UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K/A is being filed by SPK Acquisition Corp. (“SPK” or the “Company”) solely for the purpose of amending and supplementing Item 4.02 of that certain Current Report on Form 8-K originally filed by SPK with the Securities and Exchange Commission (“SEC”) on May 24, 2022 (the “Original Form 8-K”).
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On February 24, 2022, SPK 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 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.
Management had discussions about the matters disclosed in the filing with UHY LLP (“UHY”), the Company’s independent registered public accounting firm, and our audit committee was informed of this discussion. The conclusion of non-reliance of the financial statements was reached on May 18, 2022, and the Original Form 8-K was filed on May 24, 2022.
The Company’s management have discussed the matters disclosed in this Current Report on Form 8-K/A pursuant to this Item 4.02 with UHY.
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: June 7, 2022
SPK ACQUISITION CORP.
By: | /s/ Sophie Ye Tao | |
Name: | Sophie Ye Tao | |
Title: | Chief Executive Officer |