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                                September 27, 2023

       James Rhee
       Chief Executive Officer
       Spark I Acquisition Corp
       3790 El Camino Real
       Unit #570
       Palo Alto, CA 94306

                                                        Re: Spark I Acquisition
Corp
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            September 15, 2023
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed September 25,
2023
                                                            File No. 333-273176

       Dear James Rhee:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 3, 2023 letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Notes to Financial Statements
       Note 8 - Warrants, page F-15

   1.                                                   We note your response
to our comment 1 and your revisions to your filing. We note you
                                                        disclose on pages F-16
and F-32 "Additionally, the Private Placement Warrants will be
                                                        exercisable on a cash
or cashless basis and be non-redeemable, except as described above,
                                                        so long as they are
held by the initial purchasers or their permitted transferees." Please tell
                                                        us how you considered
this statement in your assessment of whether or not there are any
 James Rhee
Spark I Acquisition Corp
September 27, 2023
Page 2
      terms or provisions in the warrant agreement that provide for potential
changes to the
      settlement amounts that are dependent upon the characteristics of the
holder of the
      warrant, and if so, how you analyzed those provisions in accordance with
the guidance in
      ASC 815-40.
General

2.    We acknowledge your revised disclosures in response to our comment 2. We
note that
      your revised disclosures on page 65 state that the forward purchaser may
be investing at a
      "modest" illiquidity discount, but also that shareholders may be
"significantly" diluted.
      Please revise to provide some context regarding the amount of the
discount, or if such
      information is not known, revise to remove the reference that it would be
"modest."
       You may contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Joseph Ambrogi at 202-551-4821 or Dorrie Yale at 202-551-8776 with any
other
questions.



                                                           Sincerely,
FirstName LastNameJames Rhee
                                                           Division of
Corporation Finance
Comapany NameSpark I Acquisition Corp
                                                           Office of Real
Estate & Construction
September 27, 2023 Page 2
cc:       Andrew Hoffman, Esq.
FirstName LastName