFive for short-duration power markets under one hour, explicitly contrasting the technology with EOS and long-duration lithium systems, while identifying AI transient load management as a primary growth vector following the Q4 of 2025 launch of the BC2-AI product and ongoing development for 800-volt bus architectures. Hysell concluded the public offering is strategically necessary to fund U.S. manufacturing redundancy, satisfy enterprise procurement requirements for multi-year warranties, and provide the balance sheet strength required to capture a share of what he described as an eight-to-ten-billion-dollar data center addressable market. The filing reiterates that unchecked shareholder redemptions could materially impair the working capital required to execute this exact expansion roadmap.
What changed: Form 425 submission containing an internal employee Q&A document distributed by ZincFive, Inc. regarding equity award conversions and lock-ups under the proposed business combination with Spark I Acquisition Corporation. ZincFive’s internal communications state that the Merger Agreement dated June 11, 2026 fixes the conversion value of the Public Company’s shares at $10.00 per share for all merger consideration calculations, independent of market trading prices. The companies disclose the transaction assigns an Equity Value of $600,000,000 to ZincFive and provide a preliminary exchange ratio estimate of 40:1 for converting private options and common stock. Regarding post-merger liquidity, the filing outlines a 180-day lock-up for non-affiliated stockholders and a twelve-month restriction for officers and directors, exempting shares worth $2,500 at closing from these caps. The companies specify an early acceleration clause triggered if the stock trades at $12.00 for twenty of thirty consecutive trading days starting 180 days post-registration. Furthermore, the communication confirms regulatory mandates will delay the filing of a Form S-8 registration statement until no earlier than 60 days after Closing, postponing option exercisability, while preserving a three-month post-termination exercise window for departing employees. Why it matters: Investors tracking the September 29, 2026 redemption deadline should weigh the fixed $10.00 per share conversion mechanism against the currently reported $10.05 trust value, as this differential directly calibrates the final pro forma share count, dilution footprint, and remaining cash per surviving share post-redemption. The stated $600,000,000 Equity Value paired with the 40:1 preliminary ratio mathematically anchors the deal's capital structure ahead of the shareholder vote. Simultaneously, the 60-day S-8 filing lag and staggered lock-up expirations will restrict near-term sell-side pressure from ZincFive management and staff, potentially stabilizing post-IPO trading but prolonging the overhang dynamic that frequently influences redemption behavior among public shareholders.
What changed: SEC Form 425 communication registering a ZincFive LinkedIn post and accompanying forward-looking statement disclaimer tied to the proposed business combination under a Merger Agreement dated June 11, 2026. No changes to the SPKL redemption calendar, $10.05 trust value per share, or 2026-09-26 deadline. The filing does not amend economic terms or extend the termination/reduction window; it instead documents the parties' intent to file an S-4 registration statement and preliminary proxy statement for shareholder voting. Why it matters: ZincFive and SPKL management use this filing to officially register their strategic and financial expectations ahead of the proxy vote, forecasting fiscal year 2026 financial metrics, 2026/2027 new product launches, manufacturing capacity expansions, data center growth, and gross margin improvements. Management simultaneously cautions that heavy SPKL shareholder redemptions could leave the combined entity with insufficient cash to execute these stated commercialization and capacity plans.
What changed: SEC Form 425 distributing a joint Bloomberg news article and press release announcing the proposed business combination between Spark I Acquisition Corp. and ZincFive, Inc. The filing discloses deal mechanics: a pre-money valuation of $600 million, a committed PIPE of at least $100 million, and up to $25 million from the Spark I trust account. Existing ZincFive shareholders will roll 100 percent of their equity into the combined company per a joint statement reviewed by Bloomberg News. ZincFive reported revenue doubled to $69.9 million last year, carrying an $81 million order backlog as of Dec. 31. The Merger Agreement is dated June 11, 2026, with expected closing in the second half of the year. Crucially for the redemption calendar, the filing reminds SPKL shareholders of their redemption rights and explicitly warns that redemptions could leave the combined company with insufficient cash to execute its business plans. Advisers include Cantor Fitzgerald, Chardan, and Cooley for ZincFive, and Wilson Sonsini Goodrich & Rosati for SPKL. Why it matters: Beyond mechanics, the document outlines corporate strategy and technology claims tied to specific executives and advisors. ZincFive CEO Tod Higinbotham attributes the SPAC route to faster time-to-market and lower transaction costs, stating capital is essential to scale production at two existing Chinese facilities while evaluating a U.S. site. Board co-founder Tim Hysell claims ZincFive is uniquely positioned as the only company delivering nickel-zinc batteries into data centers, though he acknowledges the cells discharge rapidly and cannot replace long-duration energy supplies. SPKL Chairman James Rhee characterized negotiations as a very short courtship and projects the batteries will become key for hyperscale data center design, citing their ability to handle data sync energy spikes without excess heat. Sponsor differentiation relies on SparkLabs accelerator network and advisers including internet protocol co-inventor Vint Cerf, with portfolio companies like Anthropic, OpenAI, Kraken, and Discord cited to underscore market relevance. Forward-looking statements outline projections for 2026 through 2027 product launches, manufacturing capacity expansion, and revenue growth, while standard risk factors highlight geopolitical, tariff, and raw material uncertainties affecting Chinese operations.
What changed: A Rule 425 compliance filing submitted by Spark I Acquisition Corp attaching a LinkedIn post by ZincFive, Inc., accompanied by exhaustive forward-looking statements disclaimers and risk factor references tied to the proposed business combination. Mechanics: The filing introduces zero changes to the redemption calendar, trust account composition, extension provisions, or sponsor conduct; the stated trust value remains $10.05 per share, the redemption deadline remains 2026-09-29, and no amendment to the merger voting or extension framework is disclosed. Deal progress: The text confirms the Agreement and Plan of Merger and Reorganization is dated June 11, 2026, and anticipates forthcoming SEC submissions including a Form S-4 registration statement and a preliminary proxy statement. Substance: ZincFive’s leadership projects commercialization of new products in 2026 and 2027, scaling of manufacturing capacity across planned sites, and accelerated adoption within data center end markets. Management outlines expectations for fiscal year 2026 financial performance, expanded addressable market share, gross margin improvement, revenue realization from contracted and undelivered sales, and pipeline conversion rates. ZincFive explicitly flags execution sensitivities, noting that SPKL shareholders could redeem their shares, potentially leaving the combined company with insufficient cash to fund operating plans, while citing dependencies on contract manufacturing organizations, third-party strategic partners, raw material availability, Chinese and international regulatory exposure, tariff and geopolitical trade conditions, and ongoing intellectual property defense strategies. Every projection, timeline, market assertion, and risk warning is attributed solely to ZincFive and SPKL management’s stated expectations as presented in the attached LinkedIn communication. Why it matters: This filing formally logs the June 11, 2026 Merger Agreement date, advancing the SPKL-ZincFive combination toward the mandatory proxy/registration phase without altering existing redemption or trust mechanics. The explicit acknowledgment of redemption-driven liquidity constraints signals tight execution dependency on minimizing outflows ahead of the September 29, 2026 deadline, while the absence of revised financing commitments, extension resolutions, or altered sponsor indemnity terms leaves the original transaction architecture intact. Market participants will weigh the disclosed 2026–2027 product launch cadence, manufacturing scaling claims, and fiscal year 2026 financial forecasts against the upcoming S-4 and definitive proxy disclosures to validate whether the projected addressable market expansion and contracted sales pipeline support the implied post-merger valuation and cash requirements.
