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): September 811, 2023

Spark Networks SE

(Exact name of registrant as specified in its charter)

Germany

001-38252

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Kohlfurter Straße 41/43

Berlin Germany 10999

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (+49) 30 868000

N/A

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):


☐			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))

Securities registered pursuant to Section 12(b) of the Act: None

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 ☐

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 1.01 Entry into a Material Definitive Agreement.

AsOn ~~previously~~September ~~disclosed, on March~~ 11, ~~2022~~2023, Spark Networks SEServices GmbH (the “Company”) ~~entered~~and ~~into~~Hexaware aTechnologies ~~Financing~~Limited ~~Agreement~~ (the “~~Financing Agreement~~Vendor”) ~~with~~fully ~~Zoosk,~~executed ~~Inc.~~a ~~(“Zoosk”)~~Master ~~and~~Services ~~Spark~~Agreement ~~Networks, Inc.,~~ (the ~~subsidiary guarantors party thereto, the lenders party thereto, and MGG Investment Group LP (~~“~~MGG~~Agreement”), ~~as administrative agent~~ and ~~collateral~~Statement ~~agent,~~of ~~providing~~Work ~~for senior secured term loans in~~ (the ~~aggregate~~“SOW”) ~~principal~~under ~~amount~~which ~~of $100 million. On August 5, 2022,~~ the Company ~~entered~~agreed ~~into~~to ~~Amendment~~outsource ~~No.1~~a tonumber ~~Financing~~of ~~Agreement,~~its ~~which~~information ~~revised~~technology ~~certain~~and ~~financial~~business ~~covenants~~operations ~~related~~ to the ~~testing~~Vendor. Those ofoperations ~~the~~include ~~Company’s~~service ~~quarterly~~desk ~~leverage ratio~~ and ~~the~~end ~~Company’s~~user ~~minimum~~support, ~~market~~IT ~~spend.~~vendor Onmanagement, ~~March~~network 29support, ~~2023,~~content ~~the~~moderation ~~Company~~and ~~entered~~product ~~into~~ engineering.

~~Amendment~~The ~~No. 2 to Financing~~ Agreement and ~~Forbearance Agreement (~~the ~~“Forbearance~~SOW ~~Agreement”)~~memorialize ~~which~~an ~~granted~~arrangement ~~forbearance~~that ~~until~~was ~~May~~contemplated ~~15,~~under ~~2023~~a ~~with~~letter ~~respect to the Company’s receipt~~ of aintent ~~going~~between ~~concern opinion on~~ the ~~condition~~parties that ~~the~~was ~~Company~~executed ~~retain~~on aJuly ~~financial advisor~~24, ~~and amended the definition of Adjusted EBITDA in the Financing Agreement~~2023.

OnThe ~~May~~Agreement 15contains standard representations, ~~2023~~warranties, ~~the~~covenants ~~Company~~and ~~entered~~indemnification ~~into~~obligations. The ~~Amendment~~Agreement ~~No.~~allows 1the Company to ~~Forbearance~~terminate the Agreement ~~which~~and ~~extended~~ the ~~forbearance~~SOW ~~termination~~for ~~date~~convenience toand ~~May~~for ~~25,~~cause. Absent ~~2023~~any ~~and~~such ~~added~~termination, to the ~~forbearance~~initial ~~the~~term ~~Company’s~~of ~~failure~~the toSOW ~~deliver~~is scheduled to ~~the~~continue ~~collateral~~until ~~agent~~December a31, ~~control agreement~~2028.

OnThe ~~May~~foregoing ~~25,~~description ~~2023,~~of the ~~Company~~Agreement ~~entered~~does ~~into~~not ~~Amendment~~purport ~~No. 2~~ to ~~Forbearance~~be ~~Agreement~~complete ~~(the~~and ~~“Second~~is ~~Amendment”)~~subject ~~which extended the forbearance period termination date~~ to ~~June 15~~, ~~2023~~ and ~~removed~~qualified ~~from~~in ~~the~~its ~~forbearance~~entirety by, the ~~Company’s~~full ~~failure~~text toof ~~deliver to~~ the ~~collateral~~Agreement, ~~agent~~ a ~~control~~copy ~~agreement~~of ~~(as~~which ~~moot).~~is Nofiled ~~other~~hereto ~~changes~~as ~~were~~Exhibit ~~made~~10.1 toand ~~the~~is ~~Financing~~incorporated ~~Agreement~~herein by reference.

On June 15, 2023, the Company entered into Amendment No. 3 to Forbearance Agreement (the “Third Amendment”) which extended the forbearance period termination date to July 14, 2023, conditioned on (i) by June 19, 2023, the delivery to MGG of an engagement letter appointing Adrian Frankum of Ankura Consulting Group, LLC (“Ankura”) as special project officer, (ii) by June 30, 2023, the Company causing its financial advisor to deliver to MGG a bottoms-up, step-by-step operational performance improvement plan with a fully integrated financial model, including restructuring options and future capital and liquidity requirements of the Company (the “Transition Plan”), (iii) by July 7, 2023, approval by the Company’s board of directors of the Transition Plan, and (iv) by July 7, 2023, the Company engaging an auditor to provide an IDW-S6 opinion.

On July 14, 2023, the Company entered into Amendment No. 4 to Forbearance Agreement (the “Fourth Amendment”) which extended the forbearance period termination date to July 21, 2023.

On July 21, 2023, the Company entered into Amendment No. 5 to Forbearance Agreement (the “Fifth Amendment”) which extended the forbearance period termination date to July 28, 2023 and added to the forbearance the Company’s failure to meet minimum marketing spend requirements over a twelve month period.

On July 28, 2023, the Company entered into Amendment No. 6 to Forbearance Agreement (the “Sixth Amendment”) which extended the forbearance period termination date to August 4, 2023.

On August 4, 2023, the Company entered into Amendment No. 7 to Forbearance Agreement (the “Seventh Amendment”) which extended the forbearance period termination date to August 11, 2023 and added to the forbearance the Company’s failure to maintain minimum liquidity.

On August 11, 2023, the Company entered into Amendment No. 8 to Forbearance Agreement (the “Eighth Amendment”) which extended the forbearance period termination date to September 1, 2023.

On September 1, 2023, the Company entered into Amendment No. 9 to Forbearance Agreement (the “Ninth Amendment”) which extended the forbearance period termination date to September 8, 2023 and added additional forbearances relating to the minimum liquidity ratio and minimum leverage ratio.

On September 8, 2023, the Company entered into Amendment No. 10 to Forbearance Agreement (the “Tenth Amendment”), which extends the forbearance period termination date to September 15, 2023.

The foregoing description of the Tenth Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Tenth Amendment, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
10.1			~~Amendment~~Master ~~No.~~Services ~~10 to Forbearance~~ Agreement dated as of September 811, 2023, by and among Spark Networks ~~SE,~~Services ~~Zoosk,~~GmbH ~~Inc., Spark Networks, Inc.~~ and ~~MGG~~Hexaware ~~Investment~~Technologies ~~Group LP~~Limited.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Spark Networks SE
Dated: September 12, 2023	By:	/s/ Frederic Beckley
Dated: September 15, 2023	By:	/s/ Frederic Beckley
		Frederic Beckley
		General Counsel & Chief Administrative Officer

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