What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2025-03-21 compared with 2024-04-03 · 17 added, 57 removed, 1 unchanged (99% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Units began to trade on The Nasdaq Stock Market LLC, or Nasdaq, under the symbol “SPKLU” on October 6, 2023.

ordinary shares and Public Warrants comprising the Units began separate trading on Nasdaq on November 27, 2023, under the symbols “SPKL”

and “SPKLW”, respectively.

of March 15, 2024, there were eight holders of record of our Class B ordinary shares, one holder of record of our Class A ordinary shares,

one holder of record of our Public Warrants, one holder of record of our Private Warrants and one holder of record of our Units.

number of record holders was determined from the records of our transfer agent and does not include beneficial owners of Class A ordinary

shares and Public Warrants whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our

initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital

requirements and general financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends

subsequent to our initial business combination will be within the discretion of our board of directors at such time.

In addition, our

board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by

restrictive covenants we may agree to in connection therewith.

Authorized for Issuance Under Equity Compensation Plans

Sales of Unregistered Securities

October 11, 2023, we consummated our IPO of 10,000,000 Units.

Each Unit consists of one Class A ordinary share, par value $0.0001 and

one-half of one redeemable Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A ordinary

share at $11.50 per share, subject to adjustment, terms and limitations.

We granted Cantor, as representative of the underwriters, a

45-day option to purchase up to 1,500,000 additional Units to cover over-allotments.

Subsequently,

On October 10, 2023, Cantor informed the Company that it will not be exercising the over-allotment option.

As a result, the Sponsor forfeited

an aggregate of 448,052 Class B ordinary shares.

Such forfeited shares were cancelled by the Company prior to the consummation of

Simultaneously

with the closing of the IPO, we consummated the Private Placement with our Sponsor, who purchased 8,490,535 Private Warrants, generating

total proceeds of $8,490,535.

The terms of the Private Warrants are identical to the Public Warrants ,

except that, for so long as the Private Warrants are held by the Sponsor or their permitted transferees, the Private Warrants (i) may

not (including the Class A ordinary shares issuable upon exercise of the Private Warrants), subject to certain limited exceptions, be

transferred, assigned or sold until 30 days after the completion of the Company’s initial business combination, and (ii) are entitled

to registration rights.

The Private Warrants will be worthless if the Company does not complete an initial business combination.

total of $100,500,000 ($10.05 per Unit, which amount includes $3,500,000 of the underwriters’ deferred discount) of the net proceeds

from the sale of Units in the IPO and the Private Placement on October 11, 2023 was placed in a trust account maintained for the benefit

of the public shareholders at Continental Stock Transfer & Trust Company, as a trustee.

Except with respect to interest earned on

the funds held in the trust account that may be released to us to pay our taxes and up to $100,000 of interest to pay dissolution expenses,

the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of our initial

business combination, (ii) the redemption of the Class A ordinary shares included in the Units sold in the IPO if we are unable to complete

our initial business combination by July 11, 2025, subject to applicable law, or (iii) the redemption of any of the public shares properly

submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify

the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of

its public shares if we have not consummated an initial business combination by July 11, 2025 or (B) with respect to any other material

provisions relating to shareholders’ rights or pre-initial business combination activity.

paid a total of $2,000,000 in underwriting discounts and commissions (not including the 3.50% deferred underwriting commission payable

at the consummation of business combination) and $1,090,678 for other costs and expenses related to the IPO.

a description of the use of the proceeds generated in our IPO, see Item 7.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations of this Annual Report on Form 10-K.

of Equity Securities by the Issuer and Affiliated Purchasers

Our Units began to trade on The Nasdaq Stock Market LLC, or Nasdaq, under the symbol “SPKLU” on October 6, 2023.

Our Class A ordinary shares and Public Warrants comprising the Units began separate trading on Nasdaq on November 27, 2023, under the symbols “SPKL” and “SPKLW”, respectively.

Holders of Record

As of March 17, 2025, there were eight holders of record of our Class B ordinary shares, one holder of record of our Class A ordinary shares, one holder of record of our Public Warrants, one holder of record of our Private Warrants and one holder of record of our Units.

The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of Class A ordinary shares and Public Warrants whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time.

In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

Recent Sales of Unregistered Securities

Use of Proceeds

On October 11, 2023, we consummated our IPO, registered on the Registration Statement on Form S-1 (File No.

333-273176), which was declared effective by the SEC on September 29, 2023.

There has been no material change in the planned use of proceeds from our IPO from those that were described in the final prospectus filed pursuant to Rule 424(b) under the Securities Act and other periodic reports previously filed with the SEC.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity