Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On February 24, 2022, SPK filed its Form 10-K for the annual period ending December 31, 2021 (the "10-K"), which included in Note 9 - Revision of Prior Period Financial Statements ("Note 9"), a discussion of the revision to a portion of the Company's previously issued financial statements.

As described in Note 9, in accordance with SEC Staff Accounting Bulletin No. 99, "Materiality," and SEC Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" (the "SEC Bulletins") the Company identified errors on the Post-IPO Balance Sheet.

Management corrected the error by revising all shares of Common Stock subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the shares of Common Stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and shares of Common Stock. The Company has corrected such error by adjusting its balance sheet and classified all public shares of Common Stock as redeemable. These changes were reflected in the Company's Annual Report as filed on Form 10-K for the year ended December 31, 2021.

Management held discussions about the matters disclosed in this filing with UHY LLP ("UHY"), the Company's independent registered public accounting firm, and our audit committee was informed of this discussion. The conclusion of non-reliance of the financial statements was reached on May 18, 2022, and the Original Form 8-K was filed on May 24, 2022. The Company's management also decided that the Company's Post-IPO Balance Sheet should be restated to reflect that all public shares of SPK should be reclassified as redeemable.





Effect of Restatements

The Post-IPO Balance Sheet is hereby superseded by Exhibit 99.1 to this Amendment No. 2 to 8-K/A.

Exhibit 99.1 to this 8-K/A reflects the financial position of the Company as of June 10, 2021, and does not reflect events occurring after that date or modifies or updates disclosures in any way other than as required to reflect the restatement described herein as of that date. Accordingly, this 8-K/A should be read in conjunction with the multiple additional filings we have made with the SEC since that date.

The Company's management has discussed the matters disclosed in this Amendment No. 2 to 8-K/A pursuant to this Item 4.02 with UHY.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits




Exhibit No.   Description

99.1            Restated Audited Balance Sheet as of June 10, 2021.

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