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

IPO and Fundraising - The company completed its IPO on October 11, 2023, raising a total of $100.5 million from the sale of 10,000,000 units, with each unit priced at $10.05[18]. - A total of $100,500,000 from the IPO and private placement is held in a trust account for the benefit of public shareholders, with specific conditions for release[20]. - A total of $115,000,000 is planned to be raised through a forward purchase agreement and additional funds from PIPE investors if needed[45]. - The company had access to $8,490,535 following the IPO and the sale of Private Warrants to cover potential claims and liquidation costs[102]. - As of December 31, 2024, the company had $375,403 in cash outside its trust account and a working capital deficit of $868,904[128]. - The company has approximately $2,200,000 available outside the trust account to fund working capital requirements until at least July 11, 2025[177]. - The company has $100,500,000 in net proceeds from the IPO, which may only be invested in direct U.S. Treasury obligations with a maturity of 185 days or less or in certain money market funds[187]. Business Combination Plans - The company has signed a non-binding letter of intent for a business combination with Kneron Holding Corporation, a provider of edge AI solutions, and is actively negotiating terms for a binding agreement[17][31]. - The company is targeting late-stage technology startups in Asia or U.S. companies with a strong Asia presence, focusing on those with an enterprise value greater than $1 billion[25]. - The company has identified and prioritized initial targets within the SparkLabs Group ecosystem for potential business combinations[31]. - The company has a strategy to leverage its network and relationships within the SparkLabs Group to source acquisition opportunities[26]. - The company must complete its initial business combination with a fair market value equal to at least 80% of the net assets held in the trust account[36]. - The completion of the business combination with Kneron is subject to due diligence, negotiation of a definitive agreement, and approval from both boards and shareholders[49]. - The company has a letter of intent for a potential initial business combination with Kneron and another company in the hospitality software space, but these are non-binding and may not lead to a successful transaction[146]. Due Diligence and Risk Management - The company will conduct thorough due diligence on prospective target businesses, including financial and operational reviews[34]. - The company intends to conduct extensive due diligence on prospective target businesses, including management meetings and financial reviews[52]. - The management team will assess risks inherent in target businesses, but cannot guarantee all risks will be identified[50]. - The company may not have the resources to diversify operations post-business combination, which could increase risk exposure[56]. - The company may face intense competition from other entities in identifying and acquiring target businesses, which could limit its ability to complete an initial business combination[106]. - The company may face challenges in obtaining additional financing for business combinations or operations, which could lead to restructuring or abandonment of deals[123]. Shareholder Rights and Redemption - A total of 1,788,962 public shares, or 17.89% of the 10,000,000 public shares sold in the IPO, must be voted in favor of the initial business combination for approval[77]. - Shareholder approval may be sought for the initial business combination based on various factors, including potential changes in control or significant share issuance[64]. - The company will not redeem public shares if the total cash consideration required exceeds the available cash, which would prevent the business combination from proceeding[72]. - Shareholders are restricted from redeeming more than 15% of the shares sold in the IPO without prior consent, aimed at preventing a small group from blocking the business combination[80]. - The redemption process will be conducted either through a shareholder meeting or a tender offer, based on various factors including timing and legal requirements[73]. - Shareholders can withdraw their redemption request up to two business days before the scheduled vote on the business combination[88]. - If the initial business combination is not approved, public shareholders who elected to redeem their shares will not receive any funds from the trust account[89]. - Public shareholders may receive $10.05 or less per share upon redemption, and warrants will expire worthless if the company fails to complete the business combination[149]. Regulatory and Compliance Issues - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[108]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements until it meets specific revenue or market value thresholds[115]. - The company must maintain net tangible assets of at least $5,000,001 to avoid being subject to SEC's "penny stock" rules[140]. - The company must maintain a minimum shareholders' equity of $2.5 million and at least 300 public holders to remain listed on Nasdaq[163]. - If Nasdaq delists the company's securities, it could face significant adverse consequences, including reduced liquidity and increased regulatory scrutiny[164]. - The SEC's 2024 SPAC Rules impose additional disclosure requirements and could materially affect the company's ability to complete its initial business combination[203]. Financial Obligations and Liabilities - The company has issued a Note in the principal amount of up to $1,900,000 to the Sponsor, with $840,000 advanced as of December 31, 2024[178]. - The company may need to incur additional expenses for run-off insurance to protect directors and officers from potential liabilities arising from pre-combination conduct[175]. - The company’s obligation to indemnify its officers and directors may discourage shareholders from bringing lawsuits against them for breaches of fiduciary duty[186]. - If third parties bring claims against the company, the proceeds held in the trust account could be reduced, potentially lowering the per-share redemption amount for shareholders[182]. - If the trust account is reduced below $10.05 per public share due to creditor claims, the actual redemption amount may be less than anticipated[101]. - The company may face claims of punitive damages if it distributes proceeds