UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~April 288, 2025

SPARK I ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41825		87-1738866
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3790 El Camino Real, Unit #570

Palo Alto, CA 94306

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 353-7082

Not Applicable
(Former name or former address, if changed since last report)

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 consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	SPKLU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 par value	SPKL	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	SPKLW	The Nasdaq Stock Market LLC

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 (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 24.0301 ~~Creation~~Changes ofin aRegistrant’s ~~Direct~~Certifying ~~Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Accountant.

OnBased ~~January 28,~~on ~~2025,~~information ~~Spark~~provided Iby ~~Acquisition~~Marcum ~~Corporation~~LLP (~~the~~ “~~Company~~Marcum”), ~~issued an unsecured promissory note (~~the ~~“Note”)~~independent inregistered ~~the~~public ~~principal~~accounting ~~amount~~firm of upSpark toI ~~$1,900,000~~Acquisition toCorporation ~~SPAC Fund LLC~~ (the “~~Sponsor~~Company”), of ~~which~~on ~~the Company had drawn and borrowed $840~~November 1,~~000 at issuance. The Note does not bear interest and is repayable in full upon consummation~~ of2024, ~~the~~CBIZ ~~Company’s~~CPAs ~~initial~~P.C. ~~business combination~~ (a “~~Business Combination~~CBIZ”). Ifacquired the ~~Company~~attest ~~does~~business ~~not~~of ~~complete a Business Combination~~Marcum, ~~the Note shall not be repaid~~ and ~~all~~substantially ~~amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert~~ all ~~or a portion~~ of ~~up to $1,500,000 of~~ the ~~unpaid~~partners ~~principal~~and ~~balance of~~staff ~~the Note into~~ that provided ~~number~~attestation ofservices ~~warrants~~with toMarcum ~~purchase~~joined ~~one~~CBIZ. ~~Class A~~On ~~ordinary share~~April 8, ~~$0.0001 par value per share~~2025, of the ~~Company~~Audit ~~(the “Working~~Committee ~~Capital Warrants”) equal to the principal amount~~ of the ~~Note~~Company’s soBoard ~~converted divided by $1.00. The terms~~ of ~~the Working~~Directors ~~Capital~~approved ~~Warrants will be identical to~~ the ~~terms~~dismissal of ~~the~~Marcum ~~warrants~~and ~~issued by~~ the ~~Company~~engagement toof ~~the~~CBIZ ~~Sponsor~~as ~~in a private placement that took place simultaneously with~~ the Company’s ~~initial~~independent registered public ~~offering.~~accounting The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payablefirm.

AMarcum’s ~~description~~report ofon the ~~other~~Company’s ~~material~~financial ~~relationships~~statements ~~between~~ for the ~~Company and~~fiscal ~~the~~years ~~Sponsor~~ended isDecember 31, ~~set~~2024 ~~forth~~and in2023 ~~“Item~~did ~~13.~~not ~~Certain~~contain ~~Relationships~~an ~~and~~adverse ~~Related~~opinion ~~Party~~or ~~Transactions”~~a disclaimer of ~~the~~opinion ~~Company’s~~and ~~Annual Report~~were onnot ~~Form 10-K~~qualified or ~~for~~modified ~~the~~as ~~year~~to ~~ended~~uncertainty, ~~December 31~~audit scope, ~~2023~~or accounting principles, ~~which~~except isthat ~~incorporated~~such byreport ~~reference~~contained ~~herein~~an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

~~The~~During ~~Note~~the isfiscal ~~attached~~years asended ~~Exhibit~~December ~~10.1~~31, to2024 ~~this~~and ~~Current~~2023, ~~Report on~~and ~~Form~~through April 8, 2025, the date of Marcum’s dismissal, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and isthe ~~incorporated~~related ~~herein~~instructions) bywith ~~reference.~~Marcum ~~The~~on any matter of accounting principles or practices, financial statement disclosure, or ~~set~~auditing ~~forth~~scope inor ~~this~~procedure, ~~Item~~which ~~2.03~~disagreements, isif ~~intended~~not resolved to beMarcum’s asatisfaction, ~~summary~~would ~~only~~have ~~and~~caused Marcum to make isreference ~~qualified~~to the subject matter of the disagreement in connection with its ~~entirety~~reports byon ~~reference~~the toCompany’s financial statements for such periods and (b) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K and the ~~Note~~related instructions).

Prior to engaging CBIZ, the Company did not consult with CBIZ regarding (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by CBIZ on the Company’s financial statements, and CBIZ did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a disagreement (within the meaning of Item ~~3.02~~304(a)(1)(iv) of ~~Unregistered~~Regulation ~~Sales~~S-K) or a reportable event (as defined in Item 304(a)(1)(v) of ~~Equity~~Regulation ~~Securities~~S-K and the related instructions).

The ~~disclosure~~Company ~~contained~~provided inMarcum ~~Item~~with ~~2.03~~a iscopy ~~incorporated~~of bythis ~~reference~~Current Report on Form 8-K inprior ~~this~~to ~~Item~~its 3filing with the U.02S. ~~The~~Securities ~~Note~~and ~~was~~Exchange ~~issued~~Commission ~~pursuant~~(the to“SEC”) and requested that Marcum furnish the ~~exemption~~Company with ~~from~~a ~~registration~~letter ~~contained~~addressed into ~~Section 4~~the SEC, pursuant to Item 304(a)(23) of Regulation S-K, stating whether it agrees with the ~~Securities~~above statements ~~Act~~and, if it does not agree, the respects in which it does not agree. A copy of ~~1933~~the letter, dated April 10, 2025, is filed as ~~amended~~Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Promissory Note, dated January 28, 2025, issued by the Company to the Sponsor
16.1		Letter to the Securities and Exchange Commission from Marcum LLP, dated April 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

SPARK I ACQUISITION CORPORATION

	By:	/s/ Kurtis Jang
	Name:	Kurtis Jang
	Title:	Chief Operating Officer

Date: ~~January~~April 2910, 2025

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