Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed by SPK in its Prior Report and the Current Report on
Form 8-K filed with the SEC on February 17, 2022, on February 11, 2022, SPK
entered into a Merger Agreement (the "Merger Agreement") by and among Varian
Biopharmaceuticals, Inc., a Florida corporation ("Varian"), SPK, and SPK Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SPK ("Merger
Sub"). Pursuant to the terms of the Merger Agreement, a business combination
between SPK and Varian will be effected through the merger of Merger Sub with
and into Varian with Varian surviving the merger as a wholly owned subsidiary of
SPK (the "Merger").
On December 21, 2021, SPK sent Varian written notice that SPK had terminated the
Merger Agreement, pursuant to Section 10.2(a) thereof, alleging certain breaches
by Varian of one or more covenants contained in the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
text of the Merger Agreement, which was previously filed as Exhibit 2.1 to the
Current Report on Form 8-K filed with the SEC on February 17, 2022, which is
incorporated by reference herein.
Item 8.01. Other Events.
The board of directors of SPK has determined that the Company will not be able
to complete the Merger or any other initial business combination within the
timeframe provided in the Company's Amended and Restated Certificate of
Incorporation, as amended (the "Charter") and the Company will therefore
liquidate and dissolve in accordance with the terms of the Charter. As of the
close of business on December 29, 2022, the Company will redeem all of the
outstanding public shares of common stock that were included in the units issued
in its initial public offering (the "Public Shares") at a per-share redemption
price of approximately $10.33 per share (without giving effect to any interest
that may be withdrawn to pay for taxes).
In connection with SPK's special meeting held on September 9, 2022, stockholders
approved the extension of the date by which the Company had to complete an
initial business combination from September 10, 2022 up to March 10, 2023, on a
month-to-month basis by depositing $50,000 into the Trust Account for each such
one-month extension. However, the $50,000 payment to further extend from
December 10, 2022 to January 10, 2023 was not made. Pursuant to SPK's Charter,
because there were no payments made to extend past December 10, 2022, the
Company will be required to liquidate and dissolve as soon as reasonably
practicable. Accordingly, the Company is working with the trustee to effect the
liquidation in accordance with the terms of its Charter and as set forth in the
prospectus issued in connection with the Company's initial public offering.
In order to provide for the disbursement of funds from the Company's trust
account (the "Trust Account"), the Company has instructed the trustee of the
Trust Account, to take all necessary actions to liquidate the securities held in
the Trust Account. The proceeds of the Trust Account will be held in a
non-interest bearing account while awaiting disbursement to the holders of the
Public Shares. Record holders of the Public Shares will receive their pro rata
portion of the proceeds of the Trust Account by delivering their Public Shares
to Continental Stock Transfer & Trust Company, the Company's transfer agent.
Beneficial owners of the Public Shares held in "street name," however, will not
need to take any action in order to receive the expected per-share redemption
price. The redemption of the Public Shares is expected to be completed by
December 29, 2022.
There will be no redemption rights or liquidating distributions with respect to
the Company's rights issued as part of the units in the Company's initial public
offering.
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