0	Table of content	Date of notification Statement in accordance with Article 6(3) of Regulation (EU) 2023/1114 Compliance statement in accordance with Article 6(6) of Regulation (EU) 2023/1114 Statement in accordance with Article 6(5), points (a), (b), (c) of Regulation (EU) 2023/1114 Statement in accordance with Article 6(5), point (d) of Regulation (EU) 2023/1114 Statement in accordance with Article 6(5), points (e) and (f) of Regulation (EU) 2023/1114 SUMMARY Warning in accordance with Article 6(7), second subparagraph of Regulation (EU) 2023/1114 Characteristics of the crypto-asset Key information about the offer to the public or admission to trading Part I – Information on risks Offer-Related Risks Issuer-Related Risks Crypto-Assets-related Risks Project Implementation-Related Risks Technology-Related Risks Mitigation measures Part A - Information about the offeror or the person seeking admission to trading Name Legal form Registered address Head office Registration Date Legal entity identifier Another identifier required pursuant to applicable national law Contact telephone number E-mail address Response Time (Days) Parent Company Members of the Management body Business Activity Parent Company Business Activity Newly Established Financial condition for the past three years Financial condition since registration Part B - Information about the issuer, if different from the offeror or person seeking admission to trading Issuer different from offeror or person seeking admission to trading Name Legal form Registered address Head office Registration Date Legal entity identifier Another identifier required pursuant to applicable national law Parent Company Members of the Management body Business Activity Parent Company Business Activity Part C - Information about the operator of the trading platform in cases where it draws up the crypto-asset white paper and information about other persons drawing the crypto-asset white paper pursuant to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114 Name Legal form Registered address Head office Registration Date Legal entity identifier of the operator of the trading platform Another identifier required pursuant to applicable national law Parent Company Reason for Crypto-Asset White Paper Preparation Members of the Management body Operator Business Activity Parent Company Business Activity Other persons drawing up the crypto-asset white paper according to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114 Reason for drawing the white paper by persons referred to in Article 6(1), second subparagraph, of Regulation (EU) 2023/1114 Part D - Information about the crypto-asset project Crypto-asset project name Crypto-assets name Abbreviation Crypto-asset project description Details of all natural or legal persons involved in the implementation of the crypto-asset project Utility Token Classification Key Features of Goods/Services for Utility Token Projects Plans for the token Resource Allocation Planned Use of Collected Funds or Crypto-Assets Part E - Information about the offer to the public of crypto-assets or their admission to trading Public Offering or Admission to trading Reasons for Public Offer or Admission to trading Fundraising Target Minimum Subscription Goals Maximum Subscription Goal Oversubscription Acceptance Oversubscription Allocation Issue Price Official currency or any other crypto-assets determining the issue price Subscription fee Offer Price Determination Method Total Number of Offered/Traded Crypto-Assets Targeted Holders Holder restrictions Reimbursement Notice Refund Mechanism Refund Timeline Offer Phases Early Purchase Discount Time-limited offer Subscription period beginning Subscription period end Safeguarding Arrangements for Offered Funds/Crypto-Assets Payment Methods for Crypto-Asset Purchase Value Transfer Methods for Reimbursement Right of Withdrawal Transfer of Purchased Crypto-Assets Transfer Time Schedule Purchaser's Technical Requirements Crypto-asset service provider (CASP) name CASP identifier Placement form Trading Platforms name Trading Platforms Market Identifier Code (MIC) Trading Platforms Access Involved costs Offer Expenses Conflicts of Interest Applicable law Competent court Part F - Information about the crypto-assets Crypto-Asset Type Crypto-Asset Functionality Planned Application of Functionalities A description of the characteristics of the crypto-asset, including the data necessary for classification of the crypto-asset white paper in the register referred to in Article 109 of Regulation (EU) 2023/1114, as specified in accordance with paragraph 8 of that Article Type of white paper The type of submission Crypto-Asset Characteristics Commercial name or trading name Website of the issuer Starting date of offer to the public or admission to trading Publication date Any other services provided by the issuer Identifier of operator of the trading platform Language or languages of the white paper Digital Token Identifier Code used to uniquely identify the crypto-asset or each of the several crypto assets to which