EX-99.1 2 ex99_1.htm

 

 

Exhibit 99.1

 

SPK Acquisition Corp. 

 

BALANCE SHEET (UNAUDITED)

 


 

    June 10,   Pro Forma Adjustments   As Adjusted
    2021   (unaudited)   (unaudited)
             
ASSETS
                         
CURRENT ASSETS                        
Cash   $ 783,107     $     $ 783,107  
Prepaid expenses     10,000             10,000  
Cash held in Trust     50,000,000       911,960 (a)     50,911,960  
              18,240 (b)        
              (18,240 )(c)        
TOTAL ASSETS   $ 50,793,107     $ 911,960     $ 51,705,067  
                         
LIABILITIES AND STOCKHOLDERS’ EQUITY
                         
LIABILITIES                        
Accounts payable   $ 37,525     $     $ 37,525  
Note payable - related party     125,000               125,000  
Deferred underwriting fee payable     1,500,000       27,358 (d)     1,527,358  
                         
TOTAL LIABILITIES     1,662,525       27,358       1,689,883  
                         
COMMITMENTS AND CONTINGENCIES                        
Common stock subject to possible redemption, $0.0001 par value, 4,413,058 and 4,501,518 shares at redemption value of $10.00 per share, respectively.     44,130,580       884,600 (e)     45,015,180  
                         
STOCKHOLDERS’ EQUITY                        
Common Stock; $0.0001 par value; 10,000,000 shares authorized; 2,254,442 and 2,094,757 shares issued and outstanding (excluding 4,413,058 and 4,501,518 shares subject to possible redemption)     225       (16 )     209  
              9 (a)        
              1 (b)        
              (9 )(e)        
Additional paid-in capital     5,000,557       18       5,000,575  
              911,951 (a)        
              18,239 (b)        
              (18,240 )(c)        
              (27,358 )(d)        
              (884,591 )(e)        
Accumulated deficit     (780 )           (780 )
                         
Total stockholders’ equity     5,000,002       2       5,000,004  
                         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 50,793,107     $ 911,960     $ 51,705,067  

 

The accompany notes are an integral part of the financial statement

 

 
 

 

NOTE 1 – CLOSING OF OVER-ALLOTMENT OPTION (UNAUDITED)

 

The accompanying unaudited Pro Forma Balance Sheet presents the unaudited Balance Sheet of SPK Acquisition Corp. (the “Company”) as of June 10, 2021, adjusted for the closing of the underwriters’ over-allotment option (the “Over-allotment”) and related transactions, which occurred on July 22, 2021 as described below.

 

On June 10, 2021, the Company consummated its initial public offering (the “IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (the “Common stock”) and one right (“Public Right”). Each Public Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $50,000,000.

 

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 205,000 Private Units, at a price of $10.00 per Private Unit, for an aggregate purchase price of $2,050,000, in a private placement. The Sponsor also agreed to purchase an additional 15,000 Private Units, at a price of $10.00 per Private Unit, or $150,000 in the aggregate in connection with the underwriters’ full exercise of their over-allotment option, if applicable. Each Private Unit consists of one share of common stock (“Private Share”) and one right (“Private Right”). Each Private Right entitles the holder to receive one-tenth of one share of common stock at the closing of a Business Combination. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

 

The Company granted the underwriters a 45-day option to purchase up to 750,000 Units to cover Over-allotment, if any. On July 20, 2021, the Underwriters partially exercised the option and purchased 91,196 additional Units (the “Over-allotment Units”), generating gross proceeds of $911,960.

 

Upon the closing of the Over-allotment on July 22, 2021, the Company consummated a private sale of an additional 1,824 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $18,240. As of July 22, 2021, a total of $50,911,960 of the net proceeds from the IPO (including the Over-allotment Units) and the sale of Private Placement Units was placed in a U.S.-based trust account. As the underwriters’ over-allotment was not exercised in full, 164,701 shares owned by the sponsor were forfeited for no consideration. Additionally, the underwriters were issued an additional 456 shares of common stock in addition to the 25,000 shares of common stock issued at closing, for a total of 25,456 shares of common stock owned at July 22, 2021.

 

As of July 22, 2021, in total there were 6,596,275 shares of common stock, $0.0001 par value, were issued and outstanding.

 

 
 

 

Unaudited Pro forma adjustments to reflect the exercise of the underwriters’ Over-allotment option described above are as follows:

 

   Pro-forma entries:  Debit  Credit
           
(a)   Cash held in trust   911,960     
    Common Stock       9
    Additional paid-in capital       911,951
    To record the sale of 91,196 over-allotment Units at $10.00 per Unit on July 22, 2021         
              
(b)   Cash held in trust   18,240     
    Common Stock       1
    Additional paid-in capital       18,239
    To record the sale of 1,824 over-allotment Private Placement Units at $10.00 per Unit on July 22, 2021         
              
(c)   Additional paid-in capital   18,240     
    Cash held in trust       18,240
    To record the payment of underwriting fees arising from the sale of the over-allotment Units         
              
(d)   Additional paid-in capital   27,358     
    Deferred underwriting fee payable       27,358
    To record the payment of deferred underwriting fees arising from the sale of the over-allotment Units         
              
(e)   Common Stock   9     
    Additional paid-in capital   884,591     
    Common stock subject to redemption       884,600
    To record the change in common stock subject to redemption from the sale of the over-allotment Units