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| CIK | 1848097 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to SPK Acquisition Corp
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 15, 2023 |
SPK / SPK Acquisition Corp. / ATW SPAC MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SPK Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 848651204 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 14, 2023 |
SPK / SPK Acquisition Corp. / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SPK Acquisition Corp. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 848651204 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropr |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) SPK Acquisition Corp. (Name of Issuer) Common stock, $0.0001 par value (Title of Class of Securities) 848651105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the Approp |
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| February 13, 2023 |
US8486511053 / SPK Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d429397dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SPK Acquisition Corp (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 848651105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check |
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| December 29, 2022 |
Termination of a Material Definitive Agreement, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No, 1 To Form 8-K 8-K/A Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 29, 2022 (December 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 |
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| December 29, 2022 |
RW 1 corresp.htm Room 368, 302 Buwei 211 Fute North Road, China (Shanghai) Pilot Free Trade Zone, 200131 December 29, 2022 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington D.C. 20549-7010 Re: Registration Statement on Form S-4 (File No. 333-263200) Last Filed October 21, 2022 Ladies and Gentlemen: Pursu |
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| December 27, 2022 |
Termination of a Material Definitive Agreement, Other Events 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 December 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 |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40462 SPK ACQUISITION |
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| October 21, 2022 |
As filed with the U.S. Securities and Exchange Commission on October 21, 2022 As filed with the U.S. Securities and Exchange Commission on October 21, 2022 Registration No. 333-263200 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 To S-4/A Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPK Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1373795 (State or other jurisdiction o |
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| September 16, 2022 |
US8486511053 / SPK Acquisition Corp. / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 13, 2022 |
EXHIBIT 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPK ACQUISITION CORP. September 9, 2022 SPK Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?SPK Acquisition Corp.? The original certificate of incorporation of the Corporation was fi |
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| September 13, 2022 |
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, 2022 (September 08, 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) (Comm |
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| September 13, 2022 |
EXHIBIT 99.1 5% PROMISSORY NOTE $50,000 September 8, 2022 FOR VALUE RECEIVED, SPK Acquisition Corp., a Delaware corporation (the ?Maker?) promises to pay to the order of Alpha Capital Anstalt, or its registered assigns (the ?Payee?), upon the terms set forth below, the principal sum of Fifty Thousand Dollars ($50,000) plus interest on the unpaid principal sum outstanding at the rate of 5% per annu |
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| September 13, 2022 |
EXHIBIT 10.1 PROMISSORY NOTE SUBSCRIPTION AGREEMENT This Promissory Note Subscription Agreement is made September 8, 2022 among SPK Acquisition Corp., a Delaware corporation (?SPK?), Varian Biopharmaceuticals, Inc., a Delaware corporation (?Varian?) and Alpha Capital Anstalt, a Liechtenstein anstalt (?Alpha?). 1. Alpha and Varian each hereby subscribe for and agree to purchase an unsecured, non-co |
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| September 13, 2022 |
EXHIBIT 1.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of September 9, 2022, to the Amended and Restated Investment Management Trust Agreement (as defined below) is made by and between SPK Acquisition Corp. (the ?Company?) and Continental Stock Transfer & Trust Company, as trustee (?Trustee?). All terms used b |
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| August 22, 2022 |
DEF 14A 1 def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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| August 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confi |
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| August 19, 2022 |
CORRESP 1 filename1.htm 345 Park Avenue New York, NY 10154-1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 August 19, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: SPK Acquisition Corp. Amendment No. 1 to Preliminary Proxy Statement on Form 14A Filed August 1, 2022 File No. 001 |
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| August 17, 2022 |