the white paper relates, where available Functionally Fungible Group Digital Token Identifier, where available Voluntary data flag Personal data flag LEI eligibility Home Member State Host Member States Part G - Information on the rights and obligations attached to the crypto-assets Purchaser Rights and Obligations Exercise of Rights and obligations Conditions for modifications of rights and obligations Future Public Offers Issuer Retained Crypto-Assets Utility Token Classification Key Features of Goods/Services of Utility Tokens Utility Tokens Redemption Non-Trading request Crypto-Assets purchase or sale modalities Crypto-Assets Transfer Restrictions Supply Adjustment Protocols Supply Adjustment Mechanisms Token Value Protection Schemes Token Value Protection Schemes Description Compensation Schemes Compensation Schemes Description Applicable law Competent court Part H – Information on the underlying technology Distributed ledger technology Protocols and technical standards Technology Used Consensus Mechanism Incentive Mechanisms and Applicable Fees Use of Distributed Ledger Technology DLT Functionality Description Audit Audit outcome Part J – Information on the sustainability indicators in relation to adverse impact on the climate and other environment-related adverse impacts Name Relevant legal entity identifier Name of the crypto-asset Consensus Mechanism Incentive Mechanisms and Applicable Fees Beginning of the Period to which the Disclosed Information Relates End of the Period to which the Disclosed Information Relates Mandatory key indicator on energy consumption Energy Consumption Sources and methodologies Energy Consumption Sources and Methodologies
1	Date of notification	16/04/2025
2	Statement in accordance with Article 6(3) of Regulation (EU) 2023/1114	This crypto-asset white paper has not been approved by any competent authority in any Member State of the European Union. The offeror of the crypto-asset is solely responsible for the content of this crypto-asset white paper.
3	Compliance statement in accordance with Article 6(6) of Regulation (EU) 2023/1114	This crypto-asset white paper complies with Title II of Regulation (EU) 2023/1114 and, to the best of the knowledge of the management body, the information presented in the crypto-asset white paper is fair, clear and not misleading and the crypto-asset white paper makes no omission likely to affect its import.
4	Statement in accordance with Article 6(5), points (a), (b), (c) of Regulation (EU) 2023/1114	The crypto-asset referred to in this white paper may lose its value in part or in full, may not always be transferable and may not be liquid.
5	Statement in accordance with Article 6(5), point (d) of Regulation (EU) 2023/1114	FALSE
6	Statement in accordance with Article 6(5), points (e) and (f) of Regulation (EU) 2023/1114	The crypto-asset referred to in this white paper is not covered by the investor compensation schemes under Directive 97/9/EC of the European Parliament and of the Council. The crypto-asset referred to in this white paper is not covered by the deposit guarantee schemes under Directive 2014/49/EU of the European Parliament and of the Council.
SUMMARY
7	Warning in accordance with Article 6(7), second subparagraph of Regulation (EU) 2023/1114	Warning This summary should be read as an introduction to the crypto-asset white paper. The prospective holder should base any decision to purchase this crypto-asset on the content of the crypto-asset white paper as a whole and not on the summary alone. The offer to the public of this crypto-asset does not constitute an offer or solicitation to purchase financial instruments and any such offer or solicitation can be made only by means of a prospectus or other offer documents pursuant to the applicable national law. This crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council (36) or any other offer document pursuant to Union or national law.
8	Characteristics of the crypto-asset	SPK (the "Token") will be launched as an ERC-20 token on the Ethereum blockchain. The Token will provide its holders with a set of rights within Spark (the "Project"), a decentralised finance application. Token holders will be able to stake their Tokens and earn protocol rewards. It is anticipated that staked Tokens will be used to secure one or more components of the Project, such as, for example, the SkyLink Bridge. It is also anticipated that the Token will serve as a governance token, allowing holders to help shape the future of the Project. Any governance rights granted to Token holders will be subject to the disclaimers and qualifications made in Section F.3 and Section G.3.
09		Not applicable
10	Key information about the offer to the public or admission to trading	Spark Foundation (the "Foundation") seeks admission of the Token to trading on multiple trading platforms (the "Exchanges") in order to increase the liquidity and exchangeability of the Token, facilitate more participation in governance, and increase the number of tokens staked that may secure one or more components of the Project.