What changed: A Form 425 communication filing submitted pursuant to Rule 425 of the Securities Act of 1933, containing an internal announcement email from ZincFive Chief Executive Officer Tod Higinbotham dated June 11, 2026, accompanied by standard forward-looking statement disclaimers, risk disclosures, and procedural directives for upcoming SEC filings. According to Chief Executive Officer Tod Higinbotham, the filing officially announces the proposed business combination between Spark I Acquisition Corp and ZincFive, Inc., stating that the combined company will list on the Nasdaq under the ticker symbol ZFIV and that management expects to complete the transaction in Q4 2026. Regarding deal mechanics and shareholder rights, the filing reiterates a generalized risk noted by management that SPKL shareholders could elect to redeem their shares, which may leave the combined entity with insufficient cash to execute business plans, but it discloses no revised trust-account per-share value, explicit extension motions, or amended redemption deadlines. With respect to sponsor and corporate conduct, Higinbotham directs all ZincFive personnel to immediately cease external commentary on business metrics, financial performance, and the transaction outside official channels, citing SEC guidelines and referencing prior internal guidance distributed by Ekaterina Walter on May 26. On substantive business developments, management projects fiscal 2026 financial improvements including revenue growth, gross margin expansion, cost savings, profitability, and expansion of addressable market share driven by data center growth and artificial intelligence adoption. Corporate strategy includes accelerating commercial deployment, building out U.S. manufacturing capabilities, forecasting increased production capacity, and launching new products scheduled for 2026 and 2027. The filing also outlines administrative next steps, noting planned submissions of a Form S-4 registration statement and preliminary proxy statement, with reference to SPKL’s final IPO prospectus originally filed on October 6, 2023. Why it matters: This filing transitions the transaction from confidential negotiation to public market disclosure, establishing the operational and financial roadmap that will underpin the upcoming definitive proxy/prospectus. For investors monitoring redemption dynamics and trust preservation, the explicit warning regarding shareholder redemptions depleting post-merger liquidity signals that capital sufficiency remains contingent on redemption behavior ahead of the existing deadline, without evidence of a sponsored extension or amended trust pricing. The immediate communications blackout and structured rollout toward the S-4 indicate disciplined preparation for shareholder voting logistics and regulatory review. Furthermore, the detailed forward-looking projections on manufacturing capacity, product launch cadence, and data-center/AI market demand provide early visibility into management’s valuation assumptions and execution dependencies, allowing investors to calibrate redemption thresholds against the anticipated Q4 2026 completion window and the disclosed fiscal 2026 performance targets.
What changed: a Current Report on Form 8-K filed by SPARK I Acquisition Corporation (SPKL) announcing the entry into a definitive Merger Agreement with ZincFive, Inc., accompanied by the full text of the merger agreement and ancillary documents. SPKL announced a business combination with ZincFive, an established provider of nickel-zinc battery solutions for data centers. The transaction values ZincFive at a pre-money equity value of $600 million, implying a pro forma enterprise value of approximately $752 million. The combined company will be named ZincFive, Inc. and trade on Nasdaq under ticker ZFIV. The deal includes a fully committed $106.5 million Series A Preferred PIPE investment at $12.00 per share, with $100 million in gross proceeds from the PIPE (after OID and bridge conversion) and up to $25 million from SPKL's trust account (after any redemptions), fully satisfying the $100 million minimum cash condition. The sponsor agreed to forfeit 3,500,000 founder shares and 2,786,867 warrants, with additional shares and warrants allocated to bridge investors. The existing redemption deadline of September 29, 2026 is noted; a three-month extension to December 29, 2026 is referenced as a proposal to be approved by SPKL stockholders, with the possibility of further extensions by the sponsor, but no extension has yet occurred. A termination date of June 11, 2027 is set. Why it matters: This filing provides investors with the complete set of definitive deal documents, including the merger agreement, sponsor agreement, voting agreements, the $106.5 million PIPE terms, and the new Certificate of Designation for a 12% series A convertible preferred stock. ZincFive itself is not a start-up; it claims approximately $66.9 million in 2025 revenue and an $81.2 million contracted backlog as of December 31, 2025, with exposure to the AI data center build-out. The trust value is confirmed at $10.05 per share and there is a $100 million minimum cash condition. The filing also details substantial sponsor forfeitures, share lock-ups, and a mechanism for a potential stockholder vote to extend the SPAC deadline, all of which are material to shareholders contemplating redemption or holding through the merger.
What changed: 8-K filed by SPKL (Spark I Acquisition Corp) on June 11, 2026, announcing the entry into a definitive merger agreement (Agreement and Plan of Merger and Reorganization) to combine with ZincFive, Inc., a nickel-zinc battery company for data centers and AI infrastructure. The filing also includes exhibits for a Sponsor Agreement, Series A Preferred Stock PIPE, supporting agreements, and an investor presentation. SPKL signed a binding business combination agreement with ZincFive at a $600M pre-money equity value ($10.00/share). SPKL will domesticate from Cayman to Delaware and rename to ZincFive, Inc. A committed PIPE of ~$106.5M (net ~$100M+) is in place via 12.0% Series A Cumulative Convertible Preferred Stock at $12.00 stated value (purchased at $10.20 per share, ~15% discount). The transaction includes a $100M minimum cash condition fully satisfied by the PIPE. Existing ZincFive shareholders roll 100% of equity. Sponsor agreed to vote in favor, forfeit 3.5M shares to Lead Purchaser, 922K shares and 1.458M warrants to Bridge Investors, and 2.787M warrants to employee option plan. Lock-up: 180 days (non-affiliates) / 12 months (affiliates) with early release at $12 VWAP trigger. Extension proposal to move deadline from Sep 29, 2026 to Dec 29, 2026 (with two additional 3-month sponsor options). Closing targeted second half 2026; termination date Jun 11, 2027. Why it matters: For redemption-tracking investors: the SPAC has a definitive deal with a minimum cash condition of $100M, which is backstopped by a committed PIPE; redemptions below that threshold could block closing. Trust value is $10.05/share as of filing. The deadline is extended via an approved extension proposal, giving more time for SEC review and shareholder vote. Sponsor conduct is structured to align incentives (forfeitures, lock-ups). The deal values ZincFive at 7.7x 2026E revenue (midpoint) and provides a path to public listing under ticker ZFIV. The Series A Preferred PIPE carries a 12% PIK/10% cash dividend, redemption rights after 5 years, and anti-dilution protections, which could affect future equity value.
