SUBSEQUENT EVENTS |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| SUBSEQUENT EVENTS | |
| SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through November 13, 2026, the date that the financial statements issued. Based upon this review, other than below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On October 2, 2026, shareholders holding an aggregate of 609,668 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds held in the Company’s Trust Account. As a result, approximately $7.1 million (approximately $11.68 per share) was removed from the Trust Account to pay such holders and approximately $19.0 million remained in the Trust Account. Following the aforementioned redemptions, the Company has 5,627,045 Class A Ordinary Shares outstanding, consisting of 1,627,045 Class A Ordinary Shares originally issued as part of the units sold in the Company’s initial public offering and 4,000,000 Class A Ordinary Shares that were originally issued to SLG SPAC Fund, LLC, the Company’s sponsor, as Class B ordinary shares. On September 30, 2026, SPKL received a written notice from the Listing Qualifications Department of Nasdaq stating that the SPKL Units, SPKL Class A Ordinary Shares and Public Warrants will be delisted from Nasdaq because SPKL did not complete its initial business combination by September 29, 2026, which is 36 months from the effectiveness of SPKL’s registration statement for the IPO. Accordingly, trading in the SPKL Units, SPKL Class A Ordinary Shares and Public Warrants on Nasdaq was suspended at the opening of business on October 7, 2026. In October 2026, the Company filed Form 25-NSE with the SEC, which will remove such securities from listing and registration on Nasdaq, and subsequently registered the SPKL Units, SPKL Class A Ordinary Shares and Public Warrants on the Pink Limited Market operated on the OTC Market systems under the symbols “SPKLU,” “SPKLF” and “SPKLW,” respectively. In connection with the September 25, 2026 extraordinary general meeting of shareholders, and as a result of the approval of the proposal to extend the date by which the Company has to consummate a business combination from September 29, 2026 to March 29, 2027, the Sponsor, or its designees, will deposit into the Trust Account, as a loan, beginning on October 1, 2026, an amount equal to $0.015 per public share outstanding after redemptions, up to a maximum aggregate amount of approximately $201,304, or $24,406 per month. In addition to the Sponsor Contributions, the Company will contribute a one time deposit into the Trust Account in the amount of $0.10 per each public share not redeemed in connection with the September 25, 2026 extraordinary general meeting of shareholders. The Additional Contribution of $162,705 occurred on October 5, 2026 and increased the per share price payable by the Company to its public shareholders in connection with (i) any redemptions relating to the Company’s extraordinary general meeting of shareholders held to approve the proposed business combination with ZincFive, Inc. or (ii) the Company’s liquidation, whichever is earlier. The Additional Contribution is in addition to the monthly Sponsor Contributions. On November 10, 2026, the Company issued a non – convertible unsecured promissory note (the “Third Extension Note”) in the principal amount of up to $1,000,000 to the Sponsor. The Third Extension Note does not bear interest and is repayable upon the earlier of the consummation of the Company’s initial business combination and the last day that the Company has to complete a business combination. The Third Extension Note will assume the existing Related Party Loans – Sponsor balance on the condensed balance sheets. Additionally, borrowings under the Additional Contribution and Sponsor Contributions mentioned above will be made under this Third Extension Note. |