United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 1.01. Entry into a Material Definitive Agreement.
On June 7, 2021, the registration statement (File No. 333- 255461) (the “Registration Statement”) relating to the initial public offering (“IPO”) of SPK Acquisition Corp. (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:
● | An Underwriting Agreement, dated June 7, 2021, by and between the Company and Chardan Capital Markets, LLC (“Chardan”), as representative of the underwriters; |
● | A Rights Agreement, dated June 7, 2021, by and between the Company and Continental Stock Transfer & Trust Company; |
● | Letter Agreements, dated June 7, 2021, by and between the Company and each of the initial shareholders, officers and directors of the Company; |
● | An Investment Management Trust Agreement, dated June 7, 2021, by and between the Company and Continental Stock Transfer & Trust Company; |
● | A Stock Escrow Agreement, dated June 7, 2021, by and among the Company, Continental Stock Transfer & Trust Company and each of the initial shareholders of the Company; and |
● | Indemnity Agreements, dated June 7, 2021, by and among the Company and the directors and officers of the Company; |
● | A Subscription Agreement, dated June 7, 2021, by and between the Company and SPK Acquisition Corp.; and |
● | A Registration Rights Agreement, dated June 7, 2021, by and among the Company and the initial shareholders of the Company. |
On June 10, 2021, the Company consummated the IPO of 5,000,000 units (the “Units”). Each Unit consists of one share of Common Stock (“Common Stock”) and one warrant (“Right”) to receive one-tenth (1/10) of a 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 of June 10, 2021, a total of $50,000,000 of the net proceeds from the IPO and the Private Placement (as defined below) were deposited in a trust account established for the benefit of the Company’s public stockholders. An audited balance sheet as of June 10, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO on June 10, 2021, the Company consummated the private placement (“Private Placement”) with SPK Acquisition LLC, its sponsor, of 205,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,050,000.
The Private Units are identical to the Units sold as part of the public Units in this offering. Additionally, such initial purchasers 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. Such initial purchasers were granted certain demand and piggyback registration rights in connection with the purchase of 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 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On June 6, 2021, in connection with the IPO, the Company amended and restated its memorandum and articles of association. On June 7, 2021, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Company’s Amended and Restated Certificate of Incorporation are attached as Exhibits 3.1 hereto, respectively, and are incorporated by reference herein.
Item 8.01 Other Events
As of June 10, 2021, a total of $50,000,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public stockholders. An audited balance sheet as of June 10, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.
Item 9.01. Financial Statements and Exhibits.
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: June 11, 2021
SPK ACQUISITION CORP.
By: | /s/ Sophie Ye Tao | |
Name: | Sophie Ye Tao | |
Title: | Chief Executive Officer |