345 Park Avenue New York, NY 10154-1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 August 17, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: SPK Acquisition Corp. Preliminary Proxy Statement on Form 14A Filed August 1, 2022 File No. 001-40462 Attention: Joshua Gorsky and Dorrie |
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| August 17, 2022 |
PRER14A 1 sc14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Pro |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40462 SPK ACQUISITION CORP |
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| August 1, 2022 | ||
| July 13, 2022 |
Description of Registrant’s Securities Exhibit 4.5 DESCRIPTION OF SECURITIES General As of July 13, 2022 SPK Acquisition Corp. had 6,596,275 shares of common stock are outstanding, and has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (1) our units; (2) our common stock; and (3) our rights. The following description of our units, common stock, and rights |
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| July 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39827 SPK |
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| June 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 2) Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 17, 2022 (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 incorporati |
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| June 17, 2022 |
Form of Securities Purchase Agreement EXHIBIT 10.15 FORM OF SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 11, 2022, is by and among Varian Biopharmaceuticals Inc., a Florida corporation with offices located at 4851 Tamiami Trail North, Suite 200 Naples, FL 34103 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” |
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| June 17, 2022 |
Exhibit 99-1 SPK Acquisition Corp. Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of June 10, 2021 (As Restated) F-3 Notes to Financial Statement (As Restated) F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of SPK Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying bala |
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| June 17, 2022 |
As filed with the U.S. Securities and Exchange Commission on June 17, 2022 As filed with the U.S. Securities and Exchange Commission on June 17, 2022 Registration No. 333-263200 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To S-4/A Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPK Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1373795 (State or other jurisdiction of i |
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| June 17, 2022 |
EXHIBIT 10.16 FORM OF SENIOR SECURED NOTE THE ISSUANCE AND SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF |
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| June 17, 2022 |
EXHIBIT 10.13 Execution Version VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of February 11, 2022, by and among Varian Biopharmaceuticals, Inc., a Florida corporation (the “Company”), SPK Acquisition Corp., a Delaware corporation (“Parent”), Todd Wider (“Wider”), Keystone Capital Partners, LLC (“Keystone”), Paul E. Mann (“Mann”), Jonathan Lewis (“Lewis”), Jeffrey B. Davis ( |
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| June 17, 2022 |
Form of restrictive covenant AGREEMENT EXHIBIT 10.12 Form of restrictive covenant AGREEMENT This Restrictive Covenant Agreement (this “Agreement”) is made and entered into as of [], 2022 by and between SPK Acquisition Corp., a Delaware corporation (“Parent”), and [], an individual (the “Restricted Party”). Parent and the Restricted Party shall each be referred to herein as a “Party” and collectively as the “Parties”. RECITALS A. This A |
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| June 17, 2022 |
Form of Restrictive Covenant Agreement EXHIBIT 10.12 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the day of , 2022 by and between Varian Biopharma Inc., a company incorporated in Delaware with a principal business address of 4851 Tamiami Trail North, Suite 200, Naples, FL 34103 (“Varian” or the “Company”) and Jonathan Lewis, M.D. PhD, an individual residing in the stat |
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| June 17, 2022 |
License Agreement between Varian Bio and Cancer Research Technology Limited Exhibit 10.14 CONFIDENTIAL DATED 5TH JULY, 2019 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (1) CANCER RESEARCH TECHNOLOGY LIMITED AND (2) VARIAN BIOPHARMA LLC Licence CONFIDENTIAL TABLE OF CONTENTS 1. INTERPRETATION 1 2. LICENCE 8 3. PE |
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| June 17, 2022 |
Form of Employment Agreement (Davis) EXHIBIT 10.11.11 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the day of July, 2020 by and between Varian Biopharma Inc., a company incorporated in Delaware with a principal business address of 4851 Tamiami Trail North, Suite 200, Naples, FL 34103 (“Varian” or the “Company”) and Jeffrey Davis, an individual residing in the state of |
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| June 7, 2022 |
345 Park Avenue New York, NY 10154-1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 June 7, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: SPK Acquisition Corp. Form 8-K Filed May 25, 2022 File No. 001-40462 Attention: Terence O’Brien On behalf of our client, SPK Acquisition Corp |
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| June 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 7, 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 |