What changed: Form 8-K current report (Item 3.01) disclosing a Nasdaq listing deficiency notice regarding failure to satisfy the Minimum Total Holders Rule. Nasdaq issued a written notice on May 14, 2026, stating Spark I Acquisition Corp lacks the required 400 total holders of ordinary shares for continued listing on the Nasdaq Global Market. The filing clarifies this is a deficiency notification, not an imminent delisting order, and trading faces no immediate disruption. The company was allotted 45 days to submit a remediation plan and confirmed management intends to deliver that plan to Nasdaq on or before June 29, 2026. Upon plan acceptance, Nasdaq may grant an extension of up to 180 calendar days; rejection opens an appeal path to a Nasdaq Hearings Panel. Why it matters: This filing does not alter the announced September 29, 2026 business combination deadline, the stated $10.05 trust value per share, or existing redemption mechanics. The Nasdaq deficiency does not trigger a trust extension or force early redemptions. However, the registrant cautions (through its forward-looking statements section signed by Chief Executive Officer James Rhee on May 18, 2026) that Nasdaq might reject the compliance plan, deny an extension, or deem the company non-compliant with other listing rules. While the target acquisition and merger agreement remain unchanged, administrative listing friction could impact trading liquidity and shareholder access during the combination window until the June 29 plan submission deadline passes.
What changed: Quarterly report (Form 10-Q) for a blank-check SPAC that has not yet completed a business combination. The trust value per share increased to $11.39 as of March 31, 2026 from $11.25 at December 31, 2025, reflecting interest income. The trust account balance increased to $25,486,851 from $25,164,437. The company recorded a net loss of $(94,195) for the quarter, compared to net income of $542,329 in the prior-year quarter. Working capital deficit worsened to $(4,070,794). The company borrowed an additional $500,000 from the sponsor under the non-convertible unsecured promissory note ($2,200,000 total outstanding as of March 31, 2026). Management disclosed substantial doubt about going concern. Why it matters: The company has approximately six months remaining until its business combination deadline (September 29, 2026) and disclosed no approved plan to extend beyond that date. The working capital deficit and cash burn rate raise serious questions about ability to complete a deal without additional sponsor financing. The company disclosed it is actively negotiating a binding business combination agreement with Kneron Holding Corp after two LOIs (including one for a hospitality SaaS company) expired. The forward purchase agreement for $115 million remains an important source of committed capital, though the forward purchaser may terminate at any time.
What changed vs 2025-11-14trust $106.9M → $25.2M -76%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $106.9M$25.2M
- Combination deadline
- 2026-09-29 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 2.24M · unchanged
SpacBrain reads this as $81,761,735 left the trust between the two filings.
The clause …“At March 31, 2026 and December 31, 2025, the Company had $ 25,486,851 and $ 25,164,437 in investments held in the Trust Account, respectively. The Company’s portfolio of investments held in the Trust Account are invested in U.S.”…
The clause …“additional capital it needs to fund its business operations and complete any business combination prior to September 29, 2026, if at all. The Company also has no approved plan in place to extend the business combination deadline beyond”…
The clause …“has determined that the liquidity condition and timing of liquidation raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. No”…
The clause …“500,000,000 shares authorized, 4,000,000 issued and outstanding (excluding 2,236,713 shares subject to possible redemption) at March 31, 2026 and December 31, 2025 400 400 Class B ordinary shares, $ 0.0001 par value, 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Shareholders approved an extension of the business combination deadline from July 11, 2025 to September 29, 2026. In connection with the extension, the Sponsor converted 4,000,000 Class B shares into Class A shares, and 7,763,287 Class A public shares were redeemed for approximately $84.8 million ($10.93 per share), reducing trust assets from $106.9 million to $25.2 million. The Sponsor issued a second non-convertible promissory note of up to $2.5 million and borrowed $1.7 million. The independent directors ceased receiving monthly fees on November 1, 2025. Why it matters: The SPAC now has a much smaller trust ($25.2M vs $106.9M) and remains in active negotiations with Kneron for a business combination. The company has a working capital deficit of $3.65M and the auditors express substantial doubt about going concern. The Sponsor has provided $3.24 million in new loans (convertible and non-convertible) to fund operations. The extension vote and massive redemption show significant shareholder pushback, but the Sponsor remains committed.
What changed vs 2025-03-21trust $101.7M → $106.9M +5%deadline 2025-07-11 → 2026-09-29shares 10.0M → 2.24M -78%trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $101.7M$106.9M
- Combination deadline
- 2025-07-112026-09-29
- Redeemable shares
- 10.0M2.24M
- Going-concern doubt
- stated · unchanged
- Mandate language
- We will focus in particular on companies where we can help f… · unchanged
SpacBrain reads this as $5,248,662 was added to the trust between the two filings.
The clause …“Trust Account At December 31, 2025 and 2024, the Company had $ 25,164,437 and $ 106,926,172 in investments held in the Trust Account, respectively. The Company’s portfolio of investments held in the Trust Account are invested in U.S.”…
SpacBrain reads this as 445 days later than the previous record.
The clause …“additional capital it needs to fund its business operations and complete any business combination prior to September 29, 2026, if at all. The Company also has no approved plan in place to extend the business combination deadline beyond”…
SpacBrain reads this as 7,763,287 shares are no longer redeemable.
