Amended Current Report Filing (8-k/a)
June 07 2022 - 10:51AM
Edgar (US Regulatory)
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This Amendment No. 1 to the Current Report on Form 8-K/A is being filed by SPK Acquisition Corp. solely for the purpose of amending and supplementing Item 4.02 of that certain Current Report on Form 8-K originally filed by SPK with the Securities and Exchange Commission on May 24, 2022.
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
(Amendment
No. 1)
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
June
7, 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.
Explanatory Note
This Amendment No. 1 to the Current Report on Form
8-K/A is being filed by SPK Acquisition Corp. (“SPK” or the “Company”) solely for the purpose of
amending and supplementing Item 4.02 of that certain Current Report on Form 8-K originally filed by SPK with the Securities and Exchange
Commission (“SEC”) on May 24, 2022 (the “Original Form 8-K”).
Item 4.02 Non-Reliance on Previously Issued Financial Statements or
a Related Audit Report or Completed Interim Review.
On February 24, 2022, SPK 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 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.
Management had discussions about the matters disclosed
in the filing with UHY LLP (“UHY”), the Company’s independent registered public accounting firm, and our audit
committee was informed of this discussion. The conclusion of non-reliance of the financial statements was reached on May 18, 2022, and
the Original Form 8-K was filed on May 24, 2022.
The Company’s management have discussed the
matters disclosed in this Current Report on Form 8-K/A pursuant to this Item 4.02 with UHY.
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: June 7, 2022
SPK ACQUISITION CORP.
By: |
/s/ Sophie Ye Tao |
|
Name: |
Sophie Ye Tao |
|
Title: |
Chief Executive Officer |
|
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