Negotiation, Due Diligence, and Approval Process

The following chronology summarizes the principal events in SPKL’s evaluation of Legacy ZincFive and the negotiation and approval of the Merger Agreement.

On April 16, 2026, a representative of Hunter Taubman Fischer & Li LLC (“HTFL”), one of Chardan’s legal advisors, contacted a representative of SPKL to recommend an introduction to Legacy ZincFive. Legacy ZincFive had recently terminated negotiations with another SPAC for a potential de-SPAC transaction that ultimately did not proceed. While in negotiations with the other SPAC, Legacy ZincFive also engaged in negotiations from March 2026 to May 2026 with the Lead Purchaser and several other investors as potential PIPE investors, and agreed with the Lead Purchaser on the terms of a potential PIPE investment by the Lead Purchaser in May 2026. The Lead Purchaser was initially introduced to Legacy ZincFive by Cantor, Legacy ZincFive’s financial advisor and PIPE placement agent, in connection with Legacy ZincFive’s prior engagement with the other SPAC. Because Legacy ZincFive had an expected anchor investor in the PIPE from the Lead Purchaser, Legacy ZincFive offered a uniquely attractive business combination partner for SPKL.

On April 16, 2026, a representative of Chardan presented Legacy ZincFive as a potential target to SPKL and shared the investor presentation (the “Investor Presentation”). Based on SPKL’s interest in learning more about Legacy ZincFive, Chardan scheduled an

introductory teleconference with Legacy ZincFive’s Chief Executive Officer, Tod Higinbotham, and Co-Founder, Tim Hysell, for April 17, 2026.

On April 17, 2026, Messrs. Higinbotham and Hysell presented the Investor Presentation, business plan and overall growth strategy to the SPKL management team, with representatives of Chardan also in attendance. James Rhee, Chief Executive Officer of SPKL, presented a background of SparkLabs Group and SPKL’s initiative. Both parties quickly realized the potential benefits of a business combination transaction and agreed to execute a non-disclosure agreement (“NDA”) and to open a virtual data room to facilitate further discussions. On the same date, Cooley shared drafts of the Series A Securities Purchase Agreement, the Certificate of Designation and the form of Series A Preferred Investor Warrant with the Lead Purchaser.

On April 19, 2026, SPKL executed the NDA with Legacy ZincFive, and the parties held a follow-up meeting to further discuss a potential business combination and general terms of a letter of intent (“LOI”) including valuation and economic terms for SPKL. On the same date, Mr. Rhee discussed the potential de-SPAC transaction with Cantor and representatives of SPKL were granted access to the virtual data room established by Legacy ZincFive. SPKL’s management team reviewed the materials provided in the virtual data room and contacted representatives of Legacy ZincFive regarding the proposed general terms to be included in the LOI, including: (1) the transfer or forfeiture by Sponsor of a portion of SPKL shares to certain third parties, and (2) the forfeiture of a portion of the Private Placement Warrants to certain members of Legacy ZincFive management, but did not include discussions regarding a proposed value to be ascribed to Legacy ZincFive.

On April 20, 2026, SPKL also received a PIPE term sheet from Legacy ZincFive based on the PIPE Legacy ZincFive had arranged for its prior consideration of a potential de-SPAC transaction, which had followed from extensive negotiations among Legacy ZincFive, the prior SPAC and the Lead Purchaser. SPKL and Legacy ZincFive management discussed the key terms for the PIPE including: (i) the conversion and exercise prices and treatment of the Series A Preferred Stock and Series A Investor Warrants under different circumstances, (ii) anti-dilution and other adjustments to the conversion and exercise prices, (iii) redemption rights, and (iv) voting, distribution and participation rights and other customary protections.

On April 21, 2026, Mr. Rhee and Ivan Grlic, Co-founder and Managing Partner of SparkLabs Saudi Arabia, met with Messrs. Higinbotham and Hysell to discuss potential ways SparkLabs Group might support Legacy ZincFive for future business development in the Middle East. Mr. Rhee sent a draft LOI to Legacy ZincFive’s management for review. The draft LOI did not ascribe a value to Legacy ZincFive, but contemplated the following material terms: (1) a lock-up period during which Sponsor would not be able to trade any of its shares of ZincFive Common Stock for a 12-month period following the Closing (subject to potential early release), (2) the forfeiture of 50% of the Private Placement Warrants to certain parties identified by Legacy ZincFive, and (3) the right of SPKL to designate a Board of Directors observer of the combined company.

