Table of Contents 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, 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 (S ...

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]. - The company has generated proceeds of $8,490,535 from a private placement of warrants, which are identical in terms to the public warrants[19]. - 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 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. technology 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 aims to complete its initial business combination with a target that has a fair market value equal to at least 80% of the net assets held in the trust account[36]. - The company intends to acquire businesses with strong operating and financial results that can generate consistent cash flow[1]. Due Diligence and Evaluation - The company will conduct thorough due diligence on prospective target businesses, including financial and operational reviews[34]. - The company aims to identify and unlock unrecognized value in target businesses that are not properly valued by the market[1]. - The company must provide audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials[109]. Shareholder Rights and Redemption - Public shareholders can redeem their Class A ordinary shares for cash upon completion of the initial business combination, subject to certain conditions[71]. - The company will not redeem public shares if the business combination does not close, even if a shareholder has elected to redeem[71]. - The trust account initially holds $10.05 per public share, which will be distributed to investors who properly redeem their shares[71]. - 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]. - Shareholders are restricted from redeeming more than 15% of the shares sold in the IPO without prior consent, to prevent blocking the business combination[80]. Financial and Operational Risks - The company generated no revenues to date and does not expect to generate operating revenues until the completion of its initial business combination[16]. - The company may need additional financing to complete its initial business combination if cash from the trust account is insufficient[51]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not receive any funds from the trust account[89]. - The per-share redemption amount upon liquidation is expected to be $10.05, but this amount may be reduced due to creditor claims[96]. - The company may face intense competition from other entities with similar business objectives, which could limit its ability to acquire larger target businesses[106]. Regulatory Compliance and Reporting - The company is subject to reporting obligations under the Exchange Act, including the requirement to file annual, quarterly, and current reports with the SEC[108]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[115]. - The company must maintain net tangible assets of at least $5,000,001 to avoid SEC "penny stock" rules, affecting redemption amounts[140]. - The company is subject to regulatory compliance that may increase costs and complicate the completion of its initial business combination[202]. Management and Governance - The management team is experienced and capable of supplementing existing management in target companies[1]. - The Chief Executive Officer receives an annual salary of $350,000, while the Chief Financial Officer and Chief Operating Officer earn $25,000 and $180,000 respectively[107]. - The company has agreed to indemnify its officers and directors, which may discourage shareholders from bringing lawsuits against them for breaches of fiduciary duty[186]. Timeline and Deadlines - The company has until July 11, 2025, to complete an initial business combination, or it will cease operations and redeem public shares at a per-share price based on the trust account balance[92]. - If the initial business combination is not completed by July 11, 2025, public shareholders may only receive an estimated $10.05 per share upon redemption[178]. - The company has no approved plan to extend the business combination deadline beyond July 11, 2025, raising concerns about its ability to continue as a going concern[128]. Potential Conflicts and Challenges - The company may engage in business combinations with target businesses that have relationships with its Sponsor or management, raising potential conflicts of interest[123]. - The company may face challenges in negotiating business combinations due to the requirement to complete a transaction by July 11, 2025, which may limit due diligence time[143]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for a business combination, limiting potential targets[140]. Market Conditions and External Factors - Market volatility and geopolitical conditions, including tensions in Ukraine and China, may adversely affect the company's search for a business combination[144]. - 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].

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 Outlook - The company has no revenues to date and does not expect to generate operating revenues until after completing its initial business combination[98]. - The company has engaged in substantive discussions with multiple prioritized targets for its initial business combination[98]. - The company has a contractual obligation to pay $77,500 per month to its management team until the completion of the business combination[114]. - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern for the next twelve months[112].

Financial Performance - The company reported a net income of $870,843 for the three months ended June 30, 2024, compared to a net loss of $443,054 for the same period in 2023[101][104]. - For the six months ended June 30, 2024, the company achieved a net income of $1,641,221, an improvement from a net loss of $796,410 in the same period of 2023[103][104]. - 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[101][103]. Liquidity and Financial Position - As of June 30, 2024, the company had $104,344,851 in the Trust Account, which is designated for future business combinations[108]. - The company has a liquidity condition that raises substantial doubt about its ability to continue as a going concern for the next twelve months[112]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[113][114]. Initial Public Offering and Future Plans - The company completed its Initial Public Offering on October 11, 2023, raising net proceeds of $100,500,000, which includes $3,500,000 of the underwriters' deferred discount[105][107]. - The company intends to utilize cash from its Initial Public Offering and private placement warrants to effect its initial business combination[99]. - The company is currently in discussions with multiple prioritized targets for its initial business combination[98]. Revenue Generation - The company has no revenues generated to date and does not expect to generate operating revenues until after completing its initial business combination[98][100].

