[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) Presents the unaudited condensed financial statements and management's discussion for Spark I Acquisition Corporation [Item 1. Financial Statements of Spark I Acquisition Corporation](index=4&type=section&id=Item%201.%20Financial%20Statements%20of%20Spark%20I%20Acquisition%20Corporation) Presents Spark I Acquisition Corporation's unaudited condensed financial statements and comprehensive notes for the periods ended June 30, 2025, and December 31, 2024 [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Presents the company's financial position, detailing assets, liabilities, and shareholders' deficit at specific dates Condensed Balance Sheets (Unaudited) | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :----------------------------------- | :-------------- | :------------------ | | **ASSETS** | | | | Cash | $1,101,828 | $375,403 | | Prepaid expenses | $74,661 | $104,411 | | Total Current Assets | $1,176,489 | $479,814 | | Investments held in trust | $109,172,314 | $106,926,172 | | Total Assets | $110,348,803 | $107,405,986 | | **LIABILITIES AND SHAREHOLDERS' DEFICIT** | | | | Accrued expenses and offering costs | $843,123 | $505,218 | | Related party payable | $3,500 | $3,500 | | Note payable - Sponsor | $1,000,000 | — | | Convertible note payable - Sponsor | $1,540,000 | — | | Sponsor advance | — | $840,000 | | Total Current Liabilities | $3,386,623 | $1,348,718 | | Deferred underwriting fee payable | $3,500,000 | $3,500,000 | | Total Liabilities | $6,886,623 | $4,848,718 | | Class A ordinary shares subject to possible redemption | $109,172,314 | $106,926,172 | | Total Shareholders' Deficit | $(5,710,134) | $(4,368,904) | | Total Liabilities and Shareholders' Deficit | $110,348,803 | $107,405,986 | [Condensed Unaudited Statements of Operations](index=5&type=section&id=Condensed%20Unaudited%20Statements%20of%20Operations) Details the company's revenues, expenses, and net income for the specified interim periods Condensed Unaudited Statements of Operations | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Administrative fee - related party | $285,650 | $331,465 | $555,300 | $652,680 | | Formation and operating expenses | $478,217 | $138,726 | $785,932 | $373,443 | | TOTAL EXPENSES | $763,867 | $470,191 | $1,341,232 | $1,026,123 | | Interest Income | $1 | $2 | $2 | $3 | | Unrealized gain on investments held in Trust Account | $1,126,449 | $1,341,032 | $2,246,142 | $2,667,341 | | TOTAL OTHER INCOME | $1,126,450 | $1,341,034 | $2,246,144 | $2,667,344 | | Net income | $362,583 | $870,843 | $904,912 | $1,641,221 | | Basic and diluted net income per share, Class A ordinary shares | $0.02 | $0.05 | $0.06 | $0.10 | | Basic and diluted net income per Class B ordinary share | $0.02 | $0.05 | $0.06 | $0.10 | [Condensed Unaudited Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Unaudited%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Outlines changes in equity components, including net income and remeasurement adjustments, over the reporting period - The Company's total shareholders' deficit **increased from $(4,368,904)** at **January 1, 2025**, **to $(5,710,134)** at **June 30, 2025**, primarily due to net income being offset by remeasurement adjustments of Class A ordinary shares subject to possible redemption[11](index=11&type=chunk) - For the six months ended **June 30, 2025**, net income was **$904,912**, while the remeasurement of Class A ordinary shares subject to possible redemption resulted in a **decrease of $2,246,142**[11](index=11&type=chunk) [Condensed Unaudited Statements of Cash Flows](index=7&type=section&id=Condensed%20Unaudited%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities for the interim periods Condensed Unaudited Statements of Cash Flows | Cash Flow Activity | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net income | $904,912 | $1,641,221 | | Interest earned on investments held in Trust Account | $(2,246,142) | $(2,667,341) | | Net Cash Used In Operating Activities | $(973,575) | $(932,964) | | Proceeds from Convertible note payable - Sponsor | $700,000 | — | | Proceeds from Note payable - Sponsor | $1,000,000 | — | | Net Cash Provided By Financing Activities | $1,700,000 | — | | Net change in cash | $726,425 | $(932,964) | | Cash at beginning of period | $375,403 | $1,404,174 | | Cash at end of period | $1,101,828 | $471,210 | | Conversion of Sponsor advance to convertible note payable - Sponsor | $840,000 | — | [Notes to Condensed Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Unaudited%20Financial%20Statements) Provides detailed explanations and disclosures supporting the condensed financial statements [NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN](index=8&type=section&id=NOTE%201%20%E2%80%94%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS%20AND%20GOING%20CONCERN) Describes the company's formation, business purpose, IPO details, and assesses its ability to continue as a going concern - Spark I Acquisition Corporation was **formed on July 12, 2021**, as a blank check company to effect a business combination, and has **not generated operating revenues to date**, generating non-operating income from interest on IPO proceeds[16](index=16&type=chunk)[17](index=17&type=chunk) - The Company consummated its **Initial Public Offering of 10,000,000 units** at **$10.00 per unit** on **October 11, 2023**, generating **$100,000,000 gross proceeds**, with **$10.05 per unit** placed in a Trust