UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~September 13,~~December ~~2022 (September 08~~23, 2022)

Date of Report (Date of earliest event reported)

SPK Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40462		86-1373795
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Room 368, 302 Buwei 211 Fute North Road, China (Shanghai) Pilot Free Trade Zone, 200131		n/a
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (86) 134-3912-9879

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:

☒	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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 Unit comprised of one share of Common Stock and one Right	SPKAU	THE NASDAQ Stock Market LLC
Common Stock, par value $0.0001 per share	SPK	THE NASDAQ Stock Market LLC
Rights, each to receive one-tenth of a share of Common Stock	SPKAR	THE NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.0102. ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

As ~~approved~~previously disclosed by ~~its~~SPK ~~stockholders~~Acquisition Corp., ata Delaware corporation (“SPK” or the ~~special~~“Company”) ~~meeting~~in ofits ~~Stockholders~~Current ~~held~~Report on ~~September~~Form 9,8-K ~~2022~~filed with the Securities and Exchange Commission (the “~~Special Meeting~~SEC”) on February 17, ~~SPK~~2022, ~~Acquisition~~on ~~Corp.~~February ~~(the “Company”~~11, or2022, “SPK”) entered into ana ~~amendment~~Merger Agreement to (the ~~amended~~“Merger Agreement”) by and ~~restated~~among ~~investment~~Varian ~~management~~Biopharmaceuticals, ~~trust~~Inc., ~~agreement~~a Florida corporation (“Varian”), ~~dated~~SPK, asand ofSPK ~~June~~Merger 3Sub, ~~2022~~Inc., ~~with~~a ~~Continental~~Delaware ~~Stock~~corporation ~~Transfer~~and &a ~~Trust~~wholly ~~Company,~~owned onsubsidiary ~~September~~of 9,SPK ~~2022~~ (~~the~~ “~~Trust~~Merger ~~Amendment~~Sub”). Pursuant to the ~~Trust~~terms ~~Amendment,~~of the ~~Company~~Merger ~~has~~Agreement, ~~the right to extend the time to complete~~ a business combination ~~six~~between ~~(6)~~SPK ~~times~~and ~~for~~Varian ~~an additional~~will ~~one~~be ~~(1)~~effected ~~month~~through ~~each~~the ~~time,~~merger ~~from~~of ~~September~~Merger ~~10,~~Sub with ~~2022,~~and tointo ~~March~~Varian ~~10,~~with ~~2023,~~Varian bysurviving ~~depositing~~the ~~$50,000~~merger toas ~~the~~a ~~Company’s~~wholly ~~trust~~owned ~~account for~~subsidiary ~~each~~of ~~one-month~~SPK ~~extension~~ (~~each~~the an “~~Extension~~Merger”).

On ~~September~~December 821, ~~2022~~2021, ~~the Company entered into a subscription agreement with Varian Biopharmaceuticals, Inc., (“Varian”) and Alpha Capital Anstalt (“Alpha”), whereby~~ SPK ~~shall~~sent ~~issue a $50,000 unsecured promissory note (an “Extension Note”), to each of Alpha and~~ Varian, towritten ~~fund~~notice ~~the~~that ~~first~~SPK ~~and~~had ~~second~~terminated ~~month Extensions (~~the ~~“Subscription~~Merger Agreement~~”). Each Extension Note bears interest at the rate of 5% per annum~~, ~~and~~pursuant ~~both~~to ~~Extension~~Section ~~Notes will be repaid upon the consummation of~~ 10.2(a) ~~business combination by the Company. The Subscription Agreement provided that Alpha would purchase the first Extension Note contemporaneously with the Subscription Agreement~~thereof, toalleging ~~fund~~certain ~~the~~breaches ~~first month Extension, and if the business combination has not been consummated~~ by ~~October~~Varian 8,of ~~2022,~~one ~~SPK will issue a second Extension Note to~~or ~~Varian~~more oncovenants ~~October~~contained 8,in ~~2022, to fund~~ the ~~second~~Merger ~~month Extension~~Agreement.

OnThe ~~September~~foregoing 8,description ~~2022,~~of the ~~Company~~Merger Agreement ~~issued~~does annot ~~Extension~~purport ~~Note~~ to ~~Alpha~~be incomplete ~~the~~and ~~amount~~is ofqualified ~~$50,000,~~in ~~pursuant~~its toentirety by the ~~Subscription~~terms ~~Agreement.~~and ~~The~~conditions ~~Company~~of ~~deposited~~ the ~~$50,000 into~~text of the ~~trust~~Merger ~~account~~Agreement, onwhich was ~~September~~previously 9,filed ~~2022,~~as ~~thereby~~Exhibit ~~extending~~2.1 to the ~~time~~Current toReport ~~complete~~on aForm ~~business~~8-K ~~combination~~filed ~~for~~with ~~one~~the ~~month,~~SEC ~~from~~on ~~September 10~~February 17, 2022, towhich ~~October~~is ~~10,~~incorporated ~~2022~~by reference herein.