from the trust account to shareholders before addressing creditor claims in the event of bankruptcy[188]. Management and Governance - The company has a conflict of interest policy in place to manage potential conflicts arising from its management team and board of directors[30]. - The company has three executive officers with annual compensation of $350,000 for the CEO, $180,000 for the COO, and $25,000 for the CFO, along with $75,000 for each independent director[107]. - The company has agreed to waive redemption rights for founder shares and public shares held by management in connection with the business combination[77]. - Holders of Class A ordinary shares will not have voting rights on director elections prior to the initial business combination[210]. - The company is not currently registering Class A ordinary shares issuable upon exercise of the warrants, which may lead to warrants expiring worthless if not registered[211]. Operational Challenges - The company has no operating history and no revenues, making it difficult for investors to evaluate its ability to achieve business objectives[121]. - The company may not be able to acquire target businesses that do not meet financial statement requirements, potentially limiting acquisition opportunities[111]. - The company may depend on loans from the Sponsor or its affiliates to fund operations if net proceeds from the IPO and Private Warrants are insufficient[176]. - The company may face increased costs and decreased availability of directors and officers liability insurance, which could complicate negotiations for an initial business combination[171]. - The company may liquidate securities in the trust account to mitigate the risk of being deemed an investment company, which would reduce the amount available for public shareholders upon redemption[198]. - The company may incur additional regulatory burdens and expenses if deemed subject to the Investment Company Act, potentially hindering its business combination efforts[197].

Financial Performance - The company reported a net income of $901,986 for the three months ended September 30, 2024, with interest income from investments in the Trust Account amounting to $1,356,606[101]. - For the nine months ended September 30, 2024, the company achieved a net income of $2,543,207, driven by interest income of $4,023,947 from the Trust Account[103]. - The company incurred a net loss of $448,131 for the three months ended September 30, 2023, with total operating expenses of $373,416[104]. Trust Account and Capital Structure - As of September 30, 2024, the company had $105,701,457 in the Trust Account and a working capital deficit of $251,453[108]. - The company completed its Initial Public Offering on October 11, 2023, raising net proceeds of $100,500,000, which are held in a trust account[107]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[113]. Business Operations and Future Plans - The company has no revenues to date and does not expect to generate operating revenues until after completing its initial Business Combination[100]. - The company has engaged in substantive discussions with multiple prioritized targets for its initial Business Combination[98]. - The company plans to utilize cash from its Initial Public Offering and private placement warrants for its initial Business Combination[99]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern for the next twelve months[112].

Financial Performance - As of June 30, 2024, the company reported a net income of $870,843 for the three months ended June 30, 2024, with interest income from investments in the Trust Account amounting to $1,341,032[88]. - For the six months ended June 30, 2024, the company had a net income of $1,641,221, driven by interest income of $2,667,341 from the Trust Account[90]. - The company incurred operating expenses of $138,726 for the three months ended June 30, 2024, and $373,443 for the six months ended June 30, 2024[88][90]. Trust Account and IPO - The company completed its Initial Public Offering on October 11, 2023, raising net proceeds of $100,500,000, which are held in a Trust Account[93]. - As of June 30, 2024, the company had $104,344,851 in the Trust Account and $471,210 in its operating bank account[94]. Business Operations - The company has generated no operating revenues to date and does not expect to do so until after completing its initial Business Combination[85]. - The company is currently in discussions with multiple prioritized targets for its initial Business Combination[85]. Financial Obligations and Concerns - The company has a contractual obligation to pay $77,500 per month to its management team until the completion of the Business Combination[98]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[97]. - Management has raised substantial doubt about the company's ability to continue as a going concern for the next twelve months from the issuance of the financial statements[96].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $770,378, which includes interest income of $1,326,309 from investments held in the Trust Account[111]. - The company incurred operating expenses of $234,717 and related party administration and consulting fees of $321,215 during the three months ended March 31, 2024[111]. Revenue Generation - The company has generated no revenues to date and does not expect to generate operating revenues until after the completion of its initial Business Combination[108]. Liquidity and Capital Resources - As of March 31, 2024, the company had $932,714 in its operating bank account and $103,003,819 in the Trust Account, with a working capital of $621,857[115]. - The company may not have sufficient liquidity to fund its working capital needs for the next twelve months, raising substantial doubt about its ability to continue as a going concern[117]. Initial Public Offering - The company completed its Initial Public Offering on October 11, 2023, raising total proceeds of $100,500,000, which includes $3,500,000 of the underwriters' deferred discount[114]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024[118]. - The company has a contractual obligation to pay an aggregate of $77,500 per month to its management team until the completion of the Business Combination[121]. - The company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[120]. Business Combination - The company has identified multiple prioritized targets for its initial Business Combination and is in substantive discussions with them[108].