On April 22, 2026, Legacy ZincFive delivered a revised version of the LOI to SPKL. While the draft LOI did not ascribe a value to Legacy ZincFive, it contemplated the following material terms: (1) aggregate proceeds in connection with the potential business combination, inclusive of equity PIPE investments of between $80,000,000-100,000,000, and any funds in the Trust Account following the satisfaction of redemption elections, (2) agreeing to the lock-up period applicable to Sponsor with proposed new terms governing early release of its shares of ZincFive Common Stock, (3) a condition to Legacy ZincFive’s obligation to close requiring that there be minimum gross cash proceeds of between $80-100 million from equity PIPE investments and the proceeds in the Trust, and (4) a long-term incentive equity plan and employee stock purchase program that the parties agreed would be put in place at the combined company.

On April 23, 2026, Cooley shared a draft of the Merger Agreement and the PIPE documents with WSGR. Legacy ZincFive proposed the following significant terms in the Merger Agreement: (1) ascribing a price of $10.00 for each SPKL Class A Ordinary Share, (2) a right for the Legacy ZincFive Board to change its recommendation to shareholders in certain circumstances (“Legacy ZincFive Change in Recommendation”), (3) a minimum cash closing condition of $100,000,000, and (4) the approval by SPKL’s shareholders of a proposal to extend the deadline for consummating a business combination. On the same date, the Lead Purchaser shared comments on the PIPE documents with Cooley. In addition, on the same date, Legacy ZincFive consummated the initial closing of the Bridge Financing, issuing subordinate promissory notes to certain Legacy ZincFive stockholders and/or their affiliates. The initial closing of the Bridge Financing followed discussions that occurred between January 2026 and April 2026 among the Legacy ZincFive Board, management and stockholders regarding Legacy ZincFive’s need for short-term capital, and in particular a discussion on April 9, 2026 of potential terms for the Bridge Financing between Legacy ZincFive management and General Ventures, the lead investor of the Bridge Financing. Legacy ZincFive management solicited interest from existing stockholders to participate in

the Bridge Financing, including by providing existing holders of Legacy ZincFive Series F Stock the opportunity to participate. In addition, prior to the initial closing of the Bridge Financing, General Ventures discussed the terms with certain other of Legacy ZincFive’s existing investors to ensure that the Bridge Financing would provide sufficient short-term capital to Legacy ZincFive.

On April 24, 2026, the LOI was executed, and Legacy ZincFive’s financial advisor, Cantor, proposed the establishment of daily standing teleconferences involving representatives from the Legacy ZincFive management team for ongoing process updates and alignment on the transaction timeline. SPKL agreed to the proposal, and the daily standing teleconferences were established to continue until the Merger Agreement was signed. The teleconferences involved representatives from Legacy ZincFive, SPKL, Cantor, WSGR and Cooley. On the same date, Legacy ZincFive management team and Mr. Rhee met with an additional potential investor to discuss the investor’s interest in participating in the PIPE investment. Throughout the negotiation of the PIPE and discussions with potential PIPE investors, no valuations or other material information about the SPAC, Legacy ZincFive, or the Transaction were shared with potential PIPE investors that were not publicly disclosed in connection with the public announcement of the Business Combination.

On April 26, 2026, the SPKL Board held a meeting to introduce the business combination opportunity with Legacy ZincFive and to discuss the status of negotiations with Legacy ZincFive and to assess Legacy ZincFive’s business and its potential attractiveness as a merger candidate. The valuation analysis provided by Legacy ZincFive and separately conducted by the SPKL management team, as discussed under “— Selection of Legacy ZincFive” were shared with the SPKL Board. A follow-up meeting with the SPKL Board was planned for April 30, 2026 to introduce the SPKL Board to the leadership team of Legacy ZincFive.

On April 27, 2026, the first daily standing call was held. The parties reviewed the overall project plan and project management structure and established different workstreams. SPKL proposed scheduling due diligence calls regarding Legacy ZincFive’s financials, business plan, overall growth strategy and valuation.

