Current Report Filing (8-k)
May 25 2022 - 6:04AM
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
May
24, 2022
Date of Report (Date of earliest event reported)
SPK
Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
|
001-40462 |
|
86-1373795 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
Room 368, 302 Buwei
211 Fute North Road,
China (Shanghai) Pilot Free Trade Zone, 200131 |
|
n/a |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (86) 134-3912-9879
(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 |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act |
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 Unit comprised of one share of Common Stock and one Right |
|
SPKAU |
|
NASDAQ Capital Market |
Common
Stock, par value $0.0001 per share |
|
SPK |
|
NASDAQ Capital Market |
Rights,
each to receive one-tenth of a share of Common Stock |
|
SPKAR |
|
NASDAQ Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
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
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
February 24, 2022, SPK Acquisition Corp. (“SPK” or the “Company”) filed its Form 10-K for the annual
period ending December 31, 2021 (the “10-K”), which included in Note 9 — Revision of Prior Period Financial
Statements (“Note 9”), a discussion of the revision to a portion of the Company’s previously issued financial
statements.
As
described in Note 9, in accordance with Securities and Exchange Commission (the “SEC”) Staff Accounting Bulletin No.
99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements” (the “SEC Bulletins”) the Company identified
errors on the balance sheet as of June 10, 2021 as filed on Form 8-K in connection with the Company’s initial public offering (the
“IPO”).
Management
corrected the error by revising all shares of Common Stock subject to redemption as temporary equity. This resulted in an adjustment
to the initial carrying value of the shares of Common Stock subject to possible redemption with the offset recorded to additional paid-in
capital (to the extent available), accumulated deficit and shares of Common Stock. The Company has corrected such error by adjusting
its balance sheet and classified all public shares of Common Stock as redeemable. These changes were reflected in the Company’s
Annual Report as filed on Form 10-K for the year ended December 31, 2021.
The
Company’s management believes that the Company’s previously issued audited balance sheet as of June 10, 2021, filed as Exhibit
99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2021 should no longer be relied upon. Similarly,
other communications or financial information relating to the audited balance sheet as of June 10, 2021 should no longer be relied upon.
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.
Dated: May 24, 2022
SPK ACQUISITION CORP.
By: |
/s/ Sophie Ye Tao |
|
Name: |
Sophie Ye Tao |
|
Title: |
Chief Executive Officer |
|
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