The clause “00,000,000 shares authorized, 4,000,000 and 0 issued and outstanding (excluding 2,236,713 and 10,000,000 shares subject to possible redemption) as of December 31, 2025 and 2024, respectively 400 — Class B ordinary shares, $ 0.0001 par”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” ● Our public shareholders may not be afforded an opportunity to vote on our proposed”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A routine compliance exhibit in the form of a Form 8-K (Item 5.07) reporting the results of Spark I Acquisition Corp.’s Annual Meeting of Stockholders. As stated in the Company’s submission signed by Chief Executive Officer James Rhee on February 27, 2026, there are no updates to the SPAC’s deal progress, trustee instructions, or shareholder redemption parameters. The filing confirms the trust retains its stated value of $10.05 per share and the liquidation deadline remains unaltered at September 29, 2026. Governance outcomes recorded in the report include the election of Kurtis Jang, Shin-Bae Kim, and Ho Min (Jimmy) Kim as Class II directors, each receiving 1,972,078 votes for out of 7,461,944 represented shares, and the ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025 with 7,461,944 votes for. Why it matters: Although the document provides no commentary on target acquisition strategy, commercial revenue, or partnership development, it validates sponsor conduct by documenting sustained stockholder alignment over board composition and external audit oversight. According to the registrant’s statement, 6,236,173 Class A Ordinary Shares and 2,422,078 Class B Ordinary Shares were outstanding as of the February 5, 2026 record date. For investors tracking redemption windows and capital preservation, this submission functions strictly as a governance checkpoint: it leaves the $10.05 per-share trust balance intact, preserves the September 29, 2026 expiration timeline, and indicates no imminent merger financing or tender offer activity has been triggered by this filing.
What changed: Definitive Proxy Statement (Schedule 14A) convening Spark I Acquisition Corporation’s Annual General Meeting of Shareholders on February 25, 2026. Per the Company’s filings, the initial business combination deadline 'was extended to September 29, 2026 by a shareholder proposal.' Regarding deal execution, management states it 'has completed a detailed assessment of SparkLabs Group ecosystem companies, and have finalized initial targets to prioritize,' is 'currently having substantive discussions with multiple prioritized targets,' and is 'working to having non-binding letters of intent signed' to advance toward a 'binding business combination agreement.' The Board discloses a prior administrative lapse, noting 'Nasdaq Listing Rule 5620(a) requires that we hold an annual meeting of shareholders for the election of directors within 12 months after our fiscal year ended December 31, 2024. We did not hold the annual meeting within this timeframe and reported this oversight on Form 8-K on February 6, 2026.' Trust mechanics remain unchanged: '$100,500,000 ($10.05 per Unit, which amount includes $3,500,000 of the underwriters’ deferred discount) of the net proceeds from the sale of Units in the IPO and the Private Placement on October 11, 2023 was placed in a trust account.' The Company proposes re-electing Kurtis Jang, Shin-Bae Kim, and Ho Min (Jimmy) Kim, and ratifying CBIZ CPAs P.C. as independent auditor following CBIZ's November 1, 2024 acquisition of Marcum LLP’s attest business. The filing reports Marcum billed '$108,150' in audit fees for December 31, 2024, '$198,790' for December 31, 2023, and '$51,500' for December 31, 2022. As of the February 5, 2026 record date, the Company lists '2,236,713 Class A ordinary shares and 6,422,078 Class B ordinary shares' outstanding. The Board notes Initial Shareholders 'own 74.1% of the issued and outstanding ordinary shares,' while Sponsor SLG SPAC Fund LLC 'holds approximately 86.8% of our outstanding Class B ordinary shares and has informed us that it intends to vote in favor of the Director Proposal.' Executive officers and directors collectively hold '850,000' Class B shares, with Chairman and CEO James Rhee holding '250,000.' The IPO originally sold '10,000,000 units' at '$11.50 per share' warrant strike, raised '$8,490,535' via private placement warrants, and resulted in the forfeiture of '448,052 Class B ordinary shares' when the over-allotment option was not exercised. Why it matters: This proxy confirms the SPAC’s operational runway through September 29, 2026, preserving the $100,500,000 trust balance ($10.05 per Unit) while the sponsor-backed board advances diligence into executed term sheets. It quantifies public shareholder redemption exposure against the current registered float ('2,236,713 Class A ordinary shares') and demonstrates sponsor alignment, as the controlling '86.8%' Class B block guarantees director approvals and stabilizes board composition ahead of any merger vote. The documented Nasdaq compliance shortfall (reported February 6, 2026) highlights historical administrative friction but shows active remediation, while the zero-revenue posture, straightforward CBIZ auditor succession, and unmodified trust terms indicate no fundamental change to capital structure or redemption economics since the last filing cycle.
What changed vs 2025-06-02deadline 2026-09-29 → 2025-07-11combination deadline, trust account1 moved · 1 with no prior record of ours
- Combination deadline
- 2026-09-292025-07-11
- Trust account
- $108.7Mnot matched in this filing
SpacBrain reads this as 445 days earlier than the previous record.
The clause …“the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination by July 11, 2025, which deadline was”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document is a Limited Power of Attorney pursuant to the Securities Exchange Act of 1934, executed as Exhibit A and Exhibit B to authorize a designated corporate agent to execute and file a Schedule 13G with the SEC. The filing reports no changes to SPKL’s redemption deadline, trust account balance, business combination timeline, extension options, or sponsor conduct. Under the Exchange Act provisions cited by the executing entities, Takahiro Katsura is delegated authority to complete and submit ownership disclosure forms on behalf of Mizuho Financial Group, Inc. and its affiliated filers, leaving the SPAC’s operational and structural mechanics unaltered. Why it matters: The instrument verifies Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC continue holding reportable positions managed via internal delegation. As stated by the signatories, Hidekatsu Take executed the documents in his capacity as Deputy President & Corporate Executive and Managing Executive Officer, Head of Global Corporate & Investment Banking Division, Head of Global Transaction Banking Unit; Adam Hopkins signed as Chief Legal Officer and Managing Director, General Counsel for the U.S. affiliates; and Takahiro Katsura receives acting authority as Managing Director, Head of Global Branches & Subsidiaries Coordination Office, Global Corporate Function Coordination Department. The document records subsidiary principal offices at 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan; 1271 Avenue of the Americas, NY, NY 10020, USA; and 1271 Avenue of the Americas, NY, NY 10020, USA, with a signature date of 2-12-2026. It contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or operational personnel relevant to Spark I Acquisition Corp or any target company.
What changed: A Form 8-K Current Report (Item 3.01) disclosing a Nasdaq deficiency notice for failure to satisfy a continued listing standard. On January 27, 2026, Nasdaq notified the Company via a written letter that it is not in compliance with Nasdaq Listing Rule 5620(a), which mandates holding an annual shareholder meeting within twelve months of fiscal year-end. Pursuant to Rule 5810(c)(2)(G), Nasdaq grants the Company 45 calendar days until March 13, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant an extension of up to 180 calendar days from fiscal year-end, or until June 29, 2026, to hold the meeting. Nasdaq warns there is no assurance the plan will be accepted, any extension granted, or that compliance will be regained within the extension period. The Company states it intends to submit the plan within the required timeframe and hold the meeting. Why it matters: The notice does not alter the SPAC's $10.05 trust value per share or the September 29, 2026 business combination deadline. However, it highlights a governance and administrative lapse by the sponsor and CEO James Rhee during the critical pre-merger period. Furthermore, the cover page confirms publicly traded warrants carry an exercise price of $11.50 per share, the registrant is classified as an emerging growth company, and maintains principal offices at 3790 El Camino Real, Unit #570, Palo Alto, CA 94306. Should Nasdaq reject the cure plan and deny the extension, formal delisting proceedings could trigger, potentially restricting shareholder liquidity, complicating voting mechanics for the announced deal, and reflecting poorly on sponsor operational rigor ahead of the redemption window.
