false 0001884046 0001884046 2026-09-30 2026-09-30 0001884046 SPKLU:UnitseachconsistingofoneClassAordinaryshare0.0001parvalueandonehalfofoneredeemablewarrantMember 2026-09-30 2026-09-30 0001884046 us-gaap:CommonClassAMember 2026-09-30 2026-09-30 0001884046 SPKLU:RedeemablewarrantseachwarrantexercisableforoneClassAordinaryshareeachatanexercisepriceof11.50pershareMember 2026-09-30 2026-09-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date
of earliest event reported): September 30, 2026 SPARK
I ACQUISITION CORPORATION (Exact name of registrant
as specified in its Articles) Cayman
    Islands 001-41825 87-1738866 (State or other jurisdiction of incorporation) (Commission File Number) (IRS. Employer Identification No.) 3790 El Camino Real , Unit #570 Palo Alto , CA 94306 (Address of principal
executive offices, including zip code) Registrant’s telephone
number, including area code: ( 650 ) 353-7082 Not
Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under
    the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under
    the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
    the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
    the Exchange Act (17 CFR 240.13e-4(c)) 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 Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share SPKLW The Nasdaq Stock Market
    LLC Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth
company x 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. ¨ Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing. On
September 30, 2026, Spark I Acquisition Corporation (the “Company” or “Spark I”) received a written notice (the
“Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that the Company’s
securities will be delisted from Nasdaq by reason of the failure of the Company to complete its initial business combination by September
29, 2026 (or 36 months from the effectiveness of its IPO registration statement) as required by Nasdaq Interpretive Material IM-5101-2
(“IM-5101-2”). Accordingly, trading in the Company’s Class A ordinary shares, units and warrants will be suspended from
trading at the opening of business on October 7, 2026, and a Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission
(“SEC”), which will remove the Company’s securities from listing and registration on Nasdaq. After
delisting from Nasdaq, the Company expects that its Class A ordinary shares, units and warrants will be quoted on the Pink Limited Market
operated on The OTC Market systems (“OTC Market”) under the symbols “SPKL,” “SPKLU” and “SPKLW,”
respectively. There is no guarantee, however, that a broker will continue to make a market in the Company’s securities or that trading
thereof will continue on the OTC Market or otherwise. Notwithstanding
the delisting of the Company’s securities from Nasdaq, it remains the intention of the Company to complete its previously announced
business combination (the “Transaction” or the “Business Combination”) with ZincFive, Inc. (“ZincFive”)
as well as the listing of its Class A ordinary shares and warrants on Nasdaq or another national securities exchange in connection therewith
as soon as practicable. However, there can be no assurance that an initial business combination will ultimately be successful or that
the Company’s securities will ultimately be listed on Nasdaq in connection therewith. Forward-Looking Statements This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words
such as “plan,” “will,” “expect,” “believe,” “continue,” “potential,”
“proposed” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. ZincFive and Spark I have based these forward-looking statements on current expectations and projections about future events.
These statements include the terms and expected timing for the consummation of the proposed Transaction. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance,
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ
from assumptions, many of which are beyond the control of ZincFive and Spark I. These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions that may cause ZincFive’s or Spark I’s actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed
or implied by such statements. Such risks and uncertainties include: ZincFive’s ability to grow its business and expand operations,
attract and maintain relationships with customers and suppliers and retain its management and key employees; the failure of ZincFive’s
products to perform as expected; the availability of raw materials and components necessary to manufacture and assemble ZincFive’s
products; governmental actions affecting ZincFive’s international operations; ZincFive’s ability to increase manufacturing
capacity and to forecast related costs and efficiencies accurately; ZincFive’s competitive landscape; the potential need for additional
future financing; ZincFive’s reliance on strategic partners, contract manufacturing organizations and other third parties; ZincFive’s
ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity
incidents and related regulations; the evolution of the data center industry, including the use and rate of adoption of artificial intelligence
and machine learning; uncertainty or changes with respect to laws and regulations; risks related to geopolitical conflict, including supply
chain disruptions; uncertainty or changes with respect to taxes, tariffs, trade conditions and the macroeconomic environment; the combined
company’s ability to maintain internal control over financial reporting and operate as a public company; the possibility that required
regulatory approvals for the proposed Transaction are delayed or are not obtained, which could adversely affect the combined company or
the expected benefits of the proposed Transaction; the risk that shareholders of Spark I could elect to have their shares redeemed, leaving
the combined company with insufficient cash to execute its business plans; the occurrence of any event, change or other circumstance that
could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations
that may be commenced against ZincFive or Spark I; failure to realize the anticipated benefits of the proposed Transaction; the ability
