Current Report Filing (8-k)
December 27 2022 - 6:02AM
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
December 23, 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 |
|
THE
NASDAQ Stock Market LLC |
Common
Stock, par value $0.0001 per share |
|
SPK |
|
THE
NASDAQ Stock Market LLC |
Rights,
each to receive one-tenth of a share of Common Stock |
|
SPKAR |
|
THE
NASDAQ Stock Market LLC |
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.
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 |
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