What changed: A Joint Filing Statement (Exhibit I) pursuant to Rule 13d-1(k) attached to a Schedule 13G/A, operating strictly as a procedural signature page and liability acknowledgment for four affiliated First Trust entities. The excerpt contains only dated signature blocks and joint-filing acknowledgments from November 14, 2025, executed by Joy Ausili and Chad Eisenberg. It discloses zero changes to the SPAC's redemption timeline, trust account balances, shareholder redemption behavior, extension procedures, or target combination mechanics. The document text itself reports no operational or capital-structure updates. Why it matters: The filing records administrative confirmation that First Trust Merger Arbitrage Fund and three management affiliates share responsibility for the underlying 13G/A amendment, but supplies no independent data on ownership thresholds, share movements, or corporate developments. Investors seeking updates on trust value adjustments, conversion ratios, target financials, management commentary, partnership announcements, litigation, or personnel shifts will find none herein; the exhibit is purely a regulatory housekeeping attachment with substantive disclosures limited to the signatories' listed corporate titles.
What changed: Quarterly report (10-Q) for the quarter ended September 30, 2025, filed by Spark I Acquisition Corp (SPKL). Shareholders approved extension of the business combination deadline from July 11, 2025 to September 29, 2026 at a July 8, 2025 extraordinary general meeting. In connection, holders of 7,763,287 Class A ordinary shares redeemed for approximately $84.8 million (~$10.93 per share), reducing trust assets from $106.9 million to $24.8 million and public shares outstanding from 10,000,000 to 2,236,713. The Sponsor converted 4,000,000 Class B shares into Class A shares. Sponsor made monthly deposits totaling $100,652 into trust (up to $825,000 aggregate) to fund the extension. The Company reported a working capital deficit of $3.2 million and cash of $614,005. Management expressed substantial doubt about going concern. The Company stated both non-binding LOIs (with Kneron and a hospitality SaaS company) have expired, but it is actively negotiating a binding business combination agreement with Kneron. Sponsor issued two unsecured promissory notes: up to $1.9 million (convertible, $1.54 million outstanding) and up to $2.5 million ($1.7 million borrowed). Why it matters: Critical update for SPKL shareholders: the trust per-share value is now ~$11.10 (up from $10.05 due to interest), the deadline is extended to September 2026, and redemptions have heavily diluted public float. The Company is burning cash with a working capital deficit and relies on sponsor loans. The Kneron deal is the only identified target and is still in negotiation without a signed agreement—failure to close could lead to liquidation. Sponsor conduct (conversion, loans, extension deposits) is favorable but does not eliminate going concern risk. This filing is the most informative on mechanics since the extension vote.
What changed vs 2025-08-12shares 10.0M → 2.24M -78%redeemable shares, trust account, combination deadline +11 moved · 3 with no prior record of ours
- Redeemable shares
- 10.0M2.24M
- Trust account
- $106.9M · unchanged
- Combination deadline
- 2026-09-29 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 7,763,287 shares are no longer redeemable.
The clause “00,000,000 shares authorized, 4,000,000 and 0 issued and outstanding (excluding 2,236,713 and 10,000,000 shares subject to possible redemption, respectively) at September 30, 2025 and December 31, 2024, respectively 400 — Class B”…
The clause …“At September 30, 2025 and December 31, 2024, the Company had $ 24,823,733 and $ 106,926,172 investments held in the Trust Account, respectively. The Company’s portfolio of investments held in the Trust Account are invested in U.S.”…
The clause …“additional capital it needs to fund its business operations and complete any business combination prior to September 29, 2026, if at all. We determined that our liquidity condition and timing of dissolution raise substantial doubt”…
The clause …“that the liquidity condition and timing of dissolution of the Company raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. No”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G/A, which functions as an amended regulatory disclosure of beneficial ownership exceeding five percent of a public company’s equity class. W. R. Berkley Corporation and Berkley Insurance Company submitted this amendment to update their institutional holding statements. The excerpt contains no share volumes, percentage shifts, transaction timestamps, or valuation metrics related to Spark I Acquisition Corp. Accordingly, it provides no new information regarding the per-share trust reserve, applicable redemption price, business combination deadline, extension mechanics, or sponsor conduct. Why it matters: This routine compliance filing leaves all investor redemption windows and capital allocation timelines unchanged. Because the reporting entities introduced no quantitative data or forward-looking commentary, the document contains no attributed claims regarding prospective customers, contracted revenues, total addressable markets, strategic roadmaps, proprietary technology, commercial partnerships, regulatory exposures, or executive appointments. Trackers monitoring capital table shifts or trigger events can treat this as a neutral administrative update.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2025. The 10-Q reports a going concern qualification; a working capital deficit of $2,210,134; $1,101,828 cash outside trust; new sponsor notes of $1,000,000 (Second Note, June 25, 2025) and $1,540,000 convertible note; and subsequent events on July 8, 2025: extension of deadline to September 29, 2026, sponsor conversion of 4,000,000 Class B shares to Class A, and redemption of 7,763,287 Class A shares at ~$10.93 for ~$84.8 million, leaving ~$24.4 million in trust. Management discloses it is actively negotiating a binding business combination agreement with Kneron Holding Corporation. Why it matters: The massive post-quarter redemption (78% of public shares) collapses the trust from ~$109M to ~$24.4M and severely limits the remaining deal currency. The forward purchase agreement for $115M is now critical but remains terminable by the forward purchaser at any time. The going concern disclosure, heavy sponsor borrowing, and expired LOIs with Kneron raise substantial risk of liquidation.
What changed vs 2025-05-13deadline 2025-07-11 → 2026-09-29combination deadline, trust account, going-concern doubt +11 moved · 3 with no prior record of ours
- Combination deadline
- 2025-07-112026-09-29
- Trust account
- $106.9M · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 10.0M · unchanged
SpacBrain reads this as 445 days later than the previous record.