Part I – Information on risks
I.1	Offer-Related Risks	The Foundation neither operates, controls, oversees, nor manages the functioning of the Exchanges where the Token will be admitted. Additionally, the Token's underlying protocol and governance structure may evolve due to ongoing technical, regulatory, and industry developments. Unforeseen risks may arise, and new challenges or opportunities may necessitate changes in the Project's strategies, goals, and structure. The risks outlined below highlight regulatory uncertainty, liquidity limitations, governance risks, network centralisation concerns, security vulnerabilities, and potential adjustments to fees or token supply that could impact the offer and trading of the Token. Regulatory Compliance Risks: Evolving regulatory landscapes could impact the Token's classification, trading status, or market acceptance. Changes in regulatory requirements may necessitate modifications to the Project's operation, structure, or governance. Market Volatility: The Token may be subject to extreme price fluctuations, influenced by speculation, market sentiment, and broader industry trends. External factors, such as regulatory announcements or technological developments, may further contribute to volatility, potentially leading to financial losses for holders. Liquidity Risks: The ability to buy and sell Tokens depends on trading activity on decentralised exchanges ("DEXs") and, if applicable, centralised exchanges ("CEXs"). Limited liquidity may result in difficulties executing large trades without significant price impact, increasing the risk of loss. Risk of Trading Platforms: When Token holders trade on Exchanges, neither the Issuer nor the Foundation acts as a contractual party to these transactions. All legal relationships regarding these trading platforms are subject to their respective terms and conditions, with no responsibility assumed by the Foundation for their operations, services, or outcomes. Risk of Delisting: There is no guarantee that the Token will remain listed on any exchange. Delisting could significantly hinder the ability to trade Tokens, reducing liquidity and market value. Risk of Bankruptcy: The Exchanges or trading platforms where the Token is listed may become insolvent or cease operations, potentially resulting in a loss of access to funds or Tokens. Blockchain and Smart Contract Dependency: The Token relies entirely on its blockchain infrastructure. Any network downtime, congestion, security vulnerabilities, or smart contract failures could negatively impact its functionality, accessibility, or security. Governance and Economic Model Risks: While no inflationary events are currently anticipated, Sky governance will retain the power to mint new Tokens in the future. Legal Risks: Uncertainties in legal frameworks, regulatory changes, potential lawsuits, or adverse legal rulings could pose significant risks, affecting the value of the Token. Reputational Risks: Negative publicity – whether due to operational failures, security breaches, or associations with illicit activities—could damage the Project's reputation and, by extension, impact the value and acceptance of the Token. Technology Management Risks: Inadequate management of technological updates or failure to keep pace with advancements may result in security vulnerabilities, inefficiencies, or obsolescence of the Token and its supporting infrastructure. Concentration and Conflicts of Interest: Concentration of Token holdings may lead to governance decisions that favour the interests of one or more specific holders rather than the interests of the community, potentially affecting the value of the Token. Decentralised Governance Risk: The majority of the Token supply will be managed by decentralised governance, including Sky governance and Spark governance. Risks associated with decentralised governance, including without limitation the risk of capture, may negatively impact the value of the Token. Industry Competition Risks: The Project faces competition from other projects, including larger and well-funded ventures that may attract more users and liquidity, potentially diminishing the viability of the Token. Unanticipated Risks: There may be additional risks that cannot be foreseen. Some risks may materialise as unexpected variations or combinations of the factors discussed in this section.
I.2	Issuer-Related Risks	Not applicable, as the only purpose of the Issuer is to issue and distribute the Token.
I.3	Crypto-Assets-related Risks	Market Volatility Risks: It is anticipated that the Token's value will be highly volatile and may fluctuate due to market speculation, investor sentiment, regulatory developments, and technological advancements. External factors, such as shifting trends in the crypto industry, changes in demand for blockchain services, or macroeconomic conditions, could contribute to extreme price fluctuations, potentially leading to total depreciation. Liquidity Risks: The ability to trade the Token depends on the level of activity on DEXs and, where applicable, CEXs. Low trading volume may result in difficulties executing large transactions without significant price impact. Limited demand for the Token or the underlying protocol may further reduce liquidity, making it difficult to acquire or sell the Token. Slashing Risk: If staked Tokens are used to secure one or more components of the Project, they may be subject to a slashing mechanism. As such, there is a risk that a holder of staked Tokens could lose their Tokens in a slashing event. Adoption and Project Demand Risks: The long-term success of the Token is dependent on widespread adoption of the Project. Adoption is influenced by various external factors, including user demand, competitive market conditions, and organic community-driven expansion. The Foundation has no control over the pace