SPK Acquisition Corp. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Other Events
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Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed by SPK Acquisition Corp., a Delaware corporation (“SPK” or the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2022, on February 11, 2022, SPK entered into a Merger Agreement (the “Merger Agreement”) by and among Varian Biopharmaceuticals, Inc., a Florida corporation (“Varian”), SPK, and SPK Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SPK (“Merger Sub”). Pursuant to the terms of the Merger Agreement, a business combination between SPK and Varian will be effected through the merger of Merger Sub with and into Varian with Varian surviving the merger as a wholly owned subsidiary of SPK (the “Merger”).
On December 21, 2021, SPK sent Varian written notice that SPK had terminated the Merger Agreement, pursuant to Section 10.2(a) thereof, alleging certain breaches by Varian of one or more covenants contained in the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the text of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on February 17, 2022, which is incorporated by reference herein.
Item 8.01. Other Events.
The board of directors of SPK has determined that the Company will not be able to complete the Merger or any other initial business combination within the timeframe provided in the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”) and the Company will therefore liquidate and dissolve in accordance with the terms of the Charter. As of the close of business on December 29, 2022, the Company will redeem all of the outstanding public shares of common stock that were included in the units issued in its initial public offering (the “Public Shares”).
In connection with SPK’s special meeting held on September 9, 2022, stockholders approved the extension of the date by which the Company had to complete an initial business combination from September 10, 2022 up to March 10, 2023, on a month-to-month basis by depositing $50,000 into the Trust Account for each such one-month extension. However, the $50,000 payment to further extend from December 10, 2022 to January 10, 2023 was not made. Pursuant to SPK’s Charter, because there were no payments made to extend past December 10, 2022, the Company will be required to liquidate and dissolve as soon as reasonably practicable. Accordingly, the Company is working with the trustee to effect the liquidation in accordance with the terms of its Charter and as set forth in the prospectus issued in connection with the Company’s initial public offering.
In order to provide for the disbursement of funds from the Company’s trust account (the “Trust Account”), the Company has instructed the trustee of the Trust Account, to take all necessary actions to liquidate the securities held in the Trust Account. The proceeds of the Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders of the Public Shares will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of the Public Shares held in “street name,” however, will not need to take any action in order to receive the expected per-share redemption price. The redemption of the Public Shares is expected to be completed by December 29, 2022.
There will be no redemption rights or liquidating distributions with respect to the Company’s rights issued as part of the units in the Company’s initial public offering.
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: December 23, 2022 | SPK ACQUISITION CORP. | |
| By: | /s/ Sophie Tao | |
| Name: | Sophie Tao | |
| Title: | Chief Executive Officer | |