The clause …“additional capital it needs to fund its business operations and complete any business combination prior to September 29, 2026, if at all. We determined that our liquidity condition raises substantial doubt about our ability to continue”…
The clause …“At June 30, 2025 and December 31, 2024, the Company had $ 109,172,314 and $ 106,926,172 in investments held in the Trust Account, respectively. The Company’s portfolio of investments held in the Trust Account are invested in U.S.”…
The clause …“Management has determined that the liquidity condition of the Company raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. No”…
The clause …“none issued and outstanding at June 30, 2025 and December 31, 2024 (excluding 10,000,000 shares subject to possible redemption) — — Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 6,422,078 shares issued”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G beneficial ownership report filed by W. R. Berkley Corporation and Berkley Insurance Company disclosing their combined institutional stake in SPKL. W. R. Berkley Corporation and Berkley Insurance Company triggered the regulatory requirement to publicly disclose passive beneficial ownership exceeding five percent. The filing excerpt contains no acquisition dates, share counts, purchase prices, or dollar transactions. No change from passive to active control is reported, nor any intent to alter management or board composition. Why it matters: For investors tracking redemption mechanics, this Schedule 13G does not modify the existing trust accounting, accelerate the acquisition deadline, or constrain extension options. Because the filers classified their position as passive, they hold no disclosed voting leverage over deal progress, target negotiations, or sponsor conduct. The filing contains no substantive claims regarding revenue, customer concentration, market size, strategy, technology, partnerships, litigation, or personnel adjustments.
What changed: Schedule 13G/A, which the filing itself titles a beneficial ownership report. According to the filing text, three entities—AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC—are amending their Section 13(g) disclosure. The excerpt provides no share counts, percentage movements, acquisition or disposition dates, or declared investment purposes. Under SEC regulations, a 13G/A amendment marks a threshold-triggered update, a change in voting or investment power, a shift between passive and active investor classification, or a correction to prior data. Bearing on SPAC mechanics, this filing tracks institutional concentration relative to the outstanding public float, which directly affects how much of the trust account faces redemption pressure once shareholders vote on an announced business combination or before a contractual dissolution deadline. The document makes no statement regarding SPKL’s per-share trust value, extension ballot procedures, sponsor conduct, or target due diligence status. Why it matters: Because the text identifies AQR Arbitrage, LLC among the co-reporters, the amendment carries direct relevance to SPAC arbitrage positioning. As the filing entities themselves disclose through their regulatory submission, such funds routinely accumulate or trim shares to capture the spread between market price and trust par while managing redemption timing risk. Although the excerpt lacks quantitative data, the submission dated 2025-08-06 and tagged under docket identifier 0001085146-25-004571 confirms a regulatory trigger that precedes material corporate action windows. Investors tracking deal progress, trust preservation, or shareholder liquidity events can use subsequent 13G/A filings from these same entities to map institutional conviction shifts, though the current text restricts its substantive claims solely to the identity of the reporting parties and the fact of the amendment filing.
What changed: This filing is a Schedule 13G/A, identified in its own terms as a beneficial ownership report submitted to the SEC to amend previously disclosed equity holdings. The amendment updates the aggregate beneficial ownership positions reported by five listed parties: WOLVERINE ASSET MANAGEMENT LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick. Because the provided excerpt omits the specific share counts, acquisition dates, and percentage thresholds, the precise change in economic interest cannot be quantified from the text alone. Why it matters: Amendments to Schedule 13G filings do not affect SPKL’s redemption deadline, trust value per share, extension timelines, merger deal progress, or sponsor conduct. The document contains no operational, financial, or strategic claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel. Consequently, there are no attributable assertions to evaluate, and the filing functions purely as routine regulatory housekeeping. For investors tracking near-term SPAC mechanics, this submission carries zero direct impact on redemption pricing, voting dynamics, or capital commitment schedules.
What changed: A Form 8-K current report filed by Spark I Acquisition Corporation detailing the outcomes of an extraordinary general meeting, including a shareholder-approved extension of the business combination period, mass public share redemptions, a sponsor share conversion, and ongoing monthly trust funding commitments. According to the filing signed by Chief Operating Officer Kurtis Jang, the Company extended its business combination deadline from July 11, 2025 to September 29, 2026 after shareholders voted 10,448,575 in favor against 4,308,669 opposed, with 14,757,283 Ordinary Shares present. Holders redeemed 7,763,287 Class A Ordinary Shares at approximately $10.92 per share, withdrawing approximately $84.8 million from the Trust Account. Following redemptions, approximately $24.4 million remains in the Trust Account prior to Sponsor Contributions, and 2,236,713 Class A Ordinary Shares remain held by public shareholders. On July 9, 2025, Sponsor SLG SPAC Fund LLC converted 4,000,000 Class B Ordinary Shares into 4,000,000 Class A Ordinary Shares, increasing total Class A shares outstanding to 6,236,713. Beginning July 11, 2025, the Sponsor will deposit $0.015 for each outstanding Class A Ordinary Share monthly into the Trust Account. Why it matters: The massive redemption removed a large portion of the trust but maintained a surviving trust value anchored near the reported $10.92 per share level. The 15-month extension halts the automatic liquidation trigger originally set for mid-July 2025, providing continued operational runway. The Sponsor's explicit agreement to fund the trust at $0.015 per share monthly offsets the cash drain from redemptions. Converting Founder shares eliminates structural share class disparities prior to any merger closing. The attached Exhibit 3.1 amends Article 164 to clarify that upon failure to consummate a Business Combination within 36 months of the IPO, the Company will redeem Public Shares using Trust Fund balances less up to $100,000 of interest for winding-up costs, subject to a $5,000,001 minimum net tangible asset threshold upon amendment redemptions. Whole warrants retain a $11.50 per share exercise price.
What changed: Routine compliance exhibit: an amended Schedule 13G beneficial ownership report [0001140361-25-025607] filed 2025-07-11 by Wolverine Asset Management LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick. The provided text lists the reporting persons but contains no share counts, percentage thresholds, acquisition/disposition dates, or amendment specifics. Nothing regarding redemption mechanics, trust value ($10.05), extension deadlines (2026-09-29), deal progress, or sponsor conduct can be extracted from the excerpt. Why it matters: Institutional 13G/A updates do not inherently alter SPKL’s redemption timeline, liquidate trust assets, or force sponsor actions. Without disclosed quantity changes or a statement of purpose, this filing does not materially shift shareholder voting power or capital commitment calculus. The document contains zero substantive disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: Amendment to a Schedule 13G beneficial ownership report identifying Wealthspring Capital LLC and Matthew Simpson as reporting persons. The filing updates previously disclosed ownership positions for Wealthspring Capital LLC and Matthew Simpson. The provided excerpt does not list share quantities, percentage of outstanding securities, acquisition or disposition dates, or the specific threshold event triggering the amendment. It contains no references to redemption periods, trust account valuations, extension procedures, business-combination execution, or sponsor conduct. Why it matters: Schedule 13G/A disclosures measure concentration of economic and voting interests rather than merger mechanics. Without explicit share counts or purpose-of-transaction language in the excerpt, this filing does not shift the September 29, 2026 deadline, alter redemption eligibility, or indicate sponsor alignment. If the full amendment reveals accumulated voting power tied to the shareholder vote or loan commitments supporting the business combination, it could affect redemption pressure estimates; if it shows divestiture, it may signal exit intent prior to the merger. Review of the complete SEC exhibit is required to evaluate holder behavior, but as submitted, it conveys no data affecting trust preservation, extension voting, or deal progression.