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| May 25, 2022 |
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 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. |
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| May 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40462 SPK ACQUISITION COR |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NT 10-Q 1 spknt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001 40462 CUSIP NUMBER 848651105 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11 |
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| April 26, 2022 |
Form of restrictive covenant AGREEMENT EXHIBIT 10.12 Form of restrictive covenant AGREEMENT This Restrictive Covenant Agreement (this ?Agreement?) is made and entered into as of [], 2022 by and between SPK Acquisition Corp., a Delaware corporation (?Parent?), and [], an individual (the ?Restricted Party?). Parent and the Restricted Party shall each be referred to herein as a ?Party? and collectively as the ?Parties?. RECITALS A. This A |
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| April 26, 2022 |
EXHIBIT 10.13 Execution Version VOTING AGREEMENT This Voting Agreement (this ?Agreement?) is made as of February 11, 2022, by and among Varian Biopharmaceuticals, Inc., a Florida corporation (the ?Company?), SPK Acquisition Corp., a Delaware corporation (?Parent?), Todd Wider (?Wider?), Keystone Capital Partners, LLC (?Keystone?), Paul E. Mann (?Mann?), Jonathan Lewis (?Lewis?), Jeffrey B. Davis ( |
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| April 26, 2022 |
As filed with the U.S. Securities and Exchange Commission on April 25, 2022 As filed with the U.S. Securities and Exchange Commission on April 25, 2022 Registration No. 333-263200 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To S-4/A Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPK Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1373795 (State or other jurisdiction of |
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| April 26, 2022 |
Form of Employment Agreement (Davis) EXHIBIT 10.11.11 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (?Agreement?) is made and entered into as of the day of July, 2020 by and between Varian Biopharma Inc., a company incorporated in Delaware with a principal business address of 4851 Tamiami Trail North, Suite 200, Naples, FL 34103 (?Varian? or the ?Company?) and Jeffrey Davis, an individual residing in the state of |
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| April 26, 2022 |
License Agreement between Varian Bio and Cancer Research Technology Limited CONFIDENTIAL DATED 5TH JULY, 2019 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. |
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| April 26, 2022 |
Form of Restrictive Covenant Agreement EXHIBIT 10.12 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (?Agreement?) is made and entered into as of the day of , 2022 by and between Varian Biopharma Inc., a company incorporated in Delaware with a principal business address of 4851 Tamiami Trail North, Suite 200, Naples, FL 34103 (?Varian? or the ?Company?) and Jonathan Lewis, M.D. PhD, an individual residing in the stat |
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| March 2, 2022 |
EXHIBIT 3.4 AMENDED AND RESTATED BY-LAWS OF VARIAN BIOPHARMA, INC. ARTICLE I Offices Section 1.01 Registered Office. The registered office of VARIAN BIOPHARMA, INC. (the ?Corporation?) will be fixed in the Certificate of Incorporation of the Corporation (the ?Certificate of Incorporation?). Section 1.02 Other Offices. The Corporation may have other offices, both within and without the State of Del |
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| March 2, 2022 |
As filed with the U.S. Securities and Exchange Commission on March 1, 2022 As filed with the U.S. Securities and Exchange Commission on March 1, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPK Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-1373795 (State or other jurisdiction of incorporation or organization) ( |
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| March 2, 2022 |
EXHIBIT 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPK ACQUISITION CORP. [?], 2022 SPK Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?SPK Acquisition Corp.? The original certificate of incorporation of the Corporation was filed with the Secre |
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| March 2, 2022 |
Calculation of Registration Fee Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-4 (Form Type) SPK Acquisition Corp. |
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| February 28, 2022 |
C O R P O R A T E P A R T I C I P A N T S EXHIBIT 99.1 C O R P O R A T E P A R T I C I P A N T S Sophie Ye Tao, CEO of SPK Acquisition Corporation Philip Kwan, CFO of SPK Acquisition Corp. Jeffrey Davis, CEO of Varian Biopharmaceuticals, Inc. P R E S E N T A T I O N Sophie Ye Tao Good morning, I?m Sophie Ye Tao, CEO of SPK Acquisition Corporation. I would like to thank all of you for taking the time today to learn about SPK?s merger with |
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| February 28, 2022 |
EXHIBIT 99.2 Varian Biopharmaceuticals, Inc. and SPK Acquisition Corp. Announce Release of Investor Presentation Regarding Previously Announced Merger; Provide Corporate Update NAPLES, FL, February 28, 2022 ? Varian Biopharmaceuticals, Inc. (?Varian Bio?), a private, precision oncology company developing novel therapeutics for the treatment of cancer, and SPK Acquisition Corp. (?SPK?) (NASDAQ: SPK |
