Spark I Acquisition Corp

This management proposal asks shareholders to approve a special-resolution amendment to the Company’s Articles to extend the outside date for consummating an initial business combination from September 29, 2026 to March 29, 2027. Management is pursuing the extension because Spark entered into a definitive Merger Agreement with ZincFive and has confidentially filed a Form S-4 with the SEC, but the Board determined there is insufficient time before the Current Outside Date to hold the necessary shareholder meeting and close the ZincFive Business Combination. The Extension would permit additional time to satisfy closing conditions, complete required SEC filings and hold a subsequent shareholder vote on the ZincFive transaction. If approved and implemented, public shareholders will be offered redemption rights for their public shares at the pro rata Trust Account value, and any redeemed amounts will be withdrawn from the Trust Account, reducing available cash for the business combination. The Sponsor has committed to make incremental monthly Second Extension Contributions (evidenced by a non‑interest bearing promissory note) up to an aggregate of $825,000, but those contributions are conditioned on approval and implementation of the Extension and may be forfeited if no business combination closes. Approval requires a Cayman Islands special resolution (at least two‑thirds of public shares voting), and Insiders (holding ~74% of shares) are expected to vote in favor, which materially increases the likelihood of passage but also creates potential conflicts of interest. Key risks include the reduction of Trust Account funds via redemptions (which may necessitate additional funding or make a transaction impracticable), potential delisting and over‑the‑counter trading during the extension period, regulatory reviews (e.g., SEC or CFIUS) that could delay closing, and dilution or change in economics if Sponsor loans convert to warrants. The Board recommends a vote FOR, asserting the ZincFive Business Combination is compelling and that the Extension is in shareholders’ best interests as a precaution to allow completion of the pending transaction.

This management proposal requests shareholder approval to allow the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies if there are insufficient votes to approve the Extension Proposal at the scheduled meeting. The Adjournment Proposal is procedural and conditional—it will only be presented if tabulated votes indicate the Extension does not have sufficient support at the time of the meeting. Approval requires a simple majority of votes cast by public shareholders and, if granted, gives the Board flexibility to continue outreach to holders and attempt to secure the two‑thirds vote needed for the Extension. The Board recommends FOR because without the ability to adjourn, the Company could be forced to proceed to liquidation if the Extension fails; the adjournment is therefore a defensive tool to preserve opportunities to complete the ZincFive transaction. If used, adjournment may increase the window for redemptions and share purchases by insiders or third parties, potentially altering the economics of the transaction and the amount remaining in the Trust Account. The adjournment authority also interacts with the Sponsor’s conditional Second Extension Contributions—those contributions will only occur if the Extension is approved and implemented, so adjournment can be instrumental to obtaining funding support. While routine, the proposal has material practical effect: it preserves management’s ability to procure votes and enact the amendment needed to pursue the pending merger and avoid immediate wind‑up. Investors should note that broker non‑votes and abstentions do not count as votes cast; therefore, targeted solicitation during any adjournment will focus on redeeming public shareholders and holders who have not previously voted. Overall, the Adjournment Proposal is a tactical governance measure to enable further proxy solicitation and is aligned with management’s objective to secure the Extension and complete the ZincFive Business Combination.