Account[18](index=18&type=chunk)[21](index=21&type=chunk) - Public shareholders have redemption rights for their shares, but the Company will not redeem shares if net tangible assets fall below **$5,000,001**[22](index=22&type=chunk)[24](index=24&type=chunk) - If a business combination is not completed by **September 29, 2026**, the Company will **redeem 100% of public shares and liquidate**[27](index=27&type=chunk) - As of **June 30, 2025**, the Company had a working capital **deficit of $2,210,134**, and management has determined that its liquidity condition **raises substantial doubt about its ability to continue as a going concern** for the next twelve months[32](index=32&type=chunk)[34](index=34&type=chunk) [NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=14&type=section&id=NOTE%202%20%E2%80%94%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines the key accounting principles and methods applied in preparing the financial statements - The Company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[40](index=40&type=chunk)[41](index=41&type=chunk) - **Class A ordinary shares subject to possible redemption are classified as temporary equity**, with changes in redemption value recognized immediately and adjusted at each reporting period[43](index=43&type=chunk)[44](index=44&type=chunk) Class A Ordinary Shares Subject to Possible Redemption Reconciliation | Period | Amount ($) | Shares | | :------------------------------------------ | :------------- | :--------- | | Class A ordinary shares subject to possible redemption, January 1, 2024 | $101,677,510 | 10,000,000 | | Remeasurement adjustment on redeemable ordinary shares | $2,667,341 | — | | Class A ordinary shares subject to possible redemption, June 30, 2024 | $104,344,851 | 10,000,000 | | Class A ordinary shares subject to possible redemption, January 1, 2025 | $106,926,172 | 10,000,000 | | Remeasurement adjustment on redeemable ordinary shares | $2,246,142 | — | | Class A ordinary shares subject to possible redemption, June 30, 2025 | $109,172,314 | 10,000,000 | - **Net income per ordinary share is computed using the two-class method**, excluding the remeasurement adjustment for redeemable Class A Ordinary Shares[47](index=47&type=chunk) Basic and Diluted Net Income Per Ordinary Share | Share Class | Period | Numerator: Allocation of net income, as adjusted ($) | Denominator: Basic and diluted weighted average shares outstanding | Basic and diluted net income per share ($) | | :-------------------------- | :----------------------- | :--------------------------------------------- | :--------------------------------------------------------------- | :------------------------------------- | | Class A Redeemable ordinary shares | Six months ended June 30, 2025 | $551,034 | 10,000,000 | $0.06 | | Class A Redeemable ordinary shares | Six months ended June 30, 2024 | $999,399 | 10,000,000 | $0.10 | | Class B Non-redeemable ordinary shares | Six months ended June 30, 2025 | $353,878 | 6,422,078 | $0.06 | | Class B Non-redeemable ordinary shares | Six months ended June 30, 2024 | $641,822 | 6,422,078 | $0.10 | | Class A Redeemable ordinary shares | Three months ended June 30, 2025 | $220,790 | 10,000,000 | $0.02 | | Class A Redeemable ordinary shares | Three months ended June 30, 2024 | $530,288 | 10,000,000 | $0.05 | | Class B Non-redeemable ordinary shares | Three months ended June 30, 2025 | $141,793 | 6,422,078 | $0.02 | | Class B Non-redeemable ordinary shares | Three months ended June 30, 2024 | $340,555 | 6,422,078 | $0.05 | - The Company is **not subject to income taxation by the Government of the Cayman Islands**, and therefore, income taxes are not reflected in its financial statements[52](index=52&type=chunk) - **Investments held in the Trust Account are primarily in U.S. government securities or money market funds** meeting Rule 2a-7 conditions, with fair value approximating carrying amounts[55](index=55&type=chunk)[56](index=56&type=chunk) - The Company accounts for **Public and Private Placement Warrants as equity**, provided they meet ASC 815-40 criteria; otherwise, they would be recorded as liabilities and re-measured[60](index=60&type=chunk) - The Company is **assessing the impact of recently issued accounting standards** ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Disaggregation of Income Statement Expenses), effective for annual periods ending **December 31, 2025**, and **December 15, 2026**, respectively[62](index=62&type=chunk)[63](index=63&type=chunk) [NOTE 3 — INITIAL PUBLIC OFFERING](index=19&type=section&id=NOTE%203%20%E2%80%94%20INITIAL%20PUBLIC%20OFFERING) Details the terms and proceeds of the company's initial public offering - The Company **sold 10,000,000 Units** at **$10.00 per Unit** in its **Initial Public Offering**, with each Unit consisting of **one Class A ordinary share and one-half of one redeemable Public Warrant**[64](index=64&type=chunk) [NOTE 4 — PRIVATE PLACEMENTS](index=19&type=section&id=NOTE%204%20%E2%80%94%20PRIVATE%20PLACEMENTS) Describes the private placement of warrants to the Sponsor and related terms - The Sponsor **purchased 8,490,535 Private Placement Warrants** at **$1.00 each**, generating **$8,490,535**, with proceeds added to the Trust Account[65](index=65&type=chunk)[66](index=66&type=chunk) - Private Placement Warrants are not transferable until **30 days** after a Business Combination and **will expire worthless if a Business Combination is not completed** within the Combination