On April 28, 2026, WSGR provided comments on the draft PIPE documents initially provided by Cooley. On the same date, SPKL and Legacy ZincFive’s marketing teams held an introductory teleconference to review the overall communication plan and discuss next steps. Mr. Rhee also held a meeting with Chardan to discuss the status of the PIPE investment, and Legacy ZincFive management team and Mr. Rhee held a meeting with a potential investor to discuss an alternative financing structure to the PIPE investment.

On April 30, 2026, Messrs. Higinbotham and Hysell presented the Investor Presentation, business plan and overall growth strategy to the SPKL Board. On the same date, SPKL and Legacy ZincFive held a teleconference to review and discuss Legacy ZincFive’s valuation, during which SPKL shared its valuation analysis.

Also on April 30, 2026, the possibility of certain Bridge Investors, all of which were existing stockholders of Legacy ZincFive, participating in the PIPE was then discussed with, and agreed to by, the Lead Purchaser, after representatives of Legacy ZincFive and Cooley first discussed the possibility on April 12, 2026, resulting in alignment that Bridge Investors holding $6.5 million of Bridge Notes would exchange such Bridge Notes for securities in the PIPE in aggregate principal amount.

On May 1, 2026, SPKL’s and certain members of Legacy ZincFive’s management team held a teleconference to review and discuss Legacy ZincFive’s financial statements and forecast model.

On May 3, 2026, the SPKL management team held an internal discussion to review and discuss the current Investor Presentation. Later on the same date, WSGR delivered an updated version of the Merger Agreement to Cooley, which included the following material changes: (1) that the business principals would discuss the potential revesting of certain Founder Shares and Private Placement Warrants, (2) the payments of certain transaction fees by Legacy ZincFive, including SPKL’s legal fees, (3) Legacy ZincFive’s requirement to pay off all of its indebtedness at or prior to the Closing Date, (4) SPKL’s right to continue trading on the OTC Market prior to the consummation of the Business Combination, (5) removal of the Legacy ZincFive Change in Recommendation, (6) removal of the minimum cash closing condition of $100,000,000 and (6) a closing condition which required approval for listing of ZincFive Common Stock.

On May 4, 2026, SPKL held a teleconference with the Legacy ZincFive Board to provide an overview of SPKL, its criteria for a potential business combination target, an overview of the proposed transaction, key milestones, and to address Legacy ZincFive’s

initial questions. In a separate teleconference on the same date, SPKL shared an updated Investor Presentation with Cantor and Legacy ZincFive.

On May 5, 2026, SPKL’s management team and Messrs. Higinbotham and Heimbigner held a follow-up teleconference on Legacy ZincFive’s financial statements and forecast model. SPKL and Legacy ZincFive also held a meeting to discuss communication plans for the announcement of the Merger Agreement. Please see the section entitled “Certain Forecasted Financial Information for Legacy ZincFive” for further information.

On May 6, 2026, Messrs. Higinbotham, Hysell and Rhee met with Cantor to discuss proposed terms for financing the Transaction. Cooley sent a revised version of the Merger Agreement to WSGR, which included the following material changes: (1) a reference to a note purchase agreement between Legacy ZincFive and certain Bridge Investors, pursuant to which Legacy ZincFive could issue promissory notes and warrants to Bridge Investors (the “Bridge Financing”), (2) removal of certain transaction fees that would have been borne by Legacy ZincFive, other than the fees of WSGR, (3) ascribing an equity value for Legacy ZincFive of $600,000,000, (4) adding back the minimum cash closing condition of $100,000,000 and (5) adding back the Legacy ZincFive Change in Recommendation.

On May 7, 2026, Messrs. Higinbotham, Hysell and Rhee met to discuss overall status of the Merger Agreement and proposed terms for financing the Transaction. Legacy ZincFive shared an updated financial model incorporating updated expectations for an anticipated Bridge Financing and PIPE investments. On the same date, SPKL held discussions with potential Bridge Investors regarding the Bridge Financing and the subscription by PIPE investors.

On May 9, 2026, SPKL engaged Houlihan Capital, a leading independent valuation firm, to assist the SPKL Board to prepare and deliver an opinion, whether or not favorable, to the SPKL Board as to whether, as of the date of such opinion, the transaction was fair from a financial point of view to the unaffiliated shareholders of SPKL.

