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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Exhibit 99.1
SPK Acquisition Corp.
BALANCE SHEET (UNAUDITED)
| June 10, | Pro Forma Adjustments | As Adjusted | ||||||||||
| 2021 | (unaudited) | (unaudited) | ||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash | $ | 783,107 | $ | — | $ | 783,107 | ||||||
| Prepaid expenses | 10,000 | — | 10,000 | |||||||||
| Cash held in Trust | 50,000,000 | 911,960 | (a) | 50,911,960 | ||||||||
| 18,240 | (b) | |||||||||||
| (18,240 | )(c) | |||||||||||
| TOTAL ASSETS | $ | 50,793,107 | $ | 911,960 | $ | 51,705,067 | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| LIABILITIES | ||||||||||||
| Accounts payable | $ | 37,525 | $ | — | $ | 37,525 | ||||||
| Note payable - related party | 125,000 | 125,000 | ||||||||||
| Deferred underwriting fee payable | 1,500,000 | 27,358 | (d) | 1,527,358 | ||||||||
| TOTAL LIABILITIES | 1,662,525 | 27,358 | 1,689,883 | |||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||
| Common stock subject to possible redemption, $0.0001 par value, 4,413,058 and 4,501,518 shares at redemption value of $10.00 per share, respectively. | 44,130,580 | 884,600 | (e) | 45,015,180 | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||||||
| Common Stock; $0.0001 par value; 10,000,000 shares authorized; 2,254,442 and 2,094,757 shares issued and outstanding (excluding 4,413,058 and 4,501,518 shares subject to possible redemption) | 225 | (16 | ) | 209 | ||||||||
| 9 | (a) | |||||||||||
| 1 | (b) | |||||||||||
| (9 | )(e) | |||||||||||
| Additional paid-in capital | 5,000,557 | 18 | 5,000,575 | |||||||||
| 911,951 | (a) | |||||||||||
| 18,239 | (b) | |||||||||||
| (18,240 | )(c) | |||||||||||
| (27,358 | )(d) | |||||||||||
| (884,591 | )(e) | |||||||||||
| Accumulated deficit | (780 | ) | — | (780 | ) | |||||||
| Total stockholders’ equity | 5,000,002 | 2 | 5,000,004 | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 50,793,107 | $ | 911,960 | $ | 51,705,067 | ||||||
The accompany notes are an integral part of the financial statement
NOTE 1 – CLOSING OF OVER-ALLOTMENT OPTION (UNAUDITED)
The accompanying unaudited Pro Forma Balance Sheet presents the unaudited Balance Sheet of SPK Acquisition Corp. (the “Company”) as of June 10, 2021, adjusted for the closing of the underwriters’ over-allotment option (the “Over-allotment”) and related transactions, which occurred on July 22, 2021 as described below.
On June 10, 2021, the Company consummated its initial public offering (the “IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (the “Common stock”) and one right (“Public Right”). Each Public Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $50,000,000.
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 205,000 Private Units, at a price of $10.00 per Private Unit, for an aggregate purchase price of $2,050,000, in a private placement. The Sponsor also agreed to purchase an additional 15,000 Private Units, at a price of $10.00 per Private Unit, or $150,000 in the aggregate in connection with the underwriters’ full exercise of their over-allotment option, if applicable. Each Private Unit consists of one share of common stock (“Private Share”) and one right (“Private Right”). Each Private Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.
The Company granted the underwriters a 45-day option to purchase up to 750,000 Units to cover Over-allotment, if any. On July 20, 2021, the Underwriters partially exercised the option and purchased 91,196 additional Units (the “Over-allotment Units”), generating gross proceeds of $911,960.
Upon the closing of the Over-allotment on July 22, 2021, the Company consummated a private sale of an additional 1,824 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $18,240. As of July 22, 2021, a total of $50,911,960 of the net proceeds from the IPO (including the Over-allotment Units) and the sale of Private Placement Units was placed in a U.S.-based trust account. As the underwriters’ over-allotment was not exercised in full, 164,701 shares owned by the sponsor were forfeited for no consideration. Additionally, the underwriters were issued an additional 456 shares of common stock in addition to the 25,000 shares of common stock issued at closing, for a total of 25,456 shares of common stock owned at July 22, 2021.
As of July 22, 2021, in total there were 6,596,275 shares of common stock, $0.0001 par value, were issued and outstanding.
Unaudited Pro forma adjustments to reflect the exercise of the underwriters’ Over-allotment option described above are as follows:
| Pro-forma entries: | Debit | Credit | |||||||
| (a) | Cash held in trust | 911,960 | |||||||
| Common Stock | 9 | ||||||||
| Additional paid-in capital | 911,951 | ||||||||
| To record the sale of 91,196 over-allotment Units at $10.00 per Unit on July 22, 2021 | |||||||||
| (b) | Cash held in trust | 18,240 | |||||||
| Common Stock | 1 | ||||||||
| Additional paid-in capital | 18,239 | ||||||||
| To record the sale of 1,824 over-allotment Private Placement Units at $10.00 per Unit on July 22, 2021 | |||||||||
| (c) | Additional paid-in capital | 18,240 | |||||||
| Cash held in trust | 18,240 | ||||||||
| To record the payment of underwriting fees arising from the sale of the over-allotment Units | |||||||||
| (d) | Additional paid-in capital | 27,358 | |||||||
| Deferred underwriting fee payable | 27,358 | ||||||||
| To record the payment of deferred underwriting fees arising from the sale of the over-allotment Units | |||||||||
| (e) | Common Stock | 9 | |||||||
| Additional paid-in capital | 884,591 | ||||||||
| Common stock subject to redemption | 884,600 | ||||||||
| To record the change in common stock subject to redemption from the sale of the over-allotment Units | |||||||||