Correspondence 0001104659-23-101159 from Spark I Acquisition Corp (SPKL, SPKLU, SPKLW) (CIK 0001884046) (SPKL)
Spark I Acquisition Corp (SPKL, SPKLU, SPKLW) (CIK 0001884046)
Date: Sept. 15, 2023 · CIK: 0001884046 · Accession: 0001104659-23-101159
AI Filing Summary & Sentiment
File numbers found in text: 333-273176
Referenced dates: August 3, 2023
Letter
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
o: 650.493.9300
f: 650.493.6811
September 15, 2023
Via EDGAR and Overnight Delivery
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeffrey Gabor
Joseph Ambrogi
Jeffrey Lewis
Jennifer Monick
Re: Spark I Acquisition Corporation
Registration Statement on Form S-1
Filed July 7, 2023
File No. 333-273176
Ladies and Gentlemen:
On behalf of our client, Spark I Acquisition Corporation (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated August 3, 2023, relating to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter and a revised draft of the Registration Statement (“Amended S-1”).
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to the original Registration Statement filed on July 7, 2023), all page references herein correspond to the page of Amended S-1.
Registration Statement on Form S-1 filed July, 2023
Notes to Financial Statements
Note 8 - Warrants, page F-15
1. We note your disclosure on pages F-11 and F-27 that the Public Warrants and the Private Placement Warrants meet the criteria for equity treatment. Please provide us with your analysis under ASC 815-40 to support your accounting treatment for these warrants. As part of your analysis, please address whether there are any terms or provisions in the warrant agreement that provide for potential changes to the settlement amounts that are dependent upon the characteristics of the holder of the warrant, and if so, how you analyzed those provisions in accordance with the guidance in ASC 815-40. Your response should address, but not be limited to, your disclosure on pages F-16 and F-32 that “If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.”
In response to the Staff’s comment, the Company has revised pages F-16 and F-32 of the Amended S-1. The sentence “If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants” was included in error and is not in the form of Warrant Agreement as exhibit 4.4 to the Amended S-1.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
o: 650.493.9300
f: 650.493.6811
2. Please clarify whether SparkLabs Group Management, LLC will be investing at a discount to the public offering price. If so, please add risk factor disclosure addressing why these investors as compared to the public shareholders are investing at a discount and address the potential impact of such financings on public shareholders such as the immediate dilution that public shareholders will experience from the Forward Purchase financing or otherwise advise.
In response to the Staff’s comment, the Company has revised the cover page, pages 13 and 65 of the Amended S-1.
Please direct any questions regarding the Company’s responses or the Amended S-1 to me at 650-849-3240.
Sincerely,
WILSON SONSINI GOODRICH &
ROSATI
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filename1.htm
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
o: 650.493.9300
f: 650.493.6811
September 15, 2023
Via EDGAR and Overnight Delivery
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Jeffrey Gabor
Joseph Ambrogi
Jeffrey Lewis
Jennifer Monick
Re:
Spark I Acquisition Corporation
Registration Statement on
Form S-1
Filed July 7, 2023
File No. 333-273176
Ladies and Gentlemen:
On behalf of our client,
Spark I Acquisition Corporation (the “Company”), we submit this letter in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission contained in its letter dated August 3, 2023, relating to
the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). We are concurrently submitting
via EDGAR this letter and a revised draft of the Registration Statement (“Amended S-1”).
In this letter, we have recited
the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references
appearing in the headings and Staff comments below (which are references to the original Registration Statement filed on July 7,
2023), all page references herein correspond to the page of Amended S-1.
Registration Statement on Form S-1
filed July, 2023
Notes to Financial Statements
Note 8 - Warrants, page F-15
1.
We
note your disclosure on pages F-11 and F-27 that the Public Warrants and the Private Placement Warrants meet the criteria for
equity treatment. Please provide us with your analysis under ASC 815-40 to support your accounting treatment for these warrants.
As part of your analysis, please address whether there are any terms or provisions in the warrant agreement that provide for potential
changes to the settlement amounts that are dependent upon the characteristics of the holder of the warrant, and if so, how you analyzed
those provisions in accordance with the guidance in ASC 815-40. Your response should address, but not be limited to, your disclosure
on pages F-16 and F-32 that “If the Private Placement Warrants are held by someone other than the initial purchasers or
their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on
the same basis as the Public Warrants.”
In response to the Staff’s
comment, the Company has revised pages F-16 and F-32 of the Amended S-1. The sentence “If the Private Placement Warrants
are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable
by the Company and exercisable by such holders on the same basis as the Public Warrants” was included in error and is not in
the form of Warrant Agreement as exhibit 4.4 to the Amended S-1.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
o: 650.493.9300
f: 650.493.6811
2.
Please
clarify whether SparkLabs Group Management, LLC will be investing at a discount to the public offering price. If so, please add risk
factor disclosure addressing why these investors as compared to the public shareholders are investing at a discount and address the
potential impact of such financings on public shareholders such as the immediate dilution that public shareholders will experience
from the Forward Purchase financing or otherwise advise.
In response to the Staff’s
comment, the Company has revised the cover page, pages 13 and 65 of the Amended S-1.
Please direct any questions
regarding the Company’s responses or the Amended S-1 to me at 650-849-3240.
Sincerely,
WILSON SONSINI GOODRICH &
ROSATI
Professional Corporation
/s/
Andrew Hoffman
Andrew Hoffman
cc:
James Rhee, Spark I Acquisition
Corporation
Sally Yin, Wilson Sonsini Goodrich &
Rosati, P.C.