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Spark I Acquisition Corp

Filed Oct 22, 2026.

View on SEC.gov

About this filing

A correction or update to an earlier filing. A registration of securities issued in a merger or similar deal. It sets out the terms of the deal and the reasons given for it.

period unavailable · Filed Oct 22, 2026

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Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus relates to an Agreement and Plan of Merger and Reorganization, dated as of June 11, 2026 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Spark I Acquisition Corporation, a Cayman Islands exempted company with limited liability (“SPKL”), Spark I Acquisition Corporation Sub I Inc., a Delaware corporation (“Merger Sub I”), Spark I Acquisition Corporation Sub II LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and ZincFive, Inc., a Delaware corporation (“Legacy ZincFive”), a copy of which is attached to this proxy statement/prospectus as Annex A.

The Merger Agreement, among other things and subject to the terms and conditions contained therein, provides for (i) the transfer of the registration of SPKL by way of a deregistration of SPKL as an exempted company registered under the laws of the Cayman Islands with limited liability and registration by way of continuation and domestication of SPKL (the “Domestication”) into a Delaware corporation under the applicable provisions of the amended and restated memorandum and articles of association of SPKL (as may be amended from time to time, the “Memorandum and Articles of Association”), the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and the Delaware General Corporation Law, as amended (the “DGCL”); and (ii) following the Domestication, (a) the merger of Merger Sub I with and into Legacy ZincFive, with Legacy ZincFive continuing as the surviving corporation (the “Surviving Corporation”) in such merger (the “First Merger”), and (b) immediately following the First Merger, the merger of the Surviving Corporation with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Surviving Entity”) in such merger (the “Second Merger” and together with the First Merger, the “Mergers,” and, together with the Domestication and other transactions contemplated by the Merger Agreement, the “Business Combination”). In connection with the Business Combination, SPKL will change its name to “ZincFive, Inc.” We refer to the new public entity following the consummation of the Business Combination as “ZincFive.”

This proxy statement/prospectus serves as:

●a proxy statement for an extraordinary general meeting of SPKL (including any adjournment or postponements of such meeting, the “Extraordinary General Meeting”), where SPKL’s shareholders will consider and vote upon proposals to (i) approve and adopt the Merger Agreement (the “Business Combination Proposal”); (ii) approve and adopt the plan of domestication (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Plan of Domestication”), a copy of which is attached to this proxy statement/prospectus as Annex B (the “Domestication Proposal”); (iii) approve the issuance (or reservation for issuance) of (a) shares of common stock of ZincFive (“ZincFive Common Stock”) in connection with the Business Combination, (b) shares of 12.0% Series A Cumulative Convertible Preferred Stock of ZincFive (the “Series A Preferred Stock”) and warrants to purchase a number of shares of ZincFive Common Stock equal to the number of shares into which such shares of ZincFive Common Stock underlying Series A Preferred Stock held by Series A Preferred Investors (as defined herein) are initially convertible (the “Series A Preferred Investor Warrants”) pursuant to that certain Series A Securities Purchase Agreement (the “Series A Securities Purchase Agreement”), dated as of June 11, 2026, by and among SPKL, Legacy ZincFive and the other purchasers identified on the signature pages thereto (the “Series A Preferred Investors”), (c) shares of ZincFive Common Stock issuable upon conversion of Series A Preferred Stock and upon exercise of Series A Preferred Investor Warrants, (d) shares of ZincFive Common Stock to Alyeska Master Fund, L.P. and certain investors who provided bridge financing to Legacy ZincFive in the form of secured promissory notes pursuant to the Note Purchase Agreement, dated April 23, 2026, by and among Legacy ZincFive and the investor parties thereto, pursuant to that certain Sponsor Agreement, dated June 11, 2026, by and among SPKL, Legacy ZincFive and certain shareholders of SPKL set forth on Schedule I thereto and (e) any other preferred stock, common stock and securities convertible into or exercisable for common stock pursuant to subscription, purchase or similar agreements that SPKL has entered, or may enter, into prior to the closing of the Business Combination (the “Closing”), in each case for purposes of complying with the applicable provisions of the Nasdaq Listing Rules (the “Stock Issuance Proposal”); (iv) approve the proposed certificate of incorporation of ZincFive, a form of which is attached to this proxy statement/prospectus as Annex C (“Proposed Certificate of Incorporation”), and the proposed bylaws of ZincFive, a form of which is attached to this proxy statement/prospectus as Annex D (“Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”), each to be in effect immediately following the Domestication and the Business Combination (the “Organizational Documents Proposal”); (v) approve, on an advisory non-binding basis and in accordance with applicable SEC guidance, certain material differences between the Memorandum and Articles of Incorporation and the Proposed Organizational Documents (the “Advisory Organizational Documents Proposals”); (vi) approve the ZincFive, Inc. 2026 Equity Incentive Plan, a form of which is attached to this proxy

statement/prospectus as Annex H, including the authorization of the initial share reserve thereunder (the “Incentive Plan Proposal”); (vii) approve the ZincFive, Inc. 2026 Employee Stock Purchase Plan, a form of which is attached to this proxy statement/prospectus as Annex I, including the authorization of the initial share reserve thereunder (the “Employee Stock Purchase Plan Proposal”); (viii) approve the election of directors to serve on the board of directors of ZincFive, each until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal (the “Director Election Proposal”); and (ix) approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, (a) to permit further solicitation of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting, (b) for absence of a quorum, (c) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure, or (d) to engage with investors (“Adjournment Proposal”); and

●a prospectus for the shares of ZincFive Common Stock that securityholders of Legacy ZincFive prior to the Closing will receive as consideration in the Business Combination.
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