IPO and Financing - The company completed its IPO on October 11, 2023, issuing 10,000,000 units at $10.05 per unit, raising a total of $100,500,000[21][23]. - The private placement generated proceeds of $8,490,535 from the sale of 8,490,535 private warrants, which are identical to public warrants[22]. - The company plans to raise a total of $115,000,000 through a forward purchase agreement and additional funds from PIPE investors if needed[42]. - The company has trust funds available for a business combination initially amounting to $97,000,000, after deducting $3,500,000 of deferred underwriting fees[42]. - The trust account will not release funds until the completion of the initial business combination or by July 11, 2025, if not completed[23]. - The trust account holds $100,500,000, which may only be invested in direct U.S. Treasury obligations with a maturity of 185 days or less or in certain money market funds[148]. - The company had access to $8,490,535 following the IPO and the sale of Private Warrants to cover potential claims and liquidation costs[88]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available from the trust account[46]. - The company may need to raise additional third-party financing, which could involve dilutive equity issuances or incurring higher levels of debt[115]. - If the company requires additional capital, it may need to borrow from its Sponsor or affiliates, with no obligation for them to provide funds[141]. Business Combination Strategy - The company is focusing on late-stage technology startups in Asia or U.S. technology companies with a strong Asia presence, targeting those with an enterprise value greater than $1 billion[28]. - The company is currently in substantive discussions with multiple prioritized targets for its initial business combination[32]. - The company aims to leverage its extensive network and experience to identify and execute a business combination with companies that have strong competitive positions and growth potential[27][37]. - The company is particularly interested in companies that have experienced positive performance due to disruptive strategies and changes in consumer behavior[28]. - The company will conduct thorough due diligence on prospective target businesses, including financial and operational reviews[35]. - The company may pursue business combinations outside of its management's area of expertise, which could hinder the evaluation of significant risk factors[173]. - The company has identified general criteria for evaluating target businesses, but may enter into combinations with targets that do not meet these criteria, potentially affecting success[174]. - The company is not required to obtain an independent valuation opinion for its business combination, relying instead on the judgment of its board of directors[175]. - The company may engage in business combinations with targets affiliated with its Sponsor or management, raising potential conflicts of interest[200]. Shareholder Rights and Redemption - Shareholder approval may be required for the initial business combination, depending on various factors including the percentage of shares issued[55]. - The company may conduct redemptions without a shareholder vote under certain conditions, but will seek approval if required by law[54]. - A public shareholder can redeem up to 15% of the shares sold in the IPO without prior consent, which is aimed at preventing large block accumulations[69]. - The company will not proceed with redemptions if the business combination does not close, ensuring that all submitted shares for redemption will be returned[61]. - If shareholder approval is sought, a majority of the ordinary shares must vote in favor of the business combination for it to be approved[66]. - The redemption process will be conducted either through a shareholder meeting or a tender offer, based on the company's discretion[64]. - The company will disclose any purchases of shares outside the redemption process in a Form 8-K prior to the security holder meeting[62]. - Shareholders must tender their shares electronically or physically to exercise their redemption rights, with a deadline set prior to the vote on the business combination[72]. - The company will not redeem shares if it would cause net tangible assets to fall below $5,000,001, avoiding SEC's "penny stock" rules[63]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules, and cannot complete the business combination until this period expires[68]. Risks and Challenges - The company may face intense competition from other entities in identifying and acquiring target businesses, which may limit its ability to pursue larger acquisitions[91]. - The ongoing instability in global markets and concerns over inflation and recession could further complicate the company's business combination efforts[119]. - Market volatility and geopolitical conditions, including the conflict between Russia and Ukraine and tensions in the Middle East, have adversely affected the company's search for a business combination[118]. - The company may face challenges in conducting due diligence on potential targets due to time constraints as the dissolution deadline approaches[117]. - If the company fails to complete an initial business combination, public shareholders may suffer material losses and may not receive their pro rata share of funds in the trust account until liquidation[116]. - The