of Spark I or the combined company to issue equity or equity-linked securities in connection with the proposed Transaction or in the future;
and other factors described in Spark I’s filings with the SEC. Additional information concerning these and other factors that may
impact such forward-looking statements can be found in filings and potential filings with the SEC by ZincFive, Spark I or the combined
company resulting from the proposed Transaction, including under the heading “Risk Factors.” If any of these risks materialize
or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In
addition, these statements reflect the expectations, plans and forecasts of ZincFive’s and Spark I’s management as of the
date of this Current Report on Form 8-K; subsequent events and developments may cause their assessments to change. While ZincFive and
Spark I may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to
do so except as required by law. Accordingly, undue reliance should not be placed upon these statements. In addition, statements that “we believe”
and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available
to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information
may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to
unduly rely upon these statements. An investment in Spark I is not an investment in any of its founders’ or sponsors’ past
investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of Spark
I, which may differ materially from the performance of its founders’ or sponsors’ past investments. Additional Information and Where to Find It In connection with the Business Combination, ZincFive
and Spark I have filed a registration statement on Form S-4 with the SEC on September 30, 2026 (File No. 333-299215) (the “Registration
Statement”), which includes a preliminary proxy statement and prospectus of Spark I relating to the offer of the securities to be
issued to Spark I’s and ZincFive’s shareholders in connection with the completion of the Business Combination (the “Proxy
Statement/Prospectus”). The Registration Statement has not yet been declared effective, and the information in the Proxy Statement/Prospectus
is not complete and may change. After the Registration Statement has been declared effective, a definitive proxy statement and other relevant
documents will be mailed to shareholders of Spark I as of a record date to be established for voting on the Business Combination and other
matters as described in the Proxy Statement/Prospectus. ZincFive and Spark I will also file other documents regarding the Business Combination
with the SEC. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the proposed
Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Transaction. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF SPARK I AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO, AND, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH SPARK I’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING
OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SPARK I, ZINCFIVE AND THE BUSINESS COMBINATION. Investors and security holders
will be able to obtain free copies of the Registration Statement, the definitive Proxy Statement/Prospectus once available, and all other
relevant documents filed or that will be filed with the SEC through the website maintained by the SEC at www.sec.gov . The documents
filed by Spark I with the SEC also may be obtained free of charge upon written request to Spark I at 3790 El Camino Real, Unit #570,
Palo Alto, CA 94306 or by telephone at (650) 353-7082. Participants in the Solicitation ZincFive, Spark I and their respective directors
and executive officers may be deemed under SEC Rules to be participants in the solicitation of proxies from Spark I’s shareholders
in connection with the proposed Business Combination. Information about Spark I’s directors and executive officers and their interests
in Spark I can be found in the sections entitled “Management—Conflicts of Interest,” “Principal Shareholders,”
and “Certain Relationships and Related Party Transactions” of Spark I’s IPO prospectus, which was filed with the SEC
and is available free of charge on the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants
is contained in the Registration Statement. A list of the names of the directors, executive
officers, and certain other members of management of ZincFive, as well as information regarding their interests in the Business Combination,
is contained in the Registration Statement filed with the SEC. Additional information regarding the interests of such potential participants
in the solicitation process may also be included in other relevant documents when they are filed with the SEC. No Offer or Solicitation This Current Report on Form 8-K does not constitute
an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. This Current Report on Form 8-K is not, and under no circumstances is to be construed
as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPARK I ACQUISITION CORPORATION By: /s/ James Rhee Name: James Rhee Title: Chief Executive Officer Date: October 2, 2026

Spark I Acquisition Corporation failed to complete its initial business combination by the September 29, 2026 deadline required by Nasdaq rules, resulting in delisting from Nasdaq effective October 7, 2026. The company's securities will move to the OTC Pink Limited Market, creating significant liquidity and trading risks for investors.

On September 30, 2026, Spark I Acquisition Corporation announced a change as it did not meet the continued listing requirements for The Nasdaq Stock Market, which could lead to potential delisting of its securities. The notice suggests that the company failed to satisfy a key standard or rule associated with maintaining its listing, highlighting a significant issue in its governance and operational status. Key parties involved include Spark I Acquisition Corporation and The Nasdaq Stock Market, with implications for the company's future trading status. They now face the potential for delisting unless they can rectify the situation swiftly.

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SPARK I ACQUISITION CORPORATION

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