Sec Form 4 Filing - SLG SPAC Fund LLC @ Spark I Acquisition Corp - 2023-10-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SLG SPAC Fund LLC
2. Issuer Name and Ticker or Trading Symbol
Spark I Acquisition Corp [ SPKLU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
Chief Finance Officer/See Remarks
(Last) (First) (Middle)
C/O SPARK I ACQUISITION CORPORATION, 3790 EL CAMINO REAL, UNIT #570
3. Date of Earliest Transaction (MM/DD/YY)
10/11/2023
(Street)
PALO ALTO, CA94306
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares ( 1 ) ( 2 ) 10/11/2023 J( 1 )( 2 ) 448,052 ( 1 )( 2 ) ( 1 )( 2 ) Class A Ordinary Shares 448,052 $ 0 6,422,078 D ( 3 )
Warrants to purchase Class A Ordinary Shares $ 11.5 10/11/2023 P 8,490,535 ( 4 ) ( 4 ) Class A Ordinary Shares 8,490,535 ( 4 ) 8,490,535 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SLG SPAC Fund LLC
C/O SPARK I ACQUISITION CORPORATION
3790 EL CAMINO REAL, UNIT #570
PALO ALTO, CA94306
X X Chief Finance Officer See Remarks
Kim Jimmy Ho Min
C/O SPARK I ACQUISITION CORPORATION
3790 EL CAMINO REAL, UNIT #570
PALO ALTO, CA94306
X X Chief Finance Officer See Remarks
Signatures
/s/ SLG SPAC Fund LLC, by Bernard Moon on behalf of SparkLabs Group Management, LLC, Managing Member 10/11/2023
Signature of Reporting Person Date
/s/ Ho Min (Jimmy) Kim 10/11/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-273176) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include (a) up to 448,052 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, and (b) up to 3,435,065 Class B ordinary shares subject to forfeiture immediately prior to the closing of the Issuer's initial business combination depending on the amount of the proceeds received under the forward purchase agreement described in the Registration Statement or in the event of the Issuer's winding up and subsequent dissolution as described in the Registration Statement.
( 2 )On October 11, 2023, SLG SPAC Fund LLC forfeited at no cost 448,052 Class B Ordinary Shares of the Issuer in connection with election by the underwriters of the Issuer's initial public offering of unit not to exercise the over-allotment option.
( 3 )SLG SPAC Fund LLC is the record holder of the securities reported herein. The sole managing member of SLG SPAC Fund LLC is SparkLabs Group Management, LLC ("SparkLabs") of which Bernard Moon is a managing member and Ho Min (Jimmy) Kim is a member and SparkLabs may be deemed the beneficial owner of these shares. Each of SparkLabs, Mr. Kim and Mr. Moon disclaims beneficial ownership of the shares held by the SLG SPAC Fund LLC, except to the extent of such person's pecuniary interest therein.
( 4 )SLG SPAC Fund LLC purchased on October 11, 203 an aggregate of 8,490,535 private placement warrants for a purchase price of $1.00 per whole warrant in a private placement that occured simultaneously with the closing of the Issuer's offering. Each warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustment as discussed in the Registration Statement, at any time commencing on the later of one year from the closing of the Issuer's offering and 30 days after the completion of the Issuer's initial business combination

Remarks:
SLG SPAC Fund LLC may be deemed a director by deputization by virtue of its representation on the board of directors of the Issuer. Ho Min (Jimmy) Kim is the member of the board of directors and Chief Finance Officer of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

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