Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule
13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
SPK
Acquisition Corp.
(Name of Issuer)
Common
Stock, $0.0001 par value
(Title of Class of Securities)
848651105
(CUSIP Number)
December
31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1 (b)
☐ Rule 13d-1 (c)
☒ Rule 13d-1 (d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued
on following page(s))
Page 1 of 7 Pages
| CUSIP No. 848651105 | 13G | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Philip Chun-Hun Kwan | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 1,475,623(1) | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 1,475,623(1) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,475,623(1) | ||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.4% | ||
| 12 | TYPE OF REPORTING PERSON* OO | ||
(1) Includes 1,475,623 shares of common stock beneficially owned by SPK Acquisition LLC, over which Philip Chun-Hun Kwan has voting and dispositive power.
| CUSIP No. 848651105 | 13G | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSON SPK Acquisition LLC | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE VOTING POWER 1,475,623 | |
| 6 | SHARED VOTING POWER -0- | ||
| 7 | SOLE DISPOSITIVE POWER 1,475,623 | ||
| 8 | SHARED DISPOSITIVE POWER -0- | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,475,623 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.4% | ||
| 12 | TYPE OF REPORTING PERSON* CO | ||
| CUSIP No. 848651105 | 13G | Page 4 of 7 Pages |
Item 1.
(a) Name of Issuer: SPK Acquisition Corp.
(b) Address of Issuer’s Principal Executive Offices:
Room 368, 302 Buwei, 211 Fute North Road
China (Shanghai) Pilot Free Trade Zone, 200131
Item 2.
(a) Name of Person Filing:
(i) Philip Chun-Hun Kwan
(ii) SPK Acquisition LLC
(b) Address of Principal Business Office or if none, Residence:
c/o SPK Acquisition Corp.
Room 368, 302 Buwei, 211 Fute North Road
China (Shanghai) Pilot Free Trade Zone, 200131
(c) Citizenship:
| (i) Philip Chun-Hun Kwan | Canada | ||
| (ii) SPK Acquisition LLC | United States |
(d) Title of Class of Securities: Common Stock, $0.0001 par value
(e) CUSIP Number: 848651105
Item 3. Not Applicable
Item 4. Ownership.
| (a) | Amount Beneficially Owned: |
| (i) Philip Chun-Hun Kwan | Includes 1,475,623 shares owned by SPK Acquisition LLC | ||
| (ii) SPK Acquisition LLC | 1,475,623 shares |
| (b) | Percent of Class: |
| (i) Philip Chun-Hun Kwan | 22.4% (beneficially owned by SPK Acquisition LLC, over which Philip Chun-Hun Kwan has voting and dispositive power) | ||
| (ii) SPK Acquisition LLC | 22.4% |
The foregoing percentages are based on 6,596,275 shares of common stock outstanding as of December 31, 2021.
| CUSIP No. 848651105 | 13G | Page 5 of 7 Pages |
| (c) | Number of shares as to which such person has: |
(i) sole power to vote or to direct the vote:
| (1) Philip Chun-Hun Kwan | -0- | ||
| (2) SPK Acquisition LLC | 1,475,623 |
(ii) shared power to vote or to direct the vote:
| (1) Philip Chun-Hun Kwan | 1,475,623 | ||
| (2) SPK Acquisition LLC | 1,475,623 |
(iii) sole power to dispose or to direct the disposition of:
| (1) Philip Chun-Hun Kwan | -0- | ||
| (2) SPK Acquisition LLC | 1,475,623 |
(iv) shared power to dispose or to direct the disposition of:
| (1) Philip Chun-Hun Kwan | 1,475,623 | ||
| (2) SPK Acquisition LLC | 1,475,623 |
| Item 5. | Ownership of Five Percent or Less of a Class: Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: Not Applicable |
| Item 9. | Notice of Dissolution of Group: Not Applicable |
| Item 10. | Certifications: Not Applicable |
| CUSIP No. 848651105 | 13G | Page 6 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
| /s/ Philip Chun-Hun Kwan | |
| Philip Chun-Hun Kwan | |
| SPK ACQUISITION LLC | |
| /s/ Philip Chun-Hun Kwan | |
| Philip Chun-Hun Kwan | |
| Authorized Person |
| CUSIP No. 848651105 | 13G | Page 7 of 7 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.0001 par value, of SPK Acquisition Corp. a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of February 14, 2022.
| /s/ Philip Chun-Hun Kwan | |
| Philip Chun-Hun Kwan | |
| SPK ACQUISITION LLC | |
| /s/ Philip Chun-Hun Kwan | |
| Philip Chun-Hun Kwan | |
| Authorized Person |