Period[67](index=67&type=chunk) [NOTE 5 — RELATED PARTIES](index=21&type=section&id=NOTE%205%20%E2%80%94%20RELATED%20PARTIES) Discloses transactions and agreements with the company's Sponsor and other related entities - The Sponsor **received 6,870,130 Founder Shares (Class B ordinary shares)** for **$25,000** in offering costs on **December 8, 2021**[68](index=68&type=chunk) - On **October 10, 2023**, the Sponsor **forfeited 448,052 Class B ordinary shares** due to the underwriter not exercising the over-allotment option[70](index=70&type=chunk) - The Sponsor has agreed to a **lock-up period for Founder Shares**, generally **one year after a Business Combination**, with certain exceptions[72](index=72&type=chunk) - The Company **agreed to pay the Sponsor $300,000 for administrative support**, prepaid in **2021**, with **$0 remaining** at **June 30, 2025**[73](index=73&type=chunk) - The Sponsor or affiliates may provide **Working Capital Loans**, which can be repaid without interest upon Business Combination or converted into warrants[74](index=74&type=chunk) - On **January 28, 2025**, the Company **issued an unsecured convertible promissory note** to the Sponsor for **up to $1,900,000**, with **$1,540,000 outstanding** as of **June 30, 2025**, which can be converted into warrants upon a Business Combination[76](index=76&type=chunk) - On **June 25, 2025**, the Company **issued a second unsecured promissory note** to the Sponsor for **up to $2,500,000**, with **$1,000,000 borrowed** as of **June 30, 2025**[77](index=77&type=chunk) [NOTE 6 — COMMITMENTS AND CONTINGENCIES](index=23&type=section&id=NOTE%206%20%E2%80%94%20COMMITMENTS%20AND%20CONTINGENCIES) Identifies the company's contractual obligations, potential liabilities, and forward purchase agreements - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants are **entitled to registration rights**[79](index=79&type=chunk) - The Company **paid underwriters a $2,000,000 cash discount** and owes a deferred underwriting fee of **$3,500,000**, payable upon completion of a Business Combination[81](index=81&type=chunk)[82](index=82&type=chunk) - A **forward purchase agreement with SparkLabs Group Management, LLC provides for the purchase of at least $115,000,000 in forward purchase units**, but the forward purchaser can terminate its commitment[83](index=83&type=chunk) [NOTE 7 — SHAREHOLDERS' DEFICIT](index=25&type=section&id=NOTE%207%20%E2%80%94%20SHAREHOLDERS'%20DEFICIT) Details the authorized and outstanding share capital, including Class A and Class B ordinary shares - The Company is **authorized to issue 5,000,000 preference shares** and **500,000,000 Class A ordinary shares**; none were issued or outstanding as of **June 30, 2025**, excluding shares subject to redemption[85](index=85&type=chunk)[86](index=86&type=chunk) - As of **June 30, 2025**, there were **6,422,078 Class B ordinary shares** issued and outstanding, with **up to 3,435,065 subject to forfeiture**[88](index=88&type=chunk) - **Founder Shares (Class B ordinary shares) automatically convert into Class A ordinary shares** upon a business combination, or earlier at the holder's option[89](index=89&type=chunk) - Subsequent to the balance sheet date, on **July 9, 2025**, the **Sponsor converted 4,000,000 Class B ordinary shares into Class A ordinary shares**[87](index=87&type=chunk) [NOTE 8 — WARRANTS](index=25&type=section&id=NOTE%208%20%E2%80%94%20WARRANTS) Provides information on outstanding public and private warrants, including exercise and redemption terms - As of **June 30, 2025**, there were **13,490,535 warrants outstanding**, comprising **8,490,535 private** and **5,000,000 public warrants**[91](index=91&type=chunk) - **Public Warrants become exercisable on the later of 30 days after a Business Combination or 12 months from the IPO closing, expiring five years after a Business Combination**[92](index=92&type=chunk) - The Company may **redeem outstanding Public Warrants** if the Class A ordinary share price **equals or exceeds $18.00** for **10 trading days** within a **20-trading day period**[95](index=95&type=chunk)[98](index=98&type=chunk) [NOTE 9 — FAIR VALUE MEASUREMENTS](index=29&type=section&id=NOTE%209%20%E2%80%94%20FAIR%20VALUE%20MEASUREMENTS) Explains the valuation methodologies for financial instruments, particularly investments held in the Trust Account Fair Value Measurements (Level 1 Assets) | Description | Level | June 30, 2025 ($) | Level | December 31, 2024 ($) | | :-------------------------- | :---- | :-------------- | :---- | :------------------ | | Investments held in Trust Account | 1 | $109,172,314 | 1 | $106,926,172 | - **Investments held in the Trust Account are classified as Level 1 measurements**, reflecting their valuation based on quoted prices for identical instruments in active markets[100](index=100&type=chunk) [NOTE 10 — SEGMENT INFORMATION](index=29&type=section&id=NOTE%2010%20%E2%80%94%20SEGMENT%20INFORMATION) States the company operates as a single segment and presents key performance metrics reviewed by management - The Company **operates as a single operating segment**, with the Chief Executive Officer reviewing overall operating results to allocate resources and assess performance[103](index=103&type=chunk)[104](index=104&type=chunk) Key Performance Metrics Reviewed by CODM | Metric | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | | :------------------ | :----------------------------- | :----------------------------- | :------------------------------- | :------------------------------- | | Loss