SPK Acquisition : Current Report (Form 8-K)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

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

May 24, 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		NASDAQCapital Market
Common Stock, par value $0.0001 per share		SPK		NASDAQCapital Market
Rights, each to receive one-tenth of a share of Common Stock		SPKAR		NASDAQCapital Market

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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On February 24, 2022, SPK Acquisition Corp. ("SPK" or the "Company") 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 Securities and Exchange Commission (the "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.

The Company's management believes that the Company's previously issued audited balance sheet as of June 10, 2021, filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on June 10, 2021 should no longer be relied upon. Similarly, other communications or financial information relating to the audited balance sheet as of June 10, 2021 should no longer be relied upon.

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: May 24, 2022

SPK ACQUISITION CORP.

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