Announcement • Jun 12
ZincFive, Inc entered into a definitive business combination agreement to acquire Spark I Acquisition Corporation (NasdaqGM:SPKL) in a reverse merger transaction for $600 million. ZincFive, Inc entered into a definitive business combination agreement to acquire Spark I Acquisition Corporation (NasdaqGM:SPKL) in a reverse merger transaction for $600 million on June 11, 2026. Upon completion, is expected to result in ZincFive becoming a Nasdaq-listed company under the ticker symbol ZFIV and under the name “ZincFive, Inc".
The transaction is subject to subject to antitrust regulations, minimum balance sheet requirements, approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer shareholders, approval of offer by acquirer board, approval of offer by target shareholders, dissenters rights limited, registration statement effectiveness(S-4 / F-4) and listing / approval of new shares on stock exchange. The deal has been unanimously approved by the board which is expected to close in the second half of 2026. Net proceeds from the transaction will be used to fund ZincFive’s growth investments, commercial deployment, and build-out of U.S. manufacturing.
Cantor Fitzgerald & Co is acting as exclusive financial advisor to ZincFive and lead placement agent for the PIPE; and Chardan is acting as capital markets advisor to ZincFive. Peter Byrne,Yvan-Claude Pierre and Garth Osterman of Cooley LLP is serving as legal advisor to ZincFive. Kenji Strait,Ethan Lutske,Austin March and Andrew Hoffman of Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal advisor to Spark I. Latham & Watkins LLP is acting as legal advisor to Cantor. ICR, Inc. is serving as strategic communications advisor to ZincFive. Continental Stock Transfer & Trust Company acted as transfer agent to Spark I Acquisition Corporation. Board Change • May 20
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 8 experienced directors. No highly experienced directors. Independent Director Shin-Bae Kim was the last director to join the board, commencing their role in 2021. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Announcement • May 19
Spark I Acquisition Corporation Receives Non-Compliance Notice with Nasdaq Listing Rule On May 14, 2026, Spark I Acquisition Corporation received a written notice (the “ Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“ Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5450(a)(2) (the “ Minimum Total Holders Rule”), which requires the Company to have at least 400 “Total Holders” (defined as both beneficial holders and holders of record) of the Company’s ordinary shares for continued listing on the Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Global Market. The Notice stated that Company has 45 days to submit a plan to regain compliance with the Minimum Total Holders Rule. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Total Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. The Company intends to submit a plan with Nasdaq on or before June 29, 2026 to maintain its Nasdaq listing. 