from operations | $(1,341,232) | $(1,026,123) | $(763,867) | $(470,191) | | Total other income | $2,246,144 | $2,667,344 | $1,126,450 | $1,341,034 | | Net income | $904,912 | $1,641,221 | $362,583 | $870,843 | [NOTE 11 — SUBSEQUENT EVENTS](index=30&type=section&id=NOTE%2011%20%E2%80%94%20SUBSEQUENT%20EVENTS) Reports significant events occurring after the balance sheet date, including extension approvals and redemptions - On **July 8, 2025**, shareholders **approved an extension for the business combination deadline from July 11, 2025, to September 29, 2026**[108](index=108&type=chunk) - In connection with the extension, the **Sponsor agreed to convert 4,000,000 Class B ordinary shares into Class A ordinary shares**[109](index=109&type=chunk) - **Holders of 7,763,287 Class A Ordinary Shares exercised redemption rights for approximately $84.8 million**, **leaving about $24.4 million in the Trust Account**[110](index=110&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, business combination search, and liquidity challenges, including the going concern assessment - The Company is a **blank check company formed on July 12, 2021**, focused on effecting a business combination, and has **not generated operating revenues to date**[114](index=114&type=chunk) - The Company **announced a non-binding LOI for a business combination with Kneron**, a full-stack edge AI solutions provider, and is actively negotiating a binding agreement[115](index=115&type=chunk) - Net income for the three months ended **June 30, 2025**, was **$362,583**, compared to **$870,843** for the same period in **2024**, primarily due to changes in operating expenses and unrealized gains on trust account investments[120](index=120&type=chunk)[121](index=121&type=chunk) - For the six months ended **June 30, 2025**, net income was **$904,912**, **down from $1,641,221** in the prior year, driven by increased operating expenses and lower unrealized gains[122](index=122&type=chunk)[123](index=123&type=chunk) - As of **June 30, 2025**, the Company **had $1,101,828** in its operating bank account and a working capital **deficit of $2,210,134**, **raises substantial doubt about its ability to continue as a going concern**[129](index=129&type=chunk)[132](index=132&type=chunk) - The Company has **no off-balance sheet arrangements** and its contractual obligations include monthly management fees and a deferred underwriting commission of **$3,500,000** payable upon a business combination[133](index=133&type=chunk)[134](index=134&type=chunk)[136](index=136&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Spark I Acquisition Corporation is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is **not required to provide quantitative and qualitative disclosures about market risk**[142](index=142&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls were effective as of June 30, 2025, with no material changes in internal control over financial reporting during Q2 2025 - As of **June 30, 2025**, the Company's disclosure controls and procedures were evaluated and **deemed effective at a reasonable assurance level**[144](index=144&type=chunk) - There were **no material changes in the Company's internal control over financial reporting** during the second quarter of **2025**[145](index=145&type=chunk) [PART II - OTHER INFORMATION](index=39&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) Covers legal proceedings, risk factors, equity sales, and other disclosures for the reporting period [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) Spark I Acquisition Corporation reported no legal proceedings as of the filing date - The Company has **no legal proceedings**[148](index=148&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) The Company refers to the risk factors detailed in its Annual Report on Form 10-K for the year ended December 31, 2024, and states there have been no material changes to these factors as of the date of this Quarterly Report - The Company refers to the risk factors detailed in its Annual Report on Form 10-K for the year ended **December 31, 2024**[149](index=149&type=chunk) - As of the date of this Quarterly Report, there have been **no material changes to the previously disclosed risk factors**[149](index=149&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The Company confirmed the consummation of its Initial Public Offering on October 11, 2023, and stated there has been no material change in the planned use of proceeds from the IPO - The **Initial Public Offering was consummated on October 11, 2023**[150](index=150&type=chunk) - There has been **no material change in the planned use of proceeds from the Initial Public Offering**[150](index=150&type=chunk) [Item 3. Defaults upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) Spark I Acquisition Corporation reported no defaults upon senior securities - The Company has **no defaults upon senior securities**[151](index=151&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Spark I Acquisition Corporation reported no mine safety disclosures - The Company has **no mine safety disclosures**[152](index=152&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the last fiscal quarter - **No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement** during the last fiscal quarter[153](index=153&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed or incorporated by reference into the Quarterly Report on Form 10-Q, including key agreements and certifications - The exhibits include the **Underwriting Agreement**, Amended and Restated Memorandum and Articles of Association, Warrant Agreement, and various other agreements and certifications[156](index=156&type=chunk) [SIGNATURES](index=41&type=section&id=SIGNATURES) Certifies the accuracy and submission of the report by the principal executive and financial officers [SIGNATURES](index=41&type=section&id=SIGNATURES) The report is **signed by James Rhee, Chairman and Chief Executive Officer**, and **Ho Min (Jimmy) Kim, Chief Financial Officer**, on **August 12, 2025**, certifying its submission in accordance with Exchange Act requirements[162](index=162&type=chunk)

