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Correspondence 0001104659-23-104458 from Spark I Acquisition Corp (SPKL, SPKLU, SPKLW) (CIK 0001884046) (SPKL)

Spark I Acquisition Corp (SPKL, SPKLU, SPKLW) (CIK 0001884046)
Date: Sept. 27, 2023 · CIK: 0001884046 · Accession: 0001104659-23-104458

AI Filing Summary & Sentiment

File numbers found in text: 333-273176

Referenced dates: September 27, 2023

Date
September 27, 2023
Author
WILSON SONSINI GOODRICH & ROSATI
Form
CORRESP
Company
Spark I Acquisition Corp (SPKL, SPKLU, SPKLW) (CIK 0001884046)

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 27, 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

Dorrie Yale

Joseph Ambrogi

Jeffrey Lewis

Jennifer Monick

Re: Spark I Acquisition Corporation

Amendment No. 1 to Registration Statement on Form S-1

September 15, 2023

Amendment No. 2 to Registration Statement on Form S-1

Filed September 25, 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 September 27, 2023, relating to the above-referenced Amendment No.1 and No.2 to 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 submitted on September 15, 2023), all page references herein correspond to the page of Amended S-1.

Amendment No. 1 to Registration Statement on Form S-1

Notes to Financial Statements

Note 8 - Warrants, page F-15

1. We note your response to our comment 1 and your revisions to your filing. We note you disclose on pages F-16 and F-32 "Additionally, the Private Placement Warrants will be exercisable on a cash or cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees." Please tell us how you considered this statement in your assessment of whether or not 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.

In response to the Staff’s comment, the Company respectively submitted that the below sentence was included in error and revised pages F-16 and F-32 of the Amended S-1 by removing the sentence “Additionally, the Private Placement Warrants will be exercisable on a cash or cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees.”

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304-1050

o: 650.493.9300

f: 650.493.6811

General

2. We acknowledge your revised disclosures in response to our comment 2. We note that your revised disclosures on page 65 state that the forward purchaser may be investing at a "modest" illiquidity discount, but also that shareholders may be "significantly" diluted. Please revise to provide some context regarding the amount of the discount, or if such information is not known, revise to remove the reference that it would be "modest."

In response to the Staff’s comment, the Company has revised page 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

Show Raw Text
CORRESP
1
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 27, 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

    Dorrie Yale

    Joseph Ambrogi

    Jeffrey Lewis

    Jennifer Monick

    Re:
    Spark I Acquisition Corporation

    Amendment No. 1 to Registration Statement on Form S-1

    September 15, 2023

    Amendment No. 2 to Registration Statement on Form S-1

    Filed September 25, 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 September 27, 2023, relating to the above-referenced Amendment
No.1 and No.2 to 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 submitted on
September 15, 2023), all page references herein correspond to the page of Amended S-1.

Amendment No. 1 to Registration Statement on Form S-1

Notes to Financial Statements

Note 8 - Warrants, page F-15

    1.
    We note your response to our comment 1 and your revisions to your filing. We note you disclose on pages F-16 and F-32 "Additionally, the Private Placement Warrants will be exercisable on a cash or cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees." Please tell us how you considered this statement in your assessment of whether or not 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.

In
response to the Staff’s comment, the Company respectively submitted that the below sentence was included in error and revised pages
F-16 and F-32 of the Amended S-1 by removing the sentence “Additionally, the Private Placement Warrants will be exercisable on
a cash or cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their
permitted transferees.”

    Wilson Sonsini Goodrich & Rosati

    Professional Corporation

    650 Page Mill Road

    Palo Alto, California 94304-1050

    o: 650.493.9300

f: 650.493.6811

General

2.        We acknowledge your
revised disclosures in response to our comment 2. We note that your revised disclosures on page 65 state that the forward purchaser may
be investing at a "modest" illiquidity discount, but also that shareholders may be "significantly" diluted. Please
revise to provide some context regarding the amount of the discount, or if such information is not known, revise to remove the reference
that it would be "modest."

In response to the Staff’s comment, the Company
has revised page 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.