company may not have sufficient funds to satisfy indemnification claims, which could further reduce the trust account available for public shareholders[145]. - The company may incur substantial debt to complete an initial business combination, which could adversely affect leverage and financial condition[205]. - The company may face increased vulnerability to adverse economic and regulatory changes due to its reliance on a single business or limited product offerings[208]. Management and Governance - The management team and board of directors have potential conflicts of interest due to their affiliations but believe these will not significantly impact the search for acquisition targets[34]. - The company’s management team has agreed to waive their rights to liquidating distributions from the trust account for founder shares if the initial business combination is not completed by the deadline[80]. - The company is dependent on a small group of executive officers and directors, and their loss could adversely affect operations[185]. - The unexpected loss of key personnel could have a detrimental effect on the company's ability to operate effectively[186]. - The company’s ability to successfully complete its initial business combination is heavily reliant on the efforts of key personnel, whose loss could negatively impact operations and profitability[187]. - Key personnel may negotiate employment or consulting agreements that could create conflicts of interest regarding the most advantageous business combination[189]. - The company’s executive officers and directors may have conflicts of interest due to their commitments to other businesses, potentially affecting the completion of the initial business combination[193]. - The independent directors may choose not to enforce indemnification obligations, which could further impact the funds available for distribution to public shareholders[146]. Regulatory and Compliance - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including not being required to comply with auditor attestation requirements[98]. - The company is subject to the rules and regulations of the Exchange Act after filing a Registration Statement on Form 8-A with the SEC[96]. - The SEC issued final rules on January 24, 2024, regarding special purpose acquisition companies, which may lead to increased compliance costs and uncertainty[158]. - If the company is deemed an investment company under the Investment Company Act, it may face additional regulatory burdens and expenses, hindering its ability to complete a business combination[153]. - The company plans to liquidate securities in the trust account and hold funds in cash to mitigate the risk of being deemed an investment company, which could reduce the amount available for public shareholders[155]. Miscellaneous - The company does not plan to buy unrelated businesses or assets, focusing instead on completing a business combination[152]. - The company may reincorporate in another jurisdiction in connection with its initial business combination, which could impose taxes on shareholders[183]. - The company may issue additional shares that could dilute existing shareholders' interests, particularly if anti-dilution provisions are triggered[180]. - The company may only complete one business combination with the proceeds of the IPO and the sale of Private Warrants, leading to a lack of diversification and potential negative impacts on operations and profitability[206]. - The company may face increased costs and decreased availability of directors and officers liability insurance may hinder the company's ability to negotiate initial business combinations[138].

Financial Performance - The company reported a net loss of $448,131 for the three months ended September 30, 2023, compared to a net loss of $277,169 for the same period in 2022, reflecting an increase of 62% in losses year-over-year [103]. - For the nine months ended September 30, 2023, the company had a net loss of $1,244,541, up from $892,158 in the same period in 2022, indicating a year-over-year increase of 39% [103]. - The company has not generated any revenues to date and does not expect to do so until after the completion of its Business Combination [102]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on October 11, 2023, raising gross proceeds of $100,000,000 from the sale of 10,000,000 Units at $10.00 per Unit [106]. - In conjunction with the IPO, the company sold 8,490,535 Private Placement Warrants at $1.00 each, generating additional gross proceeds of $8,490,535 [106]. - A total of $100,500,000 was placed in the Trust Account following the IPO and private placements, with an offering cost of $6,590,678 incurred [107]. - The underwriters are entitled to a deferred underwriting commission of 3.5% per unit, totaling $3,500,000, contingent upon the completion of the initial Business Combination [117]. Use of Funds - The company plans to use substantially all funds in the Trust Account to complete its initial Business Combination, with remaining proceeds allocated for working capital and growth strategies [108]. Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2023, and incurs a monthly fee of $69,167 to its management team [116][113]. - The company may need to raise additional capital to finance transaction costs or working capital deficits, which could impact its ability to continue as a going concern [112].