UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events
As previously disclosed on a Current Report on Form 8-K dated June 11, 2021 (“Current Report”), SPK Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one share of common stock (“Common Stock”), and one right to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a 45-day option to purchase up to 750,000 additional Units to cover over-allotments, if any.
As also previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 205,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,050,000.
Subsequently, on July 20, 2021, the underwriters partially exercised the option and the closing of the issuance and sale of the additional Units occurred on July 22, 2021. The total aggregate issuance by the Company of 91,196 units at a price of $10.00 per unit resulted in total gross proceeds of $911,960.
A total of $50,911,960 of the net proceeds from the sale of Units in the initial public offering (including the over-allotment option units) on June 10, 2021 and July 22, 2021, were placed in a trust account established for the benefit of the Company’s public shareholders. Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the exercise of the over-allotment option.
On July 20, the underwriters canceled the remainder of the over-allotment option. In connection with the cancellation of the remainder of the over-allotment option, the Company on July 22 cancelled an aggregate of 164,701 shares of Common Stock issued to SPK Acquisition LLC, the Company’s sponsor, prior to the IPO and Private Placement. As of July 22, 2021, 6,596,275 shares of common stock, $0.0001 par value, were issued and outstanding.
The Private Units are identical to the Units sold in the IPO. However, the sponsor has agreed to certain restrictions on the Private Units, as described in the Registration Statement. Additionally, the holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the Private Units.
The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Pro-Forma Balance Sheet dated July 22, 2021 (unaudited) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 28, 2021
SPK ACQUISITION CORP.
| By: | /s/ Sophie Ye Tao | |
| Name: | Sophie Ye Tao | |
| Title: | Chief Executive Officer |
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