| | Trading | Name of each exchange on | | --- | --- | --- | | Title of each class | Symbol(s) | which registered | | Units, each consisting of one Class A ordinary share, | SPKLU | The Nasdaq Stock Market LLC | | $0.0001 par value, and one-half of one redeemable warrant | | | | 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 | SPKLW | The Nasdaq Stock Market LLC | | ordinary share at an exercise price of ...

IPO and Fundraising - The company completed its IPO on October 11, 2023, raising a total of $100.5 million from the sale of 10,000,000 units, with each unit priced at $10.05[18]. - A total of $100,500,000 from the IPO and private placement is held in a trust account for the benefit of public shareholders, with specific conditions for release[20]. - A total of $115,000,000 is planned to be raised through a forward purchase agreement and additional funds from PIPE investors if needed[45]. - The company had access to $8,490,535 following the IPO and the sale of Private Warrants to cover potential claims and liquidation costs[102]. - As of December 31, 2024, the company had $375,403 in cash outside its trust account and a working capital deficit of $868,904[128]. - The company has approximately $2,200,000 available outside the trust account to fund working capital requirements until at least July 11, 2025[177]. - The company has $100,500,000 in net proceeds from the IPO, which may only be invested in direct U.S. Treasury obligations with a maturity of 185 days or less or in certain money market funds[187]. Business Combination Plans - The company has signed a non-binding letter of intent for a business combination with Kneron Holding Corporation, a provider of edge AI solutions, and is actively negotiating terms for a binding agreement[17][31]. - The company is targeting late-stage technology startups in Asia or U.S. companies with a strong Asia presence, focusing on those with an enterprise value greater than $1 billion[25]. - The company has identified and prioritized initial targets within the SparkLabs Group ecosystem for potential business combinations[31]. - The company has a strategy to leverage its network and relationships within the SparkLabs Group to source acquisition opportunities[26]. - The company must complete its initial business combination with a fair market value equal to at least 80% of the net assets held in the trust account[36]. - The completion of the business combination with Kneron is subject to due diligence, negotiation of a definitive agreement, and approval from both boards and shareholders[49]. - The company has a letter of intent for a potential initial business combination with Kneron and another company in the hospitality software space, but these are non-binding and may not lead to a successful transaction[146]. Due Diligence and Risk Management - The company will conduct thorough due diligence on prospective target businesses, including financial and operational reviews[34]. - The company intends to conduct extensive due diligence on prospective target businesses, including management meetings and financial reviews[52]. - The management team will assess risks inherent in target businesses, but cannot guarantee all risks will be identified[50]. - The company may not have the resources to diversify operations post-business combination, which could increase risk exposure[56]. - The company may face intense competition from other entities in identifying and acquiring target businesses, which could limit its ability to complete an initial business combination[106]. - The company may face challenges in obtaining additional financing for business combinations or operations, which could lead to restructuring or abandonment of deals[123]. Shareholder Rights and Redemption - A total of 1,788,962 public shares, or 17.89% of the 10,000,000 public shares sold in the IPO, must be voted in favor of the initial business combination for approval[77]. - Shareholder approval may be sought for the initial business combination based on various factors, including potential changes in control or significant share issuance[64]. - The company will not redeem public shares if the total cash consideration required exceeds the available cash, which would prevent the business combination from proceeding[72]. - Shareholders are restricted from redeeming more than 15% of the shares sold in the IPO without prior consent, aimed at preventing a small group from blocking the business combination[80]. - The redemption process will be conducted either through a shareholder meeting or a tender offer, based on various factors including timing and legal requirements[73]. - Shareholders can withdraw their redemption request up to two business days before the scheduled vote on the business combination[88]. - If the initial business combination