UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41825

SPARK I ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		87-1738866
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3790 El Camino Real, Unit #570 Palo Alto, CA		94306
(Address of principal executive offices)		(Zip Code)

(650) 353-7082

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	SPKLU	The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value	SPKL	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	SPKLW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 1, 2024, there were 10,000,000 Class A ordinary shares, par value $0.0001 per share, and 6,422,078 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

SPARK I ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2024

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION		Page
Item 1. Financial Statements of Spark I Acquisition Corporation:
Condensed Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023		1
Condensed Unaudited Statements of Operations for the three months ended March 31, 2024 and 2023		2
Condensed Unaudited Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2024 and 2023		3
Condensed Unaudited Statements of Cash Flows for the three months ended March 31, 2024 and 2023		4
Notes to Condensed Unaudited Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures about Market Risk		19
Item 4. Controls and Procedures		19
PART II - OTHER INFORMATION		21
Item 1. Legal Proceedings		21
Item 1A. Risk Factors		21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3. Defaults upon Senior Securities		21
Item 4. Mine Safety Disclosures		21
Item 5. Other Information		21
Item 6. Exhibits		22
SIGNATURES		23


	March 31,		December 31,
	2024		2023
	(unaudited)
ASSETS
Current Assets:
Cash	$	932,714	$	1,404,174
Prepaid expenses		196,845		156,541
Total Current Assets		1,129,559		1,560,715

Cash and cash equivalents held in trust		103,003,819		101,677,510
Other assets		51,499		77,248
Total Assets	$	104,184,877	$	103,315,473

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accrued expenses and offering costs	$	504,202	$	408,676
Related party payable		3,500		—
Total Current Liabilities		507,702		408,676

Non-current Liabilities:
Deferred underwriting fee payable		3,500,000		3,500,000
Total Liabilities		4,007,702		3,908,676
Commitments and contingencies (Note 6)
Class A ordinary shares subject to possible redemption; 10,000,000 shares at redemption value of $10.30 and $10.17 as of March 31, 2024 and December 31, 2023, respectively		103,003,819		101,677,510

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, none issued and outstanding (excluding 10,000,000 shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 6,422,078 shares issued and outstanding at March 31, 2024 and December 31, 2023		642		642
Additional paid-in capital		—		246,705
Accumulated deficit		(2,827,286)		(2,518,060)
Total Shareholders’ Deficit		(2,826,644)		(2,270,713)
Total Liabilities and Shareholders’ Deficit	$	104,184,877	$	103,315,473


	For the Three Months		For the Three Months
	Ended March 31,		Ended March 31,
	2024		2023
Administration and consulting fees – related party	$	321,215	$	13,815
Operating expenses		234,717		339,541
TOTAL EXPENSES		555,932		353,356
OTHER INCOME
Operating account interest income		1		—
Interest earned on investments held in Trust Account		1,326,309		—
TOTAL OTHER INCOME		1,326,310		—
Net income (loss)	$	770,378	$	(353,356)

Weighted average Class A ordinary shares outstanding, basic and diluted		10,000,000		—
Basic and diluted net income (loss) per Class A ordinary share	$	0.05	$	—
Weighted average Class B ordinary shares outstanding, basic and diluted		6,422,078		6,422,078
Basic and diluted net income (loss) per Class B ordinary share	$	0.05	$	(0.06)


	Ordinary Shares			Paid-In		Accumulated		Shareholders’
	Shares		Amount	Capital		Deficit		Deficit
Balance, January 1, 2023	6,422,078	$	642	$	246,705	$	(2,518,060)	$	(2,270,713)
Net income	—		—		—		770,378		770,378
Remeasurement of Class A ordinary shares subject to possible redemption	—		—		(246,705)		(1,079,604)		(1,326,309)
Balance, March 31, 2024	6,422,078	$	642	$	—	$	(2,827,286)	$	(2,826,644)


	For the Three		For the Three
	Months Ended		Months Ended
	March 31, 2024		March 31, 2023
Cash Flows From Operating Activities:
Net income (loss)	$	770,378	$	(353,356)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(1,326,309)		—
Changes in operating assets and liabilities:
Prepaid expenses		(40,304)		32,236
Other assets		25,749		(18,421)
Deferred offering costs		—		(1,267)
Related party payable		3,500		—
Accrued expenses and offering costs		95,526		13,900
Net Cash Used In Operating Activities		(471,460)		(326,908)
Cash Flows From Financing Activities:
Payments of offering costs		—		(102,684)
Net Cash Used in Financing Activities		—		(102,684)
Net change in cash		(471,460)		(429,592)
Cash at beginning of period		1,404,174		587,641
Cash at end of period	$	932,714	$	158,049

Supplemental disclosure of non-cash financing activities:
Remeasurement of Class A ordinary shares to redemption value	$	1,326,309	$	—


	March 31,
	2024
Beginning balance, January 1, 2024	$	101,677,510
Plus:
Remeasurement adjustment on redeemable ordinary shares		1,326,309
Class A ordinary shares subject to possible redemption, March 31, 2024	$	103,003,819


	For the three months ended
	March 31,		March 31,
	2024		2023
Class A Redeemable ordinary shares
Numerator: Allocation of net income, as adjusted	$	469,111	$	—
Denominator: Basic and diluted weighted average shares outstanding		10,000,000		—
Basic and diluted net income per Class A Ordinary Share	$	0.05	$	—
Class B Non-redeemable ordinary shares
Numerator: Allocation of net income, as adjusted	$	301,267	$	(353,356)
Denominator: Basic and diluted weighted average shares outstanding		6,422,078		6,422,078
Basic and diluted net income per Class B Ordinary Shares	$	0.05	$	(0.06)


		March 31,			March 31,
Description	Level	2024		Level	2023
Assets:
Investments held in Trust Account	1	$	103,003,819	1	$	—

No.		Description of Exhibit
1.1(1)		Underwriting Agreement, dated October 5, 2023, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters.
3.1(1)		Amended and Restated Memorandum and Articles of Association.
4.1(1)		Warrant Agreement, dated October 5, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1(1)		Letter Agreement, dated October 5, 2023, by and among the Company, its executive officers, its directors and SLG SPAC Fund LLC.
10.2(1)		Investment Management Trust Agreement, dated October 5, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3(1)		Registration Rights Agreement, dated October 5, 2023, by and among the Company, SLG SPAC Fund LLC and the Holders signatory thereto.
10.4(1)		Private Placement Warrants Purchase Agreement, dated October 5, 2023, by and between the Company and SLG SPAC Fund LLC.
10.5(1)		Forward Purchase Agreement, dated October 5, 2023, by and between the Company and SparkLabs Group Management, LLC.
10.6(1)		Indemnity Agreement, dated October 5, 2023, by and between the Company and the officers and directors of the Company.
31.1*		Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	SPARK I ACQUISITION CORPORATION

Date: May 10, 2024	By:	/s/ James Rhee
	Name:	James Rhee
	Title:	Chairman and Chief Executive Officer
		(Principal Executive Officer)

Date: May 10, 2024	By:	/s/ Ho Min (Jimmy) Kim
	Name:	Ho Min (Jimmy) Kim
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Spark I Acquisition Corp.