SPK Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September
13, 2022 (
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 1.01 Entry into a Material Definitive Agreement
As approved by its stockholders at the special meeting of Stockholders held on September 9, 2022 (the “Special Meeting”), SPK Acquisition Corp. (the “Company” or “SPK”) entered into an amendment to the amended and restated investment management trust agreement dated as of June 3, 2022, with Continental Stock Transfer & Trust Company, on September 9, 2022 (the “Trust Amendment”). Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination six (6) times for an additional one (1) month each time, from September 10, 2022, to March 10, 2023, by depositing $50,000 to the Company’s trust account for each one-month extension (each an “Extension”).
On September 8, 2022, the Company entered into a subscription agreement with Varian Biopharmaceuticals, Inc., (“Varian”) and Alpha Capital Anstalt (“Alpha”), whereby SPK shall issue a $50,000 unsecured promissory note (an “Extension Note”), to each of Alpha and Varian, to fund the first and second month Extensions (the “Subscription Agreement”). Each Extension Note bears interest at the rate of 5% per annum, and both Extension Notes will be repaid upon the consummation of a business combination by the Company. The Subscription Agreement provided that Alpha would purchase the first Extension Note contemporaneously with the Subscription Agreement, to fund the first month Extension, and if the business combination has not been consummated by October 8, 2022, SPK will issue a second Extension Note to Varian on October 8, 2022, to fund the second month Extension.
On September 8, 2022, the Company issued an Extension Note to Alpha in the amount of $50,000, pursuant to the Subscription Agreement. The Company deposited the $50,000 into the trust account on September 9, 2022, thereby extending the time to complete a business combination for one month, from September 10, 2022 to October 10, 2022.
The foregoing description of the Subscription Agreement and Extension Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreement and Extension Note, the forms of which are filed hereto as Exhibit 10.1 and Exhibit 99.1, respectively, and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 related to the Subscription Agreement and Extension Note are incorporated by reference into this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its stockholders at the Meeting on September 9, 2022, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on September 9, 2022 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to six (6) times for an additional one (1) month each time, from September 10, 2022 to March 10, 2023.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 9, 2022, the Company held the Special Meeting. On August 23, 2022, the record date for the Special Meeting, there were 6,596,275 shares of common stock of SPK entitled to be voted at the Special Meeting, 75.62% of which were represented in person or by proxy.
The final results for each of the matters submitted to a vote of SPK’s stockholders at the Special Meeting are as follows:
| 1. | Charter Amendment |
Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation, giving SPK the right to extend the date by which it has to complete a business combination six (6) times for an additional one (1) month each time, from September 10, 2022 to March 10, 2023. Adoption of the amendment required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 4,633 ,395 | 354,600 | 0 | 0 | |||||||||||
| 2. | Trust Amendment |
Stockholders approved the proposal to amend the Company’s amended and restated investment management trust agreement, dated as of June 3, 2022 by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the time it has to complete a business combination six (6) times for an additional one (1) month each time from September 10, 2022, to March 10, 2023 by depositing into the trust account $50,000 for each one-month Extension. Adoption of the amendment required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 4,633 ,395 | 354,600 | 0 | 0 | |||||||||||
Item 8.01. Other Events.
In connection with the stockholders’ vote at the Special Meeting of Stockholders held by SPK Acquisition Corp. on September 9, 2022, 4,052,916 shares were tendered for redemption.
The Company extended the time it has to complete its initial business combination from September 10, 2022, to October 10, 2022 by depositing $50,000 to the trust account on September 9, 2022.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
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: September 13, 2022 | SPK ACQUISITION CORP. | |
| By: | /s/ Sophie Tao | |
| Name: | Sophie Tao | |
| Title: | Chief Executive Officer | |