Business Context and Reporting Period
Company: Spark I Acquisition Corp (SPKL)
Filing Type: Form 8-K (Current Report)
Date of Report: April 8, 2025
Reporting Period: The filing addresses events occurring on April 8, 2025, and references the fiscal years ended December 31, 2024, and 2023.
Business Context: The Company is a Cayman Islands-based Special Purpose Acquisition Company (SPAC) listed on The Nasdaq Stock Market LLC. It is classified as an emerging growth company.
Key Financial Metrics
This filing does not contain specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures.
Accounting Status: The independent registered public accounting firm, Marcum LLP, issued reports for the fiscal years ended December 31, 2024, and 2023. These reports did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles. However, the reports included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.
Material Changes
Change in Certifying Accountant:
- Dismissal: On April 8, 2025, the Audit Committee approved the dismissal of Marcum LLP.
- Engagement: CBIZ CPAs P.C. was engaged as the new independent registered public accounting firm.
- Reason for Change: The change resulted from CBIZ acquiring the attest business of Marcum on November 1, 2024, with substantially all partners and staff joining CBIZ.
Disagreements and Reportable Events: The Company reported no disagreements with Marcum on accounting principles, practices, or auditing scope during the fiscal years ended December 31, 2024 and 2023, or through April 8, 2025. There were no reportable events during this period.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms that prior to engaging CBIZ, the Company did not consult with them regarding accounting principles for specific transactions or the type of audit opinion that might be rendered. No written or oral advice from CBIZ was a factor in the decision to change accountants.
Risks and Contingencies:
- Going Concern Risk: The prior auditor's reports for 2023 and 2024 explicitly noted substantial doubt about the Company's ability to continue as a going concern.
- Transition Risk: The transition of audit services from Marcum to CBIZ is now complete as of the filing date.
Unusual Items: None reported beyond the standard change in auditor due to a firm acquisition.
Investor Verification Checklist
- Verify the status of the "substantial doubt about going concern" noted in the 2023 and 2024 audit reports and whether this has been resolved.
- Confirm the effective date of CBIZ CPAs P.C.'s engagement and the scope of their initial review.
- Review the letter from Marcum LLP (Exhibit 16.1) to ensure they concur with the Company's statements regarding the lack of disagreements.
- Monitor subsequent filings for the first financial statements audited or reviewed by CBIZ.