Financial Performance - The company generated a net income of $770,378 for the three months ended March 31, 2024, with operating expenses of $234,717 and interest income of $1,326,309 from investments held in the Trust Account[103]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial Business Combination[100]. - The company has generated non-operating income primarily from interest on marketable securities held in its Trust Account[102]. Liquidity and Capital Structure - As of March 31, 2024, the company had $932,714 in its operating bank account and $103,003,819 in the Trust Account, resulting in a working capital of $621,857[108]. - The company has significant liquidity concerns, raising doubts about its ability to continue as a going concern for the next twelve months[110]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024[111]. Initial Public Offering and Business Combination - 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[107]. - The company intends to utilize cash from its Initial Public Offering and private placement warrants to finance its initial Business Combination[101]. - The company has engaged in substantive discussions with multiple prioritized targets for its initial Business Combination and aims to execute binding agreements efficiently[100]. Management and Fees - The company incurred management fees of $77,500 per month starting May 1, 2021, which will continue until the completion of the Business Combination or liquidation[113].

IPO and Fundraising - The company completed its IPO on October 11, 2023, raising a total of $100.5 million, with each unit priced at $10.05[16]. - The IPO consisted of 10,000,000 units, each unit comprising one Class A ordinary share and one-half of a redeemable warrant[16]. - A total of $100,500,000 from the IPO and private placement is held in a trust account, which will not be released until certain conditions are met[18]. - The company has raised $8,490,535 from a private placement of warrants, which are identical in terms to the public warrants[17]. - The company plans to raise a total of $115,000,000 through a forward purchase agreement and additional funds from PIPE investors if needed[41]. - 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[41]. - The private placement generated proceeds of $8,490,535 from the sale of 8,490,535 private warrants, which are identical to public warrants but have transfer restrictions[17]. Business Strategy and Target Acquisition - The company is focusing on acquiring 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[23]. - The company has identified and prioritized initial targets within the SparkLabs Group ecosystem, which includes over 480 startups[15][20]. - The company aims to execute binding business combination agreements with final targets as efficiently as possible[27]. - The company will focus on acquiring businesses with significant potential for revenue and earnings growth through organic initiatives and synergistic acquisitions[34]. - The company seeks to identify companies that have not been properly valued by the marketplace to unlock misunderstood value[35]. - 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 disruptive business models[32]. - The company is currently in substantive discussions with multiple prioritized targets for its initial business combination[27]. - The company has placed $100,500,000 in a trust account for the benefit of public shareholders, which will not be released until certain conditions are met[18]. Due Diligence and Risk Management - The company intends to evaluate target businesses through extensive due diligence, including meetings with management and document reviews[47]. - The company recognizes the risk of depending on the future performance of a single business after the initial business combination[49]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available from the trust account[45]. - The company may face risks associated with a lack of diversification, as success may depend entirely on the performance of a single business post-combination[49]. - The company is committed to conducting thorough due diligence on prospective target businesses, including financial and operational reviews[31]. Shareholder Rights and Redemption - A minimum 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[70]. - The company will not redeem public shares if the total cash consideration required exceeds the available cash, which could prevent the business combination from being completed[66]. - The company will provide public shareholders with the opportunity to redeem shares either through a shareholder meeting or a tender offer[67]. - Public shareholders are restricted from redeeming more than 15% of the shares sold in the IPO without prior consent, aimed at preventing large block accumulations[74]. - The company will conduct redemptions pursuant to the tender offer rules, remaining open for at least 20 business days[73]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001[86]. - The company anticipates liquidating and dissolving promptly after redemption if the initial business combination is not completed[84]. - The redemption rights for shareholders become irrevocable once the business combination is approved[84]. - Shareholders can withdraw redemption requests up to two business days before the scheduled vote on the business combination[80]. Management and Compensation - The CEO's annual compensation is set at $250,000, increasing to $350,000 from October 1, 2022, while the CFO and COO receive $25,000 and $180,000 per annum, respectively[98]. - The company’s management team has waived their rights to liquidating distributions from the trust account concerning founder shares if the business combination is not completed by the deadline[85]. Regulatory Compliance and Reporting - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[105]. - The company has registered its securities under the Exchange Act and is subject to periodic reporting obligations, including filing annual and quarterly reports with the SEC[100]. - The company expects to evaluate its internal control procedures for the fiscal year ending December 31, 2024, as required by the Sarbanes-Oxley Act[102]. - The company has applied for a tax exemption from the Government of the Cayman Islands, which, if granted, will exempt it from certain taxes for a period of 30 years[104]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations until certain market value or revenue thresholds are met[109]. Competition and Market Conditions - The company faces intense competition from other entities, including blank check companies and private equity groups, which may limit its ability to acquire larger target businesses due to financial resource constraints[97]. - The company may face limitations in acquiring target businesses due to the requirement for audited financial statements in accordance with GAAP or IFRS[101].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $448,131, compared to a net loss of $277,169 for the same period in 2022, reflecting an increase of 62% in losses year-over-year [89]. - 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 39.5% [89]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its Business Combination [88]. 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 [91]. - 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 [91]. - After the IPO and private placements, a total of $100,500,000 was placed in the Trust Account, with offering costs amounting to $6,590,678 [92]. Use of Funds - The company intends 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 [93]. - The company may need to raise additional capital to finance transaction costs or working capital deficits related to its initial Business Combination [97]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2023, and has a monthly obligation of $69,167 to its management team [100][98]. Acquisition and Compliance Costs - The company incurred significant costs related to its acquisition plans and public company compliance, with no assurance of successful completion of its Business Combination [87].