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| February 28, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 February 28, 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 |
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| February 28, 2022 |
EXHIBIT 99.3 |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39827 SPK Acquisition Corp. (E |
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| February 24, 2022 |
Description of Registrant’s Securities Exhibit 4.5 DESCRIPTION OF SECURITIES General As of February 24, 2022 SPK Acquisition Corp. had 6,596,275 shares of common stock are outstanding, and has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (1) our units; (2) our common stock; and (3) our rights. The following description of our units, common stock, and ri |
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| February 17, 2022 |
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 February 17, 2022 (February 11, 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) (Commis |
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| February 17, 2022 |
Exhibit 2.1 MERGER AGREEMENT dated February 11, 2022 by and among Varian Biopharmaceuticals, Inc., SPK Acquisition Corp., and SPK Merger Sub, Inc. TABLE OF CONTENTS Page Article I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 18 Article II MERGER 19 2.1 Merger 19 2.2 Merger Effective Time 19 2.3 Effect of the Merger 20 2.4 U.S. Tax Treatment 20 2.5 Articles of Incorporation; Bylaws 20 2.6 Closi |
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| February 17, 2022 |
Form of Lock-Up Agreement by and among SPKA and certain stockholders. Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this "Agreement") is dated as of February 11, 2022, by and between the undersigned stockholder (the "Holder") and SPK Acquisition Corp., a Delaware corporation (the "Parent"). A. Contemporaneously with entering into this Agreement, Parent, SPK Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent, and Varian Biopharmac |
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| February 17, 2022 |
Parent Support Agreement by and among SPKA and certain stockholders. Exhibit 10.1 PARENT Support AGREEMENT THIS PARENT SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of February 11, 2022, by and among Varian Biopharmaceuticals, Inc., a Florida corporation (the ?Company?), SPK Acquisition Corp., a Delaware corporation (?Parent?), SPK Merger Sub, Inc., a Delaware corporation (?Merger Sub?) and the stockholder of Parent listed on Schedule A hereto (? |
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| February 17, 2022 |
Company Support Agreement by and among SPKA, Varian Bio and certain stockholders. Exhibit 10.2 COMPANY Support AGREEMENT THIS COMPANY SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of February 11, 2022, by and among Varian Biopharmaceuticals, Inc., a Florida corporation (the ?Company?), SPK Acquisition Corp., a Delaware corporation (?Parent?), SPK Merger Sub, Inc., a Delaware corporation (?Merger Sub?) and the stockholder of the Company listed on Schedule A he |
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| February 17, 2022 |
Exhibit 99.1 Varian Biopharmaceuticals, Inc., a Precision Oncology Company, to Become Publicly Traded Through a Merger with SPK Acquisition Corp. ? Varian Biopharmaceutical is developing a proprietary atypical protein kinase C iota inhibitor in multiple formulations for a broad range of tumor types ? Combined company expected to have a post-transaction pro forma equity value of approximately $116 |
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| February 14, 2022 |
US8486511053 / SPK Acquisition Corp. / Kwan Philip Chun-Hun - SCHEDULE 13G Passive Investment SC 13G 1 spk13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 SPK Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 848651105 (CUSIP Number) D |
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| February 14, 2022 |
SPK / SPK Acquisition Corp. / ATW SPAC MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* SPK Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 848651204 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 14, 2022 |
SPOK / Spok Holdings Inc / DEPRINCE RACE & ZOLLO INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
US8486511053 / SPK Acquisition Corp. / PERISCOPE CAPITAL INC. - SCHEDULE 13G Passive Investment SC 13G 1 d205941dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SPK Acquisition Corp (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 848651105 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check |
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| February 14, 2022 |
425 1 spk425.htm 425 Varian Biopharmaceuticals, Inc., a Precision Oncology Company, to Become Publicly Traded Through a Merger with SPK Acquisition Corp. ● Varian Biopharmaceutical is developing a proprietary atypical protein kinase C iota inhibitor in multiple formulations for a broad range of tumor types ● Combined company expected to have a post-transaction pro forma equity value of approximate |
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| February 8, 2022 |
US8486511053 / SPK Acquisition Corp. / Hudson Bay Capital Management LP - SPK 13G Passive Investment SC 13G 1 spk13g.htm SPK 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* SPK Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 848651105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| January 24, 2022 |