The foregoing description of the Subscription Agreement and Extension Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreement and Extension Note, the forms of which are filed hereto as Exhibit 10.1 and Exhibit 99.1, respectively, and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 related to the Subscription Agreement and Extension Note are incorporated by reference into this Item 2.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As approved by its stockholders at the Meeting on September 9, 2022, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on September 9, 2022 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete a business combination up to six (6) times for an additional one (1) month each time, from September 10, 2022 to March 10, 2023.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 9, 2022, the Company held the Special Meeting. On August 23, 2022, the record date for the Special Meeting, there were 6,596,275 shares of common stock of SPK entitled to be voted at the Special Meeting, 75.62% of which were represented in person or by proxy.

The final results for each of the matters submitted to a vote of SPK’s stockholders at the Special Meeting are as follows:

1. Charter Amendment

Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation, giving SPK the right to extend the date by which it has to complete a business combination six (6) times for an additional one (1) month each time, from September 10, 2022 to March 10, 2023. Adoption of the amendment required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The voting results were as follows:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	4,633 ,395				354,600				0				0

2. Trust Amendment

Stockholders approved the proposal to amend the Company’s amended and restated investment management trust agreement, dated as of June 3, 2022 by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the time it has to complete a business combination six (6) times for an additional one (1) month each time from September 10, 2022, to March 10, 2023 by depositing into the trust account $50,000 for each one-month Extension. Adoption of the amendment required approval by the affirmative vote of at least a majority of the Company’s outstanding shares of common stock. The voting results were as follows:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	4,633 ,395				354,600				0				0

Item 8.01. Other Events.

InThe ~~connection~~board ~~with~~of directors of SPK has determined that the ~~stockholders’~~Company ~~vote~~will atnot be able to complete the ~~Special~~Merger ~~Meeting~~or any other initial business combination within the timeframe provided in the Company’s Amended and Restated Certificate of ~~Stockholders~~Incorporation, ~~held~~as byamended ~~SPK~~(the ~~Acquisition~~“Charter”) and ~~Corp~~the Company will therefore liquidate and dissolve in accordance with the terms of the Charter. As of the close of business on ~~September~~December 929, 2022, ~~4,052,916~~ the Company will redeem all of the outstanding public shares of common stock that were ~~tendered~~included ~~for~~in ~~redemption~~the units issued in its initial public offering (the “Public Shares”).

~~The~~In ~~Company~~connection ~~extended~~with SPK’s special meeting held on September 9, 2022, stockholders approved the ~~time~~extension itof ~~has~~the todate by which the Company had to complete ~~its~~an initial business combination from September 10, 2022, up to ~~October~~March 10, ~~2022~~2023, on a month-to-month basis by depositing $50,000 tointo the ~~trust~~Trust ~~account~~Account onfor ~~September~~each 9such one-month extension. However, the $50,000 payment to further extend from December 10, 2022 to January 10, 2023 was not made. Pursuant to SPK’s Charter, because there were no payments made to extend past December 10, 2022, the Company will be required to liquidate and dissolve as soon as reasonably practicable. Accordingly, the Company is working with the trustee to effect the liquidation in accordance with the terms of its Charter and as set forth in the prospectus issued in connection with the Company’s initial public offering.

~~Item~~In 9order to provide for the disbursement of funds from the Company’s trust account (the “Trust Account”), the Company has instructed the trustee of the Trust Account, to take all necessary actions to liquidate the securities held in the Trust Account.01 The proceeds of the Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. ~~Financial~~Record ~~Statements~~holders ~~and~~of ~~Exhibits~~the Public Shares will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of the Public Shares held in “street name,” however, will not need to take any action in order to receive the expected per-share redemption price. The redemption of the Public Shares is expected to be completed by December 29, 2022.

~~(c)~~There ~~Exhibits:~~will be no redemption rights or liquidating distributions with respect to the Company’s rights issued as part of the units in the Company’s initial public offering.

Exhibit No.		Description
1.1		Amendment to the amended and restated investment management trust agreement, dated as of June 3, 2022, between SPK Acquisition Corp. and Continental Stock Transfer & Trust Company dated September 9, 2022
3.1		Amendment to the Amended and Restated Certificate of Incorporation of SPK Acquisition Corp., dated September 9, 2022
10.1		Subscription Agreement, dated as of September 8, 2022 among SPK Acquisition Corp., Varian Biopharmaceuticals, Inc. and Alpha Capital Anstalt
99.1		Promissory Note, dated as of September 8, 2022 from the Registrant to Alpha Capital Anstalt

SIGNATURES

~~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.

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: December 23, 2022	SPK ACQUISITION CORP.

	By:	/s/ Sophie Tao
	Name:	Sophie Tao
	Title:	Chief Executive Officer

Dated: September 13, 2022	SPK ACQUISITION CORP.
	By:	/s/ Sophie Tao
	Name:	Sophie Tao
	Title:	Chief Executive Officer

Filing Compare · SPK Acquisition Corp.