On May 11, 2026, SPKL and Legacy ZincFive held a teleconference. They completed the final review of the Investor Presentation and confirmed the implied equity value calculations. The parties also discussed the timeline for Legacy ZincFive to obtain the audited financial statements that would be required to be included in the registration statement of which this proxy statement/prospectus forms a part.

On May 12, 2026, SPKL, Houlihan Capital and WSGR held a due diligence teleconference. Following the teleconference, Houlihan Capital shared a formal request list for the due diligence documentation required to proceed with its engagement.

On May 13, 2026, SPKL and Legacy ZincFive held a teleconference to discuss the information required by Houlihan Capital in connection with Houlihan Capital’s Fairness Opinion analysis. On the same date, SPKL, Legacy ZincFive and Cantor met to discuss proposed terms for financing the Transaction.

On May 14, 2026, Houlihan Capital conducted a diligence teleconference with Legacy ZincFive management to review inputs required for the fairness opinion. SPKL, Legacy ZincFive, CBIZ CPAs, P.C. (“CBIZ”) and KPMG held a working session on the requirements for Legacy ZincFive’s audited financial statements, SPKL and WSGR held a conference call to discuss legal workstreams and the status of due diligence, and SPKL held a follow-up teleconference with Houlihan Capital to address outstanding data requests and refine the engagement scope. On the same date, SPKL, Legacy ZincFive and Cantor conducted a session to refine the transaction timeline and milestones for the filing of the registration statement.

Later on May 14, 2026, WSGR sent a revised version of the Merger Agreement to Cooley, which included the following material changes: (1) removal of the Legacy ZincFive Change in Recommendation, and (2) making the fees and expenses payable to Houlihan Capital a transaction expense to be borne by Legacy ZincFive.

On May 15, 2026, SPKL met with Houlihan Capital to discuss status of the Fairness Opinion and the timeline for completion. On the same date, SPKL met with Legacy ZincFive and Cantor to discuss potential timelines for the S-4 filing.

On May 16, 2026, Houlihan Capital sent a follow-up inquiry, requesting certain additional information. SPKL coordinated with Legacy ZincFive leadership and legal counsel to gather the corresponding responses and documentation.

On May 17, 2026, Cooley sent a revised version of the Merger Agreement to WSGR, which included a “drop-dead” date of nine months following Closing.

On May 18, 2026, SPKL, Legacy ZincFive, Cooley, WSGR and Cantor conducted a walkthrough of the Investor Presentation. SPKL coordinated diligence responses to Houlihan Capital on Series A Preferred Investor Warrants and certain indebtedness of Legacy ZincFive that may become payable in connection with the Closing. SPKL and Legacy ZincFive also reviewed the pro forma capitalization of the combined company and confirmed Houlihan Capital’s internal committee presentation.

On May 19, 2026, SPKL met with Houlihan Capital to discuss status of the Fairness Opinion and completion timeline. WSGR sent a revised version of the Merger Agreement to Cooley, which included a “drop-dead” date of twelve months following Closing. Messrs. Higinbotham, Hysell and Rhee met to discuss overall status of the Merger Agreement and financing of the Transaction.

On May 22, 2026, the SPKL Board held a meeting with representatives of WSGR to review the draft Merger Agreement, the Ancillary Documents and transaction checklist. Messrs. Higinbotham, Hysell and Rhee met to discuss overall status of the Merger Agreement and financing of the Transaction.

On May 26, 2026, Cooley sent revised versions of the Merger Agreement and Sponsor Agreement to WSGR, and WSGR circulated the revised Merger Agreement and Sponsor Agreement to SPKL, flagging key negotiation points, including treatment of the Bridge Financing, representations and warranties of SPKL, covenants of Legacy ZincFive between signing of the Merger Agreement and Closing, a “drop-dead” date of nine months following Closing, Sponsor’s working capital loan conversions and forfeiture of Legacy ZincFive securities that Sponsor would have otherwise been entitled to in connection with the Closing.

On May 27, 2026, WSGR presented a summary of key legal diligence findings to the SPKL management based on its review of Legacy ZincFive.

