UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 25, 2025, SLG SPAC Fund LLC (the “Sponsor”) agreed to make monthly deposits (each deposit, a “Contribution” and collectively, the “Contributions”), each in an amount equal to the lesser of (i) $0.015 for each outstanding Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of Spark I Acquisition Corporation (the “Company”) and (ii) $55,000, up to a maximum aggregate amount of $825,000, directly to the Company’s trust account, on the terms and subject to the conditions described below. In exchange for the Contributions, the Company shall issue to the Sponsor a non-interest bearing, unsecured promissory note (the “Promissory Note”) on the terms and subject to the conditions described below.
At the extraordinary general meeting of the Company to be held at 10:00 a.m., Eastern Time, on July 8, 2025 (the “Shareholder Meeting”), the Company’s shareholders will be asked to vote on a proposal to amend the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”) to extend the date by which the Company has to consummate a business combination from July 11, 2025 to September 29, 2026 (the “Extension Amendment Proposal”).
If the Extension Amendment Proposal is approved, the Promissory Note will be issued and the first Contribution will be made on July 11, 2025. Additional Contributions will be made on the eleventh (11th) day of each subsequent month (or if such day is not a business day, on the business day immediately preceding such day) until the earlier of (i) the consummation of a business combination, and (ii) the last day the Company has to complete a business combination in accordance with its Memorandum and Articles of Association, as then in effect (the earlier of (i) and (ii), the “Maturity Date”).
The Company may also request drawdowns of up to $2,500,000 minus the maximum aggregate amount of Contributions under the Promissory Note from time to time to fund the Company’s working capital requirements. The Promissory Note will not bear any interest and will be repayable by the Company to the Sponsor upon the Maturity Date. The Maturity Date may be accelerated upon the occurrence of an “Event of Default” (as defined in the Promissory Note). Any outstanding principal under the Promissory Note may be prepaid at any time by the Company, at its election and without penalty.
The foregoing description of the Promissory Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Form of Promissory Note, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information disclosed under Item 1.01 of this Current Report is incorporated by reference into this Item 2.03 to the extent required.
| Item 8.01. | Other Events |
In October 2024, the Company announced that it had signed a non-binding letter-of-intent (“LOI”) for a business combination with Kneron Holding Corporation (“Kneron”), a leading provider of full stack edge artificial intelligence solutions based in San Diego, California. The Company has renewed the LOI with Kneron as the Company continues to negotiate the terms of a binding business combination agreement with Kneron.
Additional Information and Where to Find It
On June 2, 2025, the Company filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for the Shareholder Meeting. Investors and security holders are able to obtain free copies of the Proxy Statement, related supplements and all other relevant documents filed or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by the Company may be obtained free of charge by written request to Spark I Acquisition Corporation, 3790 El Camino Real, Unit #570, Palo Alto, CA 94306 or by telephone at (650) 353-7082. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE EXTENSION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MATTERS TO BE VOTED ON AT THE SHAREHOLDER MEETING.
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the matters to be voted on at the Shareholder Meeting. Information regarding the Company’s directors and executive officers and a description of their interests in the Company and the matters to be voted on at the Shareholder Meeting are set forth in the Proxy Statement.
No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This Current Report shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
Certain statements made in this Current Report are “forward looking statements,” including statements regarding the Contributions and the potential binding business combination agreement with Kneron. When used in this Current Report, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability of the Company to enter into a definitive agreement with respect to an initial business combination with Kneron or any other party within the time provided in the Company’s Memorandum and Articles of Association, including as a result of redemptions or the failure by shareholders to approve the Extension Amendment Proposal; the risk that the approval of the shareholders of the Company for any proposed business combination is not obtained; failure to realize the anticipated benefits of any proposed business combination, including as a result of a delay in consummating any proposed business combination; the amount of redemption requests made by the Company’s shareholders and the amount of funds remaining in the Company’s trust account after satisfaction of such requests; the Company’s ability to satisfy the conditions to closing any proposed business combination; and those factors discussed in the Company’s Annual Report on Form 10-K under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Title | |
| 10.1 | Form of Promissory Note, by and between Spark I Acquisition Corporation and SLG SPAC Fund LLC. | |
| 104 | Cover Page Interactive Data File. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPARK I ACQUISITION CORPORATION |
| By: | /s/ Kurtis Jang | |
| Name: | Kurtis Jang | |
| Title: | Chief Operating Officer |
Date: June 27, 2025