10-Q/A: Spark I Acquisition Corp. Files Amended 10-Q After Typographical Error
Quarterly Report
Spark I Acquisition Corporation has filed an amended 10-Q report to correct a typographical error in the certifications, with no other changes to the original filing.
Summary
- Spark I Acquisition Corporation filed an amended 10-Q report for the quarter ended September 30, 2023, to correct a typographical error in the certifications.
- The original filing was made on November 15, 2023, and this amendment does not change any other information in the original report.
- The company is a blank check company formed for the purpose of a business combination.
- As of September 30, 2023, the company had not commenced any operations and had a working capital deficit of $4,006,620.
- The company completed its Initial Public Offering (IPO) on October 11, 2023, raising $100,000,000 through the sale of 10,000,000 units at $10.00 per unit.
- The company also sold 8,490,535 private placement warrants for $1.00 each, generating $8,490,535.
- A total of $100,500,000 was placed in a trust account following the IPO.
- The company incurred offering costs of $6,590,678, including underwriting fees of $2,000,000 and deferred underwriting fees of $3,500,000.
- The company reported a net loss of $1,244,541 for the nine months ended September 30, 2023.
- The company's management believes it has sufficient working capital to meet its needs through the earlier of a business combination or one year from the filing.
Sentiment
Score: 6
Explanation: The sentiment is neutral to slightly positive. The company has successfully completed its IPO and has funds in trust, but it is still early stage with no operating revenue and a net loss. There are also risks associated with the company's structure and the need to complete a business combination.
Positives
- The company successfully completed its IPO, raising $100,000,000.
- The company has $100,500,000 in a trust account to fund a business combination.
- Management believes the company has sufficient working capital to meet its needs for the next year.
Negatives
- The company reported a net loss of $1,244,541 for the nine months ended September 30, 2023.
- The company had a working capital deficit of $4,006,620 as of September 30, 2023.
- The company is an early-stage company with no operating revenues.
- The company is reliant on the Sponsor for loans and administrative services.
Risks
- The company is a blank check company and may not be able to complete a business combination.
- The company's ability to consummate a business combination may be affected by global conflicts.
- The company may need to raise additional capital to complete a business combination.
- The company's financial statements do not include any adjustments that might result from the outcome of the uncertainty of global conflicts.
- The company's Sponsor has limited assets and may not be able to satisfy its indemnity obligations.
Future Outlook
The company intends to use the funds held in the trust account to complete a business combination within 21 months of the IPO. If a business combination is not completed within this timeframe, the company will liquidate and distribute the funds to shareholders.
Management Comments
- The company's management believes it has sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.
- Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.
Industry Context
This is a typical filing for a Special Purpose Acquisition Company (SPAC) after its IPO. The company is seeking a business combination and has a limited timeframe to complete it.
Comparison to Industry Standards
- The financial metrics are typical for a SPAC at this stage, with a focus on the trust account balance and operating expenses.
- The company's structure, with founder shares, private placement warrants, and a trust account, is standard for SPACs.
- The 21-month timeframe to complete a business combination is also typical for SPACs.
- The company's reliance on the Sponsor for loans and administrative services is common in the SPAC structure.
- Comparable companies include other SPACs that have recently completed their IPOs, such as those listed on the Nasdaq.
Related Party Transactions
- The Sponsor received 6,870,130 Class B ordinary shares in exchange for $25,000 of offering costs.
- The Sponsor transferred 850,000 Class B ordinary shares to certain officers and directors.
- The company has agreed to pay the Sponsor $300,000 for office space, utilities, and administrative support.
- The company paid the Sponsor $100,000 for management services for the year ended December 31, 2023.
- The company paid the Sponsor $40,000 for consulting services for the three and nine months ended September 30, 2023.
- The Sponsor issued unsecured promissory notes to the company for up to $3,750,000.
- The Sponsor or an affiliate may provide working capital loans to the company.
Stakeholder Impact
- Shareholders are subject to the risk of the company not completing a business combination and the potential loss of their investment.
- Employees are limited to the management team and are paid a monthly fee.
- Customers and suppliers are not yet relevant as the company has not commenced operations.
- Creditors are limited to the Sponsor and potential working capital loan providers.
Next Steps
- The company will continue to seek a business combination.
- The company will use the funds held outside the trust account to identify and evaluate target businesses.
- The company will need to complete a business combination within 21 months of the IPO.
Key Dates
| Date | Description |
|---|---|
| 2021-07-12 | Company was incorporated in the Cayman Islands. |
| 2021-12-08 | Sponsor received 6,870,130 Class B ordinary shares. |
| 2022-04-01 | Sponsor transferred 850,000 Class B ordinary shares to officers and directors. |
| 2023-09-29 | Registration statement for the company's IPO was declared effective. |
| 2023-09-30 | End of the reporting period for the 10-Q/A. |
| 2023-10-10 | Underwriter informed the company it would not exercise the over-allotment option. |
| 2023-10-11 | Company consummated its IPO and private placement. |
| 2023-11-13 | Date of the financial statements issuance. |
| 2023-11-15 | Original 10-Q filing date. |
| 2024-04-03 | Date of the amended 10-Q/A filing. |
Keywords
SPAC, IPO, business combination, warrants, trust account, blank check company, financial statements, capital raise, SPKL, SPKLU, SPKLW
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