is not approved, public shareholders who elected to redeem their shares will not receive any funds from the trust account[89]. - Public shareholders may receive $10.05 or less per share upon redemption, and warrants will expire worthless if the company fails to complete the business combination[149]. Regulatory and Compliance Issues - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[108]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements until it meets specific revenue or market value thresholds[115]. - The company must maintain net tangible assets of at least $5,000,001 to avoid being subject to SEC's "penny stock" rules[140]. - The company must maintain a minimum shareholders' equity of $2.5 million and at least 300 public holders to remain listed on Nasdaq[163]. - If Nasdaq delists the company's securities, it could face significant adverse consequences, including reduced liquidity and increased regulatory scrutiny[164]. - The SEC's 2024 SPAC Rules impose additional disclosure requirements and could materially affect the company's ability to complete its initial business combination[203]. Financial Obligations and Liabilities - The company has issued a Note in the principal amount of up to $1,900,000 to the Sponsor, with $840,000 advanced as of December 31, 2024[178]. - The company may need to incur additional expenses for run-off insurance to protect directors and officers from potential liabilities arising from pre-combination conduct[175]. - The company’s obligation to indemnify its officers and directors may discourage shareholders from bringing lawsuits against them for breaches of fiduciary duty[186]. - If third parties bring claims against the company, the proceeds held in the trust account could be reduced, potentially lowering the per-share redemption amount for shareholders[182]. - If the trust account is reduced below $10.05 per public share due to creditor claims, the actual redemption amount may be less than anticipated[101]. - The company may face claims of punitive damages if it distributes proceeds from the trust account to shareholders before addressing creditor claims in the event of bankruptcy[188]. Management and Governance - The company has a conflict of interest policy in place to manage potential conflicts arising from its management team and board of directors[30]. - The company has three executive officers with annual compensation of $350,000 for the CEO, $180,000 for the COO, and $25,000 for the CFO, along with $75,000 for each independent director[107]. - The company has agreed to waive redemption rights for founder shares and public shares held by management in connection with the business combination[77]. - Holders of Class A ordinary shares will not have voting rights on director elections prior to the initial business combination[210]. - The company is not currently registering Class A ordinary shares issuable upon exercise of the warrants, which may lead to warrants expiring worthless if not registered[211]. Operational Challenges - The company has no operating history and no revenues, making it difficult for investors to evaluate its ability to achieve business objectives[121]. - The company may not be able to acquire target businesses that do not meet financial statement requirements, potentially limiting acquisition opportunities[111]. - The company may depend on loans from the Sponsor or its affiliates to fund operations if net proceeds from the IPO and Private Warrants are insufficient[176]. - The company may face increased costs and decreased availability of directors and officers liability insurance, which could complicate negotiations for an initial business combination[171]. - The company may liquidate securities in the trust account to mitigate the risk of being deemed an investment company, which would reduce the amount available for public shareholders upon redemption[198]. - The company may incur additional regulatory burdens and expenses if deemed subject to the Investment Company Act, potentially hindering its business combination efforts[197].

Financial Performance - The company reported a net income of $901,986 for the three months ended September 30, 2024, with interest income from investments in the Trust Account amounting to $1,356,606[101]. - For the nine months ended September 30, 2024, the company achieved a net income of $2,543,207, driven by interest income of $4,023,947 from the Trust Account[103]. - The company incurred a net loss of $448,131 for the three months ended September 30, 2023, with total operating expenses of $373,416[104]. Trust Account and Capital Structure - As of September 30, 2024, the company had $105,701,457 in the Trust Account and a working capital deficit of $251,453[108]. - The company completed its Initial Public Offering on October 11, 2023, raising net proceeds of $100,500,000, which are held in a trust account[107]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[113]. Business Operations and Future Plans - The company has no revenues to date and does not expect to generate operating revenues until after completing its initial Business Combination[100]. - The company has engaged in substantive discussions with multiple prioritized targets for its initial Business Combination[98]. - The company plans to utilize cash from its Initial Public Offering and private placement warrants for its initial Business Combination[99]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern for the next twelve months[112].

