Spark I Acquisition Corp 8-K

What Happened

• On June 11, 2026, Spark I Acquisition Corp (SPKL) entered into an Agreement and Plan of Merger and Reorganization to combine with ZincFive, Inc. The transaction values ZincFive at an Equity Value of $600,000,000. SPKL will domesticate from a Cayman Islands company to a Delaware corporation and change its name to "ZincFive, Inc." upon closing.
• The Business Combination is expected to close in the second half of 2026, subject to SPKL and ZincFive stockholder approvals, customary closing conditions and the availability of at least $100 million of cash at closing. The Merger Agreement includes governance, equity treatment and customary termination rights (outside date: June 11, 2027).

Key Details

• Equity Value: $600,000,000 used to calculate the exchange ratio for converting ZincFive equity into New ZincFive common stock.
• Series A financing: Institutional investors committed $106.5 million to purchase 10,441,174 shares of 12.0% Series A Cumulative Convertible Preferred Stock (stated value $12.00) plus warrants exercisable at $12.00; Bridge note conversions included for some investors.
• Share treatment and awards: ZincFive common stock, preferred stock, warrants, options and RSUs will be converted or cancelled and exchanged into New ZincFive common stock, warrants, or adjusted awards (options and RSUs will be assumed on adjusted terms).
• Corporate actions & controls: New ZincFive’s initial board will have seven directors (including ZincFive’s CEO); insiders and certain stockholders entered into voting/support agreements and sponsor lock-ups; New ZincFive will file resale registration rights and the Company agreed to timely file a resale registration statement (Resale Registration Statement).

Why It Matters

• For SPKL public investors: The SPAC will become an operating company named ZincFive after domestication and closing. Shareholder approval is required for the domestication and other merger-related proposals before the transaction can close.
• For potential equity holders: The transaction sets a clear valuation ($600M) and includes a $106.5M preferred-stock financing that will affect capitalization, dilution and governance (protective rights and conversion mechanics are specified). Equity awards and warrants will be converted under defined formulas.
• Timing and cash condition: Closing depends on regulatory clearances, shareholder votes and a minimum Available Closing Cash of $100M, so timing and financing updates are material near-term items for investors.

Exhibits referenced in the filing include the Merger Agreement, Sponsor Agreement, Series A SPA and related forms of Certificate of Designation, warrants, registration rights, and a press release and investor presentation.