US8486511053 / SPK Acquisition Corp. / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 22, 2021 |
SPK / SPK Acquisition Corp. / Feis Lawrence Michael - SCHEDULE 13G Passive Investment OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* SPK Acquisition Corp. (Name of Issuer) Common stock, par value $ 0.0001 (Title of Class of Securities) 848651105 (CUSIP Number) November 19 |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40462 SPK ACQUISITION C |
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| August 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40462 SPK ACQUISITION CORP. |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001 40462 CUSIP NUMBER 848651204 (Check One):? Form 10-K? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Re |
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| July 28, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 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 July 22, 2021 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 |
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| July 28, 2021 |
SPK Acquisition Corp. BALANCE SHEET (UNAUDITED) Exhibit 99.1 SPK Acquisition Corp. BALANCE SHEET (UNAUDITED) June 10, Pro Forma Adjustments As Adjusted 2021 (unaudited) (unaudited) ASSETS CURRENT ASSETS Cash $ 783,107 $ ? $ 783,107 Prepaid expenses 10,000 ? 10,000 Cash held in Trust 50,000,000 911,960 (a) 50,911,960 18,240 (b) (18,240 )(c) TOTAL ASSETS $ 50,793,107 $ 911,960 $ 51,705,067 LIABILITIES AND STOCKHOLDERS? EQUITY LIABILITIES Accounts |
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| July 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40462 SPK ACQUISITION CORP. |
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| June 30, 2021 |
SPKAU / SPK Acquisition Corp Unit / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* SPK Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 848651204 (CUSIP Number) June 9, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| June 24, 2021 |
SPKAU / SPK Acquisition Corp Unit / MMCAP International Inc. SPC - NONE Passive Investment SC 13G 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* SPK Acquisition Corp. (Name of Issuer) Units of Common Shares and Warrants (Title of Class of Securities) 848651204 (CUSIP Number) June 07, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| June 16, 2021 |
Financial Statements and Exhibits, Other Events 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 June 10, 2021 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 |
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| June 16, 2021 |
SPK ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT Exhibit 99.1 SPK ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of June 10, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of SPK Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying bala |
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| June 11, 2021 |
Exhibit 10.1 June 7, 2021 SPK Acquisition Corp. Room 368, 302 Buwei 211 Fute North Road, China (Shanghai) Pilot Free Trade Zone, 200131 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and bet |
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| June 11, 2021 |
Amended and Restated Certificate of Incorporation of SPKA. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPK ACQUISITION CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law SPK Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is SPK Acquisition Corp. 2. The Corporation?s Certificate of I |
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| June 11, 2021 |
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 June 7, 2021 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 |
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| June 11, 2021 |
EX-10.5 13 ex105.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 7, 2021, by and between SPK Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned indemnitee (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers |
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| June 11, 2021 |
EX-10.4 12 ex104.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of the 7th day of June, 2021, by and among SPK Acquisition Corp., a Delaware corporation (the “Company” ) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors” ). WHERE |
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| June 11, 2021 |
EX-4.4 8 ex44.htm EXHIBIT 4.4 Exhibit 4.4 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of June 7, 2021 between SPK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”). WHEREAS, the Company has received a firm commitment |
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| June 11, 2021 |
Underwriting Agreement, dated June 7, 2021, by and between the Registrant and Chardan Exhibit 1.1 5,000,000 Units SPK Acquisition Corp. UNDERWRITING AGREEMENT June 7, 2021 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, SPK Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (here |
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| June 11, 2021 |
Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of June 7, 2021 (“Agreement”), by and among SPK ACQUISITION CORP., a Delaware corporation (“Company”), and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”). WHEREAS, the Company has ente |
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| June 11, 2021 |
EX-10.2 10 ex102.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of June 7, 2021 by and between SPK Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333- |