Financial Performance - As of June 30, 2024, the company reported a net income of $870,843 for the three months ended June 30, 2024, with interest income from investments in the Trust Account amounting to $1,341,032[88]. - For the six months ended June 30, 2024, the company had a net income of $1,641,221, driven by interest income of $2,667,341 from the Trust Account[90]. - The company incurred operating expenses of $138,726 for the three months ended June 30, 2024, and $373,443 for the six months ended June 30, 2024[88][90]. Trust Account and IPO - The company completed its Initial Public Offering on October 11, 2023, raising net proceeds of $100,500,000, which are held in a Trust Account[93]. - As of June 30, 2024, the company had $104,344,851 in the Trust Account and $471,210 in its operating bank account[94]. Business Operations - The company has generated no operating revenues to date and does not expect to do so until after completing its initial Business Combination[85]. - The company is currently in discussions with multiple prioritized targets for its initial Business Combination[85]. Financial Obligations and Concerns - The company has a contractual obligation to pay $77,500 per month to its management team until the completion of the Business Combination[98]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[97]. - Management has raised substantial doubt about the company's ability to continue as a going concern for the next twelve months from the issuance of the financial statements[96].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $770,378, which includes interest income of $1,326,309 from investments held in the Trust Account[111]. - The company incurred operating expenses of $234,717 and related party administration and consulting fees of $321,215 during the three months ended March 31, 2024[111]. Revenue Generation - The company has generated no revenues to date and does not expect to generate operating revenues until after the completion of its initial Business Combination[108]. Liquidity and Capital Resources - As of March 31, 2024, the company had $932,714 in its operating bank account and $103,003,819 in the Trust Account, with a working capital of $621,857[115]. - The company may not have sufficient liquidity to fund its working capital needs for the next twelve months, raising substantial doubt about its ability to continue as a going concern[117]. Initial Public Offering - The company completed its Initial Public Offering on October 11, 2023, raising total proceeds of $100,500,000, which includes $3,500,000 of the underwriters' deferred discount[114]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024[118]. - The company has a contractual obligation to pay an aggregate of $77,500 per month to its management team until the completion of the Business Combination[121]. - The company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[120]. Business Combination - The company has identified multiple prioritized targets for its initial Business Combination and is in substantive discussions with them[108].

IPO and Financing - The company completed its IPO on October 11, 2023, issuing 10,000,000 units at $10.05 per unit, raising a total of $100,500,000[21][23]. - The private placement generated proceeds of $8,490,535 from the sale of 8,490,535 private warrants, which are identical to public warrants[22]. - The company plans to raise a total of $115,000,000 through a forward purchase agreement and additional funds from PIPE investors if needed[42]. - The company has trust funds available for a business combination initially amounting to $97,000,000, after deducting $3,500,000 of deferred underwriting fees[42]. - The trust account will not release funds until the completion of the initial business combination or by July 11, 2025, if not completed[23]. - The trust account holds $100,500,000, which may only be invested in direct U.S. Treasury obligations with a maturity of 185 days or less or in certain money market funds[148]. - The company had access to $8,490,535 following the IPO and the sale of Private Warrants to cover potential claims and liquidation costs[88]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available from the trust account[46]. - The company may need to raise additional third-party financing, which could involve dilutive equity issuances or incurring higher levels of debt[115]. - If the company requires additional capital, it may need to borrow from its Sponsor or affiliates, with no obligation for them to provide funds[141]. Business Combination Strategy - The company is focusing on late-stage technology startups in Asia or U.S. technology companies with a strong Asia presence, targeting those with an enterprise value greater than $1 billion[28]. - The company is currently in substantive discussions with multiple prioritized targets for its initial business combination[32]. - The company aims to leverage its extensive network and experience to identify and execute a business combination with companies that have strong competitive positions and growth potential[27][37]. - The company is particularly interested in companies that have experienced positive performance due to disruptive strategies and changes in consumer behavior[28]. - The company will conduct thorough due diligence on prospective target businesses, including financial and operational reviews[35]. - The company may pursue business combinations outside of its management's area of expertise, which could hinder the evaluation of significant risk factors[173]. - The company has identified general criteria for evaluating target businesses, but may enter into combinations with targets that do not meet these criteria, potentially affecting success[174]. - The company is not required to obtain an independent valuation opinion for its business combination, relying instead on the judgment of its board of directors[175]. - The company may engage in business combinations with targets affiliated with its Sponsor or management, raising potential conflicts of interest[200]. Shareholder Rights and Redemption - Shareholder approval may be required for the initial business combination, depending on various factors including the percentage of shares issued[55]. - The company may conduct redemptions without a shareholder vote under certain conditions, but will seek approval if required by law[54]. - A public shareholder can redeem up to 15% of the shares sold in the IPO without prior consent, which is aimed at preventing large block accumulations[69]. - The company will not proceed with redemptions if the business combination does not close, ensuring that all submitted shares for redemption will be returned[61]. - If shareholder approval is sought, a majority of the ordinary shares must vote in favor of the business combination for it to be approved[66]. - The redemption process will be conducted either through a shareholder meeting or a tender offer, based on