Spark I Acquisition Corp_September 30, 2025

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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 September 30, 2025

☐ 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, par value $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 November 14, 2025, there were 6,236,713 Class A ordinary shares, par value $0.0001 per share, and 2,422,078 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

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SPARK I ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements of Spark I Acquisition Corporation:
Condensed Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024		1
Condensed Unaudited Statements of Operations for the three and nine months ended September 30, 2025 and 2024		2
Condensed Unaudited Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2025 and 2024		3
Condensed Unaudited Statements of Cash Flows for the nine months ended September 30, 2025 and 2024		4
Notes to Condensed Unaudited Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures about Market Risk		21
Item 4. Controls and Procedures		22
PART II - OTHER INFORMATION
Item 1. Legal Proceedings		23
Item 1A. Risk Factors		23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3. Defaults upon Senior Securities		23
Item 4. Mine Safety Disclosures		23
Item 5. Other Information		23
Item 6. Exhibits		24
SIGNATURES		25

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements of Spark I Acquisition Corporation

SPARK I ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2025		2024
	(unaudited)
ASSETS
Current Assets:
Cash	$	614,005	$	375,403
Prepaid expenses		25,162		104,411
Total Current Assets		639,167		479,814

Investments held in trust		24,823,733		106,926,172

Total Assets	$	25,462,900	$	107,405,986

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accrued expenses and offering costs	$	573,060	$	505,218
Related party payable		3,500		3,500
Note payable - Sponsor		1,700,000		—
Convertible note payable - Sponsor		1,540,000		—
Sponsor advance		—		840,000
Total Current Liabilities		3,816,560		1,348,718

Non-current Liabilities:
Deferred underwriting fee payable		3,500,000		3,500,000
Total Liabilities		7,316,560		4,848,718
Commitments and contingencies (Note 6)
Class A ordinary shares subject to possible redemption; 2,236,713 and 10,000,000 shares at redemption value of $11.10 and $10.69 at September 30, 2025 and December 31, 2024, respectively		24,823,733		106,926,172

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at September 30, 2025 and December 31, 2024		—		—
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 4,000,000 and 0 issued and outstanding (excluding 2,236,713 and 10,000,000 shares subject to possible redemption, respectively) at September 30, 2025 and December 31, 2024, respectively		400		—
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 2,422,078 and 6,422,078 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		242		642
Additional paid-in capital		—		—
Accumulated deficit		(6,678,035)		(4,369,546)
Total Shareholders’ Deficit		(6,677,393)		(4,368,904)
Total Liabilities and Shareholders’ Deficit	$	25,462,900	$	107,405,986

The accompanying notes are an integral part of these unaudited condensed financial statements.

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SPARK I ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)


	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2025		2024		2025		2024
EXPENSES
Administrative fee - related party	$	272,830	$	312,350	$	828,130	$	965,030
Formation and operating expenses		595,005		142,271		1,380,937		515,714
TOTAL EXPENSES		867,835		454,621		2,209,067		1,480,744

OTHER INCOME
Forgiveness of debt		1,227		—		1,227		—
Interest Income		1		1		3		4
Unrealized gain on investments held in Trust Account		391,382		1,356,606		2,637,524		4,023,947
TOTAL OTHER INCOME		392,610		1,356,607		2,638,754		4,023,951

Net income (loss)	$	(475,225)	$	901,986	$	429,687	$	2,543,207

Weighted Average Class A ordinary shares subject to possible redemption, basic and diluted		2,996,165		10,000,000		7,639,733		10,000,000
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	(0.05)	$	0.05	$	0.03	$	0.15

Weighted average number of shares of Class A and B ordinary shares outstanding, basic and diluted		6,422,078		6,422,078		6,422,078		6,422,078
Basic and diluted net income (loss) per Class A and B ordinary share	$	(0.05)	$	0.05	$	0.03	$	0.15

The accompanying notes are an integral part of these unaudited condensed financial statements.

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SPARK I ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED September 30, 2025 AND 2024

(UNAUDITED)


							Additional
	Class A Ordinary Shares			Class B Ordinary Shares			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance, January 1, 2025	—	$	—	6,422,078	$	642	$	—	$	(4,369,546)	$	(4,368,904)
Net Income	—		—	—		—		—		542,329		542,329
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(1,119,693)		(1,119,693)
Balance, March 31, 2025	—	$	—	6,422,078	$	642	$	—	$	(4,946,910)	$	(4,946,268)
Net Income	—		—	—		—		—		362,583		362,583
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(1,126,449)		(1,126,449)
Balance, June 30, 2025	—	$	—	6,422,078	$	642	$	—	$	(5,710,776)	$	(5,710,134)
Net Loss	—		—	—		—		—		(475,225)		(475,225)
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(492,034)		(492,034)
Class B ordinary share conversion	4,000,000		400	(4,000,000)		(400)		—		—		—
Balance, September 30, 2025	4,000,000	$	400	2,422,078	$	242	$	—	$	(6,678,035)	$	(6,677,393)


							Additional
	Class A Ordinary Shares			Class B Ordinary Shares			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance, January 1, 2024	—	$	—	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)
Net Income	—		—	—		—		—		870,843		870,843
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(1,341,032)		(1,341,032)
Balance, June 30, 2024	—	$	—	6,422,078		642		—	$	(3,297,475)	$	(3,296,833)
Net Income	—		—	—		—		—		901,986		901,986
Remeasurement of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(1,356,606)		(1,356,606)
Balance, September 30, 2024	—	$	—	6,422,078	$	642	$	—	$	(3,752,095)	$	(3,751,453)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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SPARK I ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)


	For the Nine		For the Nine
	Months Ended		Months Ended
	September 30, 2025		September 30, 2024
Cash Flows from Operating Activities:
Net income	$	429,687	$	2,543,207
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(2,637,524)		(4,023,947)
Changes in operating assets and liabilities:
Prepaid expenses		79,249		31,880
Other assets		—		77,248
Related party payable		—		3,500
Accrued expenses and offering costs		67,842		46,698
Net Cash Used In Operating Activities		(2,060,746)		(1,321,414)
Cash Flows from Investing Activities:
Cash withdrawn from trust account		84,840,616		—
Cash deposited into trust account		(100,652)		—
Net Cash Provided by Investing Activities:		84,739,964		—
Cash Flows from Financing Activities:
Proceeds from Convertible note payable - Sponsor		700,000		—
Proceeds from Note payable - Sponsor		1,700,000		—
Redemptions of Class A ordinary shares		(84,840,616)		—
Net Cash Used In Financing Activities

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