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| June 11, 2021 |
Exhibit 10.6 June 7, 2021 SPK Acquisition Corp. Room 368, 302 Buwei 211 Fute North Road, China (Shanghai) Pilot Free Trade Zone, 200131 Ladies and Gentlemen: SPK Acquisition Corp. (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended (? |
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| June 8, 2021 |
$50,000,000 SPK Acquisition Corp. 5,000,000 Units Filed Pursuant to Rule 424(b)(4) Registration No. 333 – 255461 PROSPECTUS $50,000,000 SPK Acquisition Corp. 5,000,000 Units SPK Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Our efforts to identify a prospective target business wi |
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| June 7, 2021 |
For UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SPK Acquisition Corp. |
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| June 4, 2021 |
CORRESP 1 filename1.htm SPK ACQUISITION CORP. Room 368, 302 Buwei 211 Fute North Road, China (Shanghai) Pilot Free Trade Zone, 200131 June 4, 2021 VIA EDGAR & TELECOPY Ms. Maryse Mills-Apenteng Division of Corporation Finance Office of Real Estate & Construction U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: SPK Acquisition Corp. (the “Company”) Registration Stat |
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| June 3, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 5,000,000 Units SPK Acquisition Corp. UNDERWRITING AGREEMENT June , 2021 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, SPK Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (herei |
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| June 3, 2021 |
Form of Amended and Restated Certificate of Incorporation EX-3.2 3 ex32.htm Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPK ACQUISITION CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law SPK Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is SPK Acquisition Corp. 2. The Corporation’ |
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| June 3, 2021 |
As filed with the Securities and Exchange Commission on June 2, 2021 As filed with the Securities and Exchange Commission on June 2, 2021 Registration No. |
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| May 13, 2021 |
Tahra Wright Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4122 Main 212.407.4000 [email protected] Via Edgar May 13, 2021 Division of Corporation Finance Office of Trade & Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: SPK Acquisition Corp. Registration Statement on Form S-1 Filed April 23, 2021 File No. 333-255461 Dear SEC Officers: On behal |
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| May 13, 2021 |
As filed with the Securities and Exchange Commission on May 13, 2021 As filed with the Securities and Exchange Commission on May 13, 2021 Registration No. |
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| April 23, 2021 |
Exhibit 3.3 BY-LAWS OF SPK Acquisition Corp. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors (the |
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| April 23, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 5,000,000 Units SPK Acquisition Corp. UNDERWRITING AGREEMENT April , 2021 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, SPK Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (here |
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| April 23, 2021 |
Form of Subscription Agreement between Registrant and SPK Acquisition LLC. Exhibit 10.7 SUBSCRIPTION AGREEMENT TO: The Board of Directors of SPK Acquisition Corp. (the ?Company?). The undersigned hereby subscribes for 1,437,500 shares of common stock, par value $0.0001 per share (the ?Shares?) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company. The undersigned agrees to take the Shares |
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| April 23, 2021 |
EX-10.2 13 ex102.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between SPK Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-[*] |
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| April 23, 2021 |
Form of Amended and Restated Certificate of Incorporation. EX-3.2 4 ex32.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPK ACQUISITION CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law SPK Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is SPK Acquisition Corp. 2. The |
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| April 23, 2021 |
Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between SPK Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate prot |
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| April 23, 2021 |
Form of Registration Rights Agreement by and between the Registrant and Insiders. EX-10.4 15 ex104.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is entered into as of the [●] day of [●], 2021, by and among SPK Acquisition Corp., a Delaware corporation (the “Company” ) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors” ). WHEREA |
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| April 23, 2021 |
Exhibit 4.3 NUMBER SPKR RIGHTS SPK ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 848651113 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (each, a ?Right?) to automatically receive one-tenth of one share of common stock, $0.0001 par value (?Common Stock?), of SPK Acquisition Corp. (the ?Company?) |
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| April 23, 2021 |
