Workflow
Spark I Acquisition Corporation(SPKLU) - 2023 Q4 - Annual Report
SPKLUSpark I Acquisition Corporation(SPKLU)2024-04-03 21:00

IPO and Fundraising - The company completed its IPO on October 11, 2023, raising a total of 100.5million,witheachunitpricedat100.5 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 100,500,000fromtheIPOandprivateplacementisheldinatrustaccount,whichwillnotbereleaseduntilcertainconditionsaremet[18].−Thecompanyhasraised100,500,000 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 115,000,000throughaforwardpurchaseagreementandadditionalfundsfromPIPEinvestorsifneeded[41].−Thecompanyhastrustfundsavailableforabusinesscombinationinitiallyamountingto115,000,000 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 3,500,000ofdeferredunderwritingfees[41].−Theprivateplacementgeneratedproceedsof3,500,000 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 1billion[23].−ThecompanyhasidentifiedandprioritizedinitialtargetswithintheSparkLabsGroupecosystem,whichincludesover480startups[15][20].−Thecompanyaimstoexecutebindingbusinesscombinationagreementswithfinaltargetsasefficientlyaspossible[27].−Thecompanywillfocusonacquiringbusinesseswithsignificantpotentialforrevenueandearningsgrowththroughorganicinitiativesandsynergisticacquisitions[34].−Thecompanyseekstoidentifycompaniesthathavenotbeenproperlyvaluedbythemarketplacetounlockmisunderstoodvalue[35].−Thecompanyaimstoleverageitsextensivenetworkandexperiencetoidentifyandexecuteabusinesscombinationwithcompaniesthathavestrongcompetitivepositionsanddisruptivebusinessmodels[32].−Thecompanyiscurrentlyinsubstantivediscussionswithmultipleprioritizedtargetsforitsinitialbusinesscombination[27].−Thecompanyhasplaced1 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].−Thecompanyanticipatesliquidatinganddissolvingpromptlyafterredemptioniftheinitialbusinesscombinationisnotcompleted[84].−Theredemptionrightsforshareholdersbecomeirrevocableoncethebusinesscombinationisapproved[84].−Shareholderscanwithdrawredemptionrequestsuptotwobusinessdaysbeforethescheduledvoteonthebusinesscombination[80].ManagementandCompensation−TheCEO′sannualcompensationissetat5,000,001[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 350,000fromOctober1,2022,whiletheCFOandCOOreceive350,000 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].