the company's discretion[64]. - The company will disclose any purchases of shares outside the redemption process in a Form 8-K prior to the security holder meeting[62]. - Shareholders must tender their shares electronically or physically to exercise their redemption rights, with a deadline set prior to the vote on the business combination[72]. - The company will not redeem shares if it would cause net tangible assets to fall below $5,000,001, avoiding SEC's "penny stock" rules[63]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules, and cannot complete the business combination until this period expires[68]. Risks and Challenges - The company may face intense competition from other entities in identifying and acquiring target businesses, which may limit its ability to pursue larger acquisitions[91]. - The ongoing instability in global markets and concerns over inflation and recession could further complicate the company's business combination efforts[119]. - Market volatility and geopolitical conditions, including the conflict between Russia and Ukraine and tensions in the Middle East, have adversely affected the company's search for a business combination[118]. - The company may face challenges in conducting due diligence on potential targets due to time constraints as the dissolution deadline approaches[117]. - If the company fails to complete an initial business combination, public shareholders may suffer material losses and may not receive their pro rata share of funds in the trust account until liquidation[116]. - The company may not have sufficient funds to satisfy indemnification claims, which could further reduce the trust account available for public shareholders[145]. - The company may incur substantial debt to complete an initial business combination, which could adversely affect leverage and financial condition[205]. - The company may face increased vulnerability to adverse economic and regulatory changes due to its reliance on a single business or limited product offerings[208]. Management and Governance - The management team and board of directors have potential conflicts of interest due to their affiliations but believe these will not significantly impact the search for acquisition targets[34]. - The company’s management team has agreed to waive their rights to liquidating distributions from the trust account for founder shares if the initial business combination is not completed by the deadline[80]. - The company is dependent on a small group of executive officers and directors, and their loss could adversely affect operations[185]. - The unexpected loss of key personnel could have a detrimental effect on the company's ability to operate effectively[186]. - The company’s ability to successfully complete its initial business combination is heavily reliant on the efforts of key personnel, whose loss could negatively impact operations and profitability[187]. - Key personnel may negotiate employment or consulting agreements that could create conflicts of interest regarding the most advantageous business combination[189]. - The company’s executive officers and directors may have conflicts of interest due to their commitments to other businesses, potentially affecting the completion of the initial business combination[193]. - The independent directors may choose not to enforce indemnification obligations, which could further impact the funds available for distribution to public shareholders[146]. Regulatory and Compliance - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including not being required to comply with auditor attestation requirements[98]. - The company is subject to the rules and regulations of the Exchange Act after filing a Registration Statement on Form 8-A with the SEC[96]. - The SEC issued final rules on January 24, 2024, regarding special purpose acquisition companies, which may lead to increased compliance costs and uncertainty[158]. - If the company is deemed an investment company under the Investment Company Act, it may face additional regulatory burdens and expenses, hindering its ability to complete a business combination[153]. - The company plans to liquidate securities in the trust account and hold funds in cash to mitigate the risk of being deemed an investment company, which could reduce the amount available for public shareholders[155]. Miscellaneous - The company does not plan to buy unrelated businesses or assets, focusing instead on completing a business combination[152]. - The company may reincorporate in another jurisdiction in connection with its initial business combination, which could impose taxes on shareholders[183]. - The company may issue additional shares that could dilute existing shareholders' interests, particularly if anti-dilution provisions are triggered[180]. - The company may only complete one business combination with the proceeds of the IPO and the sale of Private Warrants, leading to a lack of diversification and potential negative impacts on operations and profitability[206]. - The company may face increased costs and decreased availability of directors and officers liability insurance may hinder the company's ability to negotiate initial business combinations[138].

Financial Performance - The company reported a net loss of $448,131 for the three months ended September 30, 2023, compared to a net loss of $277,169 for the same period in 2022, reflecting an increase of 62% in losses year-over-year [103]. - For the nine months ended September 30, 2023, the company had a net loss of $1,244,541, up from $892,158 in the same period in 2022, indicating a year-over-year increase of 39% [103]. - The company has not generated any revenues to date and does not expect to do so until after the completion of its Business Combination [102]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on October 11, 2023, raising gross proceeds of $100,000,000 from the sale of 10,000,000 Units at $10.00 per Unit [106]. - In conjunction with the IPO, the company sold 8,490,535 Private Placement Warrants at $1.00 each, generating additional gross proceeds of $8,490,535 [106]. - A total of $100,500,000 was placed in the Trust Account following the IPO and private placements, with an offering cost of $6,590,678 incurred [107]. - The underwriters are entitled to a deferred underwriting commission of 3.5% per unit, totaling $3,500,000, contingent upon the completion of the initial Business Combination [117]. Use of Funds - The company plans to use substantially all funds in the Trust Account to complete its initial Business Combination, with remaining proceeds allocated for working capital and growth strategies [108]. Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2023, and incurs a monthly fee of $69,167 to its management team [116][113]. - The company may need to raise additional capital to finance transaction costs or working capital deficits, which could impact its ability to continue as a going concern [112].