Exhibit 4.1 NUMBER SPKU UNITS SPK ACQUISITION CORP. SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 848651204 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE RIGHT TO RECEIVE ONE-TENTH OF ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of SPK Acquisition Corp., a Delawar |
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| April 23, 2021 |
Exhibit 14 CODE OF CONDUCT AND ETHICS OF SPK ACQUISITION CORP. Adopted: [], 2021 The Board of Directors of SPK Acquisition Corp. (the “Company”) has adopted this Code of Ethics (this “Code”) to provide value for our shareholders; and ● To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ● To prompt full, fair, accurate, timely and unde |
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| April 23, 2021 |
Form of Subscription Agreement between the Registrant and the insiders for Private Units. Exhibit 10.6 [?], 2021 SPK Acquisition Corp. Room 368, 302 Buwei 211 Fute North Road, China (Shanghai) Pilot Free Trade Zone, 200131 Ladies and Gentlemen: SPK Acquisition Corp. (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended (?Sec |
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| April 23, 2021 |
Form of Audit Committee Charter. Exhibit 99.1 AUDIT COMMITTEE CHARTER OF SPK ACQUISITION CORP. Adopted: [], 2021 The responsibilities and powers of the Audit Committee of the Board of Directors (the ?Board?) of SPK Acquisition Corp. (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenever the Audit Committee takes an action, it shall exercise its independent judgment on an informed basi |
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| April 23, 2021 |
Specimen Common Stock Certificate. Exhibit 4.2 NUMBER SPK SHARES SPK ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 848651105 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF SPK ACQUISITION CORP. transferable on the books of SPK Acquisition Corp., a Delaware corporation (the |
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| April 23, 2021 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of , 2021 between SPK Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the ?Right Agent?). WHEREAS, the Company has received a firm commitment from Chardan Capital Markets, LLC (t |
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| April 23, 2021 |
Form of Insider Letter Agreement among the Registrant and the Registrant’s Officers and Directors. Exhibit 10.1 [?], 2021 SPK Acquisition Corp. Room 368, 302 Buwei 211 Fute North Road, China (Shanghai) Pilot Free Trade Zone, 200131 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and betwee |
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| April 23, 2021 |
Registration Statement - FORM S-1 As filed with the Securities and Exchange Commission on April 23, 2021 Registration No. |
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| April 23, 2021 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SPK ACQUISITION CORP. THE UNDERSIGNED, in order to form a corporation for the purposes herein stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: The name of the corporation is SPK Acquisition Corp., (hereinafter called the “Corporation”). SECOND: The registered office |
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| April 23, 2021 |
Exhibit 10.3 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of [*], 2021 (?Agreement?), by and among SPK ACQUISITION CORP., a Delaware corporation (?Company?), and the initial shareholders listed on the signature pages hereto (collectively, the ?Initial Shareholders?) CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (?Escrow Agent?). WHEREAS, the Company has entered |
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| April 23, 2021 |
EX-3.4 6 ex34.htm EXHIBIT 3.4 Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF SPK Acquisition Corp. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without th |
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| April 23, 2021 |
Form of Compensation Committee Charter. Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF SPK ACQUISITION CORP. Adopted: [], 2021 The responsibilities and powers of the Compensation Committee of the Board of Directors (the “Board”) of SPK Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Compensation Committee takes an action, it shall exercise its independent judgmen |
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| April 5, 2021 |
This is a confidential draft submission to the U.S. Securities and Exchange Commission on April 5, 2021 and is not being filed under the Securities Act of 1933, as amended Registration No. 333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPK Acquisition Corp. Delaware 6770 86-1373795 (State or other jurisdi |
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| April 5, 2021 |
Tahra Wright Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4122 Main 212.407.4000 [email protected] Via Edgar April 5, 2021 Division of Corporation Finance Office of Trade & Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: SPK Acquisition Corp. Draft Registration Statement on Form S-1 Submitted March 1, 2021 CIK No. 0001848097 Dear SEC Officers: |
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| March 1, 2021 |
This is a confidential draft submission to the U.S. Securities and Exchange Commission on March 1, 2021 and is not being filed under the Securities Act of 1933, as amended Registration No. 333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPK Acquisition Corp. Delaware 6770 86-1373795 (State or other jurisdi |