What changed: Routine compliance exhibit: Amendment to Schedule 13G (beneficial ownership report) filed on 2025-07-07 under accession number 0001072613-25-000456, submitted by holder KARPUS MANAGEMENT, INC. Per the filing text, only the reporting entity’s identity is stated; no share counts, acquisition prices, voting percentages, or transaction timelines are disclosed. Consequently, the document reports zero impact on redemption mechanics, trust account distributions, extension provisions, business combination progress, or sponsor conduct relative to the referenced security. Why it matters: Because the document restricts itself to routine regulatory disclosure for KARPUS MANAGEMENT, INC., it conveys no actionable signal regarding shareholder redemption thresholds, capital preservation, or deal execution momentum. Investors tracking the filing must consult the complete SEC database entry for share totals and purpose statements to determine whether institutional positioning aligns with the target’s operational roadmap or liquidity timeline.
What changed: This filing is a definitive additional materials submission (DEFA14A) functioning as a supplement and correction to a proxy statement for an extraordinary general meeting, which simultaneously incorporates a Current Report on Form 8-K and attaches the full text of a promissory note between the Company and its sponsor. Regarding mechanics, the Company corrected the proposed corporate charter amendment to replace Article 164, formally establishing a business combination deadline of September 29, 2026 (extended from July 11, 2025). The filing details a sponsor funding mechanism wherein SLG SPAC Fund LLC will deposit directly into the Trust Account monthly amounts equal to the lesser of $0.015 per outstanding Class A ordinary share or $55,000, capped at a maximum aggregate of $825,000. In exchange, the Company will issue a non-interest-bearing, unsecured promissory note with a US$2,500,000 principal cap, permitting working capital drawdowns of up to US$2,500,000 minus the maximum aggregate Contributions, with each drawdown requiring a minimum of Ten Thousand U.S. Dollars (US$10,000). The revised charter codifies the redemption price as the aggregate Trust Fund balance (including interest, less up to $100,000 for winding up and dissolution expenses) divided by public shares outstanding, and adds a provision stating redemptions triggered by amendment approvals shall not cause net tangible assets to fall below $5,000,001. The sponsor contractually waives any right, title, interest, or claim against the Trust Account for note repayment. Why it matters: This extension framework dictates the operational runway, liquidity floor, and capital infusion schedule available before forced liquidation, directly shaping when public shareholders must elect redemption versus remaining exposed to the extended timeline. Beyond structural mechanics, the Company reported (as its own disclosure) that in October 2024 it signed a non-binding letter-of-intent for a combination with Kneron Holding Corporation, which the Company describes as 'a leading provider of full stack edge artificial intelligence solutions based in San Diego, California.' The filing states the Company has renewed the LOI and continues negotiating a binding agreement, though it attributes these characterizations solely to the Company and provides no independent verification, customer data, revenue figures, market size estimates, or technology specifications for Kneron within this text. The 8-K was executed by Kurtis Jang, identified as Chief Operating Officer. Outstanding warrants remain exercisable for one Class A ordinary share at an exercise price of $11.50 per share.
What changed: Form 8-K Current Report functioning as a routine compliance exhibit and definitive agreement announcement for a proposed extension amendment, a new promissory note, and a target update. This document is an 8-K Current Report detailing a proposed extension amendment, a material definitive agreement establishing a promissory note and monthly trust contributions, and a status update on deal negotiations. First, regarding mechanics: SLG SPAC Fund LLC (the Sponsor) agreed to make monthly deposits into the Company’s trust account equal to the lesser of $0.015 per outstanding Class A ordinary share or $55,000, capped at a maximum aggregate of $825,000. In exchange, the Company will issue a non-interest-bearing, unsecured promissory note up to $2,500,000, which also permits working capital drawdowns up to $2,500,000 minus the maximum contributions. Shareholders will vote on an Extension Amendment Proposal at a meeting on July 8, 2025, to move the business combination deadline from July 11, 2025, to September 29, 2026. If approved, the Sponsor will make the first contribution on July 11, 2025, and continue payments on the 11th of each subsequent month. Section 12 of the Promissory Note explicitly waives the Sponsor’s right to seek recourse against the Trust Account if a business combination is not consummated. Second, regarding substance: The Company disclosed that in October 2024 it signed a non-binding letter-of-intent (LOI) with Kneron Holding Corporation, identified as a leading provider of full stack edge artificial intelligence solutions based in San Diego, California. The Company states it has renewed this LOI and continues negotiating terms for a binding business combination agreement with Kneron. Why it matters: The extension pushes the redemption deadline by more than a year, directly altering the timeline for when capital may be returned to holders. The structured $0.015 monthly funding caps extension costs while the explicit trust waiver protects public shareholders by ensuring the sponsor’s promissory note cannot claim priority over trust funds in a liquidation event. The renewed LOI with Kneron indicates active merger pursuit, reducing immediate de-spacification risk, though the extension remains strictly contingent on shareholder approval at the July 8, 2025 meeting.
What changed: Definitive proxy statement (DEF 14A) filed by Spark I Acquisition Corporation to solicit shareholder votes for an extension of the deadline to complete a business combination from July 11, 2025 to September 29, 2026, and for an adjournment proposal if needed. The SPAC is asking shareholders to approve a charter amendment to extend the business combination deadline by approximately 14 months. The current deadline is July 11, 2025; the proposed new deadline is September 29, 2026. The meeting is scheduled for July 8, 2025. Shareholders who do not wish to extend may redeem their Class A ordinary shares at approximately $10.87 per share (based on the trust account value as of the record date). The sponsor (SLG SPAG Fund LLC) and directors, holding 39.1% of the outstanding ordinary shares, intend to vote in favor. Why it matters: If the extension is not approved and no business combination is completed by July 11, 2025, the SPAC will liquidate and redeem public shares at the trust account value (approximately $10.87 per share as of the record date). Approval allows the SPAC additional time to find and complete a deal. The redemption price is slightly above the trust value of $10.05 per share due to accrued interest. The vote is critical for the SPAC's continued existence.