On May 31, 2026, SPKL received feedback from the Lead Purchaser’s counsel on the Certificate of Designation and Securities Purchase Agreement, which included a cap on the issuance of additional shares of Series A Preferred Stock, certain revisions allowing for the Series A Preferred Stock to participate with common stock in the winding up of the combined company, a cap on the number of unrestricted shares at Closing in consideration of Nasdaq’s listing rules requiring a minimum number of round lot holders and public float, and lock-up release mechanisms, including a requirement that any waiver of the 12-month lockup would require the prior consent of the Lead Purchaser.

SPKL shareholders are being asked to approve the Merger Agreement and Business Combination. The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Merger Agreement is subject to, and is qualified in its entirety by reference to, the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus.

You should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement. Please see the section entitled “— Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement.

In evaluating the Business Combination, the SPKL Board consulted with SPKL’s management and SPKL’s financial and legal advisors. On June 10, 2026, the SPKL Board unanimously: (i) determined that it was advisable and in the best interests of SPKL and its shareholders for SPKL to enter into the Merger Agreement, the Ancillary Documents, and the Series A Preferred Investment Agreements; (ii) approved the Transactions; and (iii) recommended that the SPKL shareholders approve the Shareholder Proposals.

The SPKL Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching their respective determinations. Members of the SPKL Board viewed their decisions as being based on all of the information available and the factors presented to and considered by each of them. In addition, individual directors may have given different weight to different factors. This explanation of the SPKL Board’s reasons for the Business Combination and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

The SPKL Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement, the Ancillary Documents and the Series A Preferred Investment Agreements and the Transactions, including the following factors:

On June 11, 2026, SPKL entered into the Merger Agreement with Merger Subs and Legacy ZincFive. Pursuant to the Merger Agreement, the parties thereto will enter into the business combination, which includes (a) the transfer of the registration of SPKL by way of continuation from the Cayman Islands to the State of Delaware (the “Domestication”), and (b) following the Domestication, the merger of Merger Sub I with and into Legacy ZincFive, with Legacy ZincFive continuing as the surviving corporation, and immediately thereafter, the merger of such surviving corporation with and into Merger Sub II, with Merger Sub II continuing as the Surviving Entity and as a wholly-owned subsidiary of SPKL.

When the Domestication is completed, the rights of stockholders of ZincFive will be governed by Delaware law, including the DGCL, rather than by the laws of the Cayman Islands. Certain differences exist between the DGCL and the Companies Act that will alter certain of the rights of shareholders of SPKL and affect the powers of the ZincFive Board and management following the Domestication.

Shareholders should consider the following summary comparison of the laws of the Cayman Islands, on the one hand, and the DGCL, on the other. This comparison is not intended to be complete and is qualified in its entirety by reference to the DGCL and the Companies Act.

The owners of a Delaware corporation’s shares are referred to as “stockholders.” For purposes of language consistency, in certain sections of this proxy statement/prospectus, SPKL may continue to refer to the share owners of ZincFive as “shareholders.”

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The following is a discussion of the material U.S. federal income tax consequences of the Mergers to ZincFive, Legacy ZincFive and U.S. and Non-U.S. Holders (each as defined below, and together, “Holders”) of Legacy ZincFive shares that exchange such shares in the Mergers for ZincFive Common Stock and Holders of ZincFive shares. This summary is based upon current provisions of the Code, existing Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, all in effect as of the date hereof and all of which are subject to differing interpretations or change. Any such change or differing interpretation, which may be retroactive, could alter the tax consequences to Legacy ZincFive stockholders from the following summary. This discussion assumes that the Mergers will be consummated in accordance with the Merger Agreement and as described in this proxy statement/prospectus.

This discussion applies only to stockholders who hold their Legacy ZincFive shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment) and does not purport to address all U.S. federal income tax consequences relevant to Holders of Legacy ZincFive shares, including any alternative minimum tax consequences or the Medicare contribution tax on certain net investment income, any U.S. federal non-income tax consequences of the Mergers, including estate or gift tax consequences, or any state, local, non-U.S. or other tax consequences of the Mergers. In addition, it does not address consequences relevant to Legacy ZincFive stockholders that are subject to particular U.S. or non-U.S. tax rules, including, without limitation, to Legacy ZincFive stockholders that are: