UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On February 24, 2022, SPK Acquisition Corp. (“SPK” or the “Company”) filed its Form 10-K for the annual period ending December 31, 2021 (the “10-K”), which included in Note 9 — Revision of Prior Period Financial Statements (“Note 9”), a discussion of the revision to a portion of the Company’s previously issued financial statements.
As described in Note 9, in accordance with Securities and Exchange Commission (the “SEC”) Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (the “SEC Bulletins”) the Company identified errors on the balance sheet as of June 10, 2021 as filed on Form 8-K in connection with the Company’s initial public offering (the “IPO”).
Management corrected the error by revising all shares of Common Stock subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the shares of Common Stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and shares of Common Stock. The Company has corrected such error by adjusting its balance sheet and classified all public shares of Common Stock as redeemable. These changes were reflected in the Company’s Annual Report as filed on Form 10-K for the year ended December 31, 2021.
The Company’s management believes that the Company’s previously issued audited balance sheet as of June 10, 2021, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2021 should no longer be relied upon. Similarly, other communications or financial information relating to the audited balance sheet as of June 10, 2021 should no longer be relied upon.
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: May 24, 2022
SPK ACQUISITION CORP.
| By: | /s/ Sophie Ye Tao | |
| Name: | Sophie Ye Tao | |
| Title: | Chief Executive Officer |