REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2023 • Spark I Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 5, 2023 is made and entered into by and among Spark I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), SLG SPAC Fund LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2023 • Spark I Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 5, 2023 by and between Spark I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 15th, 2023 • Spark I Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [*], 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spark I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and SLG SPAC Fund LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • October 12th, 2023 • Spark I Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 5, 2023, is by and between Spark I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • October 12th, 2023 • Spark I Acquisition Corp • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 5, 2023 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 12th, 2023 • Spark I Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 5, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spark I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and SLG SPAC Fund LLC, a Delaware limited liability company (the “Purchaser”).
SPARK I ACQUISITION CORPORATION UNDERWRITING AGREEMENTWarrant Agreement • October 12th, 2023 • Spark I Acquisition Corp • Blank checks • New York
The undersigned, Spark I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
Spark I Acquisition Corporation Palo Alto, CA 94306 December 8, 2021Subscription Agreement • July 7th, 2023 • Spark I Acquisition Corp • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on December 8, 2021 by and between SLG SPAC Fund LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Spark I Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 6,870,130 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 896,103 of this are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Spark I Acquisition Corporation Palo Alto, CA 94306Letter Agreement • October 12th, 2023 • Spark I Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Spark I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-273176) and prospectus (the “Prospectus”) fil
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 12th, 2023 • Spark I Acquisition Corp • Blank checks • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of October 5, 2023, between Spark I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and SparkLabs Group Management, LLC, a Delaware limited liability company (together with its affiliate, the “Purchaser”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 15th, 2023 • Spark I Acquisition Corp • Blank checks • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of [*], 2023, between Spark I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and SparkLabs Group Management, LLC, a Delaware limited liability company (together with its affiliate, the “Purchaser”).
Office Support AgreementOffice Support Agreement • April 13th, 2022 • Spark I Acquisition Corp • Blank checks
This contract is between SparkLabs Korea “SLK” and Spark 1 Acquisition Corporation “S1AC”, together “the Parties,” for Office Support services provided by SLK to S1AC.
Office Support AgreementOffice Support Agreement • July 7th, 2023 • Spark I Acquisition Corp • Blank checks
This amended contract is between SparkLabs Korea "SLK" and Spark I Acquisition Corporation "S1AC", together "the Parties," for Office Support services provided by SLK to S1AC.
SPARK I ACQUISITION CORPORATION BOARD SERVICES AGREEMENTBoard Services Agreement • April 3rd, 2024 • Spark I Acquisition Corp • Blank checks
This Board Services Agreement (the “Agreement”) is made and entered into on [ ], 2021 (the “Effective Date”), by and between Spark I Acquisition Corporation, a Cayman Island exempted company (the “Company”), SLG SPAC Fund LLC, a Delaware, USA company (the “Sponsor”), and [ ] (the “Director”). The Company and Director are referred to herein individually as “Party,” or collectively, as “Parties.” In consideration of the mutual covenants set forth below, the Parties hereby agree as follows:
CONSULTANCY AGREEMENTConsultancy Agreement • April 3rd, 2024 • Spark I Acquisition Corp • Blank checks
Spark I Acquisition Corporation with its registered office situated at the offices of Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands (“Company”) and SLG SPAC Fund LLC (“Sponsor”) who is the Sponsor of the Company with its registered office in the State of Delaware at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 USA