What changed vs 2024-10-15deadline 2025-07-11 → 2026-09-29combination deadline, trust account1 moved · 1 with no prior record of ours
- Combination deadline
- 2025-07-112026-09-29
- Trust account
- not previously extracted$108.7M
SpacBrain reads this as 445 days later than the previous record.
The clause …“a business combination (the “Charter Extension”) from July 11, 2025 to September 29, 2026 (the “Charter Extension Date”), or such earlier date as the Company’s board of directors (the “Board”) may approve or such later date as”…
The clause …“per Public Share was approximately $10.87, based on the aggregate amount on deposit in the Trust Account of approximately $108,676,137.26 as of the Record Date, divided by the total number of then outstanding Public Shares. The”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A preliminary proxy statement (PRE 14A) filed by Spark I Acquisition Corp in advance of an extraordinary general meeting of shareholders scheduled for July 8, 2025. The document formally proposes an extension of the SPAC's business combination deadline from July 11, 2025 to September 29, 2026 (the 'Charter Extension'). It also includes an adjournment proposal to allow for further solicitation of votes if necessary. The filing sets the record date for voting as May 21, 2025, and the meeting date as July 8, 2025. The document contains blank spaces for several key figures, including the redemption price per share, trust account balance, and closing stock price as of the Record Date, indicating these figures were not finalized at the time of filing. Why it matters: This is the core document for the extension vote, which is the primary near-term event for the SPAC. Security holders need to know the meeting date, record date, the vote required (a special resolution with a two-thirds majority), and the deadline for tendering shares for redemption (5:00 p.m. Eastern Time on July 3, 2025, two business days before the meeting). The filing also discloses that the Initial Shareholders (Sponsor and directors/officers), holding 39.1% of ordinary shares, intend to vote in favor. Approval of the extension requires a 4,525,974 votes from public shareholders (approximately 45.3% of Class A shares), so public holder participation is crucial. The outcome of this vote determines whether the SPAC gets more time or is forced to liquidate. The document also flags potential Nasdaq delisting risks if redemptions are heavy.
What changed: Form 10-Q quarterly report for Spark I Acquisition Corp for the quarter ended March 31, 2025. Trust value per share increased to $10.80 from $10.69; working capital deficit of $1,446,268; issued $1,900,000 promissory note to sponsor; both LOIs with Kneron and hospitality SaaS have expired; now actively negotiating binding agreement with Kneron; management expresses substantial doubt about going concern; no extension plan beyond July 11, 2025 deadline. Why it matters: The filing highlights the approaching deadline (July 11, 2025) with no extension mechanism, a going concern warning, and the status of deal negotiations. Investors should note the trust value per share, the sponsor's financial support, and the risk of liquidation if no deal is completed by the deadline.
What changed vs 2024-11-12trust $101.7M → $106.9M +5%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $101.7M$106.9M
- Combination deadline
- 2025-07-11 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 10.0M · unchanged
SpacBrain reads this as $5,248,662 was added to the trust between the two filings.
The clause …“At March 31, 2025 and December 31, 2024, the Company had $ 108,045,865 and $ 106,926,172 in investments held in the Trust Account, respectively. The Company’s portfolio of investments held in the Trust Account are invested in U.S.”…
The clause …“additional capital it needs to fund its business operations and complete any business combination prior to July 11, 2025, if at all. The Company also has no approved plan in place to extend the business combination deadline beyond July”…
The clause …“has determined that the liquidity condition and timing of liquidation raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. No”…
The clause …“issued and outstanding at March 31, 2025 and December 31, 2024 (excluding 10,000,000 shares subject to possible redemption) — — Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 6,422,078 shares issued”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G, a U.S. Securities and Exchange Commission beneficial ownership disclosure reporting that a group of related investment entities and individuals holds more than five percent of a class of SPKL common stock. The filing text lists Wolverine Asset Management LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick as the affiliated parties behind the reported stake. The excerpt contains no discussion of redemption schedules, trust account valuations, extension proposals, merger deal progression, or sponsor conduct. It also contains no assertions regarding customers, revenue, market size, corporate strategy, technology developments, partnership arrangements, litigation matters, or executive personnel changes. Why it matters: Although this 13G does not mechanically alter SPKL's liquidation timeline, trust distribution formula, or business combination vote, it identifies the consolidated vehicles controlling a significant equity block. For investors tracking redemption pressure and proxy dynamics, recognizing which advisory firms and principals cross the five-percent threshold helps anticipate coordinated voting behavior, potential shareholder amendments to trust terms, or direct engagement with management ahead of the announced deal. Filing-only disclosures like this routinely precede activist positioning or quiet capital allocation shifts, making the consolidated holder list a baseline for modeling future shareholder meeting outcomes.
What changed: A routine compliance exhibit (Form 8-K reporting Item 4.01, Changes in Registrant’s Certifying Accountant, accompanied by Exhibit 16.1). According to the registrant’s Audit Committee, the Company dismissed Marcum LLP and engaged CBIZ CPAs P.C. as its independent registered public accounting firm on April 8, 2025. Marcum LLP confirmed that on November 1, 2024, CBIZ acquired Marcum’s attest business and substantially all partners and staff transferred. In a filed letter dated April 10, 2025, Marcum LLP agreed with the Company’s factual statements concerning its firm but noted it was not positioned to agree or disagree with other disclosures. Marcum LLP reported that its audit reports for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain adverse, qualified, or scope-limited opinions, except for an explanatory paragraph stating substantial doubt about the Company’s ability to continue as a going concern. Chief Operating Officer Kurtis Jang executed the filing on April 10, 2025. The Company confirmed no disagreements or reportable events with Marcum LLP through April 8, 2025, and CBIZ CPAs P.C. provided no written or oral advice regarding accounting principles or expected audit opinions. Per the cover page disclosures, whole warrants remain exercisable for one Class A ordinary share at an exercise price of $11.50 per share. Why it matters: For SPKL investors tracking redemption decisions against the September 29, 2026 deadline and the reported $10.05 per-share trust value, the consecutive going concern qualifications constitute a direct signal of lingering liquidity or operational sustainability risk that can materially influence shareholder redemption calculus. The filing does not adjust the redemption calendar, modify trust mechanics, or update announced deal progress, but the mid-cycle auditor transition paired with unresolved going concern language implies management may need to secure additional sponsor capital, working-line credit, or file an extension amendment to fund merger contingencies. Monitoring subsequent quarterly and annual filings will reveal whether CBIZ CPAs P.C. removes or modifies the going concern caveat and whether sponsor conduct shifts toward targeted capital infusions or liquidation exposure before the proxy voting window closes.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.