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Spark I Acquisition Corp-A 2025年度报告

2026-03-30 美股财报 Roger谁都不是你的反派大魔王
报告封面

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required by Section13 or 15(d)of the Securities Exchange Act of 1934 duringthe preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ The aggregate market value of the registrant’s Class A ordinary shares held by non-affiliates of the registrant, based on the closing price of a share ofthe registrant’s Class A ordinary shares on June 30, 2025, as reported by the Nasdaq Global Market (“Nasdaq”) on such date, was approximately$109 million. As of March 30, 2026, there were 6,236,713 ClassA ordinary shares, par value $0.0001 per share, and 2,422,078 ClassB ordinary shares, par value$0.0001 per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PagePartI1Item 1.Business1Item 1A. Risk Factors17Item 1B. Unresolved Staff Comments55Item 1C.Cybersecurity55Item 2.Properties55Item 3.Legal Proceedings55Item 4.Mine Safety Disclosures55PartII56Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchasesof Equity Securities56Item 6.[Reserved]56Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations56Item 7A.Quantitative and Qualitative Disclosures About Market Risk61Item 8.Financial Statements and Supplementary Data61Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure61Item 9A. Controls and Procedures61Item 9B. Other Information62Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections62PartIII63Item 10.Directors, Executive Officers and Corporate Governance63Item 11.Executive Compensation72Item 12.Security Ownership of Certain Beneficial Owners and Management and Related ShareholderMatters72Item 13.Certain Relationships and Related Transactions, and Director Independence74Item 14.Principal Accounting Fees and Services77PartIV78Item 15.Exhibitand Financial Statement Schedules78Item 16.Form10-K Summary79 CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form10-K contains “forward-looking statements” within the meaning of the safe harborprovisions of the U.S. Private Securities Litigation Reform Act of 1995. Investors are cautioned that statements that arenot strictly historical statements of fact constitute forward-looking statements, including, without limitation, statementsunder the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” and “Business” and are identified by words like “believe,” “expect,” “may,” “will,” “should,” “seek,”“anticipate,” or “could” and similar expressions. Forward looking statements in this Annual Report on Form10-K mayinclude, for example, statements about: ●our ability to select an appropriate target