of adoption, and there is no guarantee that the Project will gain sufficient traction to sustain its economic model. Blockchain Dependency Risks: The Token operates exclusively on its underlying blockchain network. Any disruptions, such as network congestion, downtime, or security vulnerabilities, could impact the ability to transfer, store, or trade the Token. Changes to blockchain infrastructure, governance, or transaction fees may also influence the Token's usability and cost-effectiveness. Transaction Costs: While blockchain fees are generally low, network congestion, high demand, or changes in blockchain fee structures may increase transaction costs, potentially reducing the economic viability of using the Token. Security Risks: Smart Contract Vulnerabilities: Despite security audits and best practices, unforeseen vulnerabilities in smart contracts could lead to security breaches, impacting Token security or functionality. Private Key Management: Token holders are solely responsible for safeguarding their private keys and recovery phrases. Loss of wallet credentials will result in the permanent loss of Tokens, as blockchain transactions are irreversible. Scam and Fraud Risks: Token holders are exposed to risks associated with scams, phishing attacks, fake giveaways, impersonation of the Foundation or its team, counterfeit Tokens, and fraudulent airdrops. Engaging with unverified third-party platforms or unofficial communications increases the risk of fraud. Community and Narrative Risks: The Token's success is closely tied to community interest and the broader crypto narrative. Market trends, emerging competitors, or declining community engagement may negatively impact the Token's perceived value and adoption. Regulatory and Compliance Risks: Evolving Legal Frameworks: Regulations governing crypto-assets differ across jurisdictions and are subject to change. New legal requirements may impact the Token's classification, availability, or functionality. Jurisdictional Restrictions: Some jurisdictions may impose restrictions or prohibitions on the trading or use of the Token, limiting its accessibility for certain users. Technological Obsolescence Risks: The blockchain and crypto industries evolve rapidly. The emergence of new technologies, changes in market demand, or advancements in competing protocols could render the Token or its underlying blockchain infrastructure less competitive, reducing adoption and utility. Software Weakness Risks: The Token's infrastructure relies on relatively new blockchain technologies, which may contain undiscovered bugs, vulnerabilities, or inefficiencies. There is no guarantee that the process of transacting, storing, or interacting with the Token will be uninterrupted or error-free. Unanticipated Risks: Beyond the risks outlined above, additional unforeseen risks may emerge due to changes in regulatory, technological, or market conditions, potentially affecting the Token's security, functionality, or value.
I.4	Project Implementation-Related Risks	The Foundation neither operates, controls, oversees, nor manages the technology underlying the Project. While efforts are made to ensure security and stability, blockchain-based technologies are still evolving, and various risks exist. Additionally, the success and sustainability of the Project rely on various external factors, including market conditions, regulatory developments, and technological advancements. Technical Development Risks: Smart Contract Issues: Despite robust security measures, unforeseen vulnerabilities or bugs in the smart contracts could disrupt Token distribution, refunds, or vesting mechanisms. Blockchain Dependency: The Token operates exclusively on its underlying blockchain. Any network congestion, downtime, or security breaches could impact the Project's implementation and functionality. Risk of Security Weaknesses in Core Infrastructure: The Project relies on open-source software, which may be modified by third parties. Weaknesses or bugs introduced into the core infrastructure could compromise security and lead to the loss of digital assets. Furthermore, malfunctions or inadequate maintenance of the Project may negatively impact the Token's usability. Bugs in Core Blockchain Code: Even with rigorous testing, unknown bugs may exist in the blockchain protocol, potentially leading to disruptions, incorrect transaction processing, or security vulnerabilities. Regulatory and Compliance Risks: Regulatory Actions in One or More Jurisdictions: The Token and the underlying Project could be impacted by regulatory inquiries or actions, which may restrict further development, implementation, or usage. Evolving Laws and Regulations: New and changing laws related to financial securities, consumer protection, data privacy, cybersecurity, and intellectual property could impact the Project and the Token. Governance Risk: Decision-making mechanisms in blockchain governance may be inefficient, slow, or disproportionately influenced by specific stakeholders, leading to potential centralisation or unfavourable governance outcomes. Operational Risks: Resource Allocation: The Project's success depends on the team allocating sufficient resources (both financial and non-financial) to ensure timely development and deployment. Poor resource management could lead to delays or failure to achieve key milestones. Market Adoption Risks: Competitive Environment: The crypto market is highly competitive and trend-driven. There is a risk that the Token may fail to capture sufficient interest, limiting its adoption. Community Engagement Risks: The success of the Token depends heavily on community-driven marketing and engagement. Failure to build or sustain an active community could hinder growth and long-term tradability. Timeline and Milestone Risks: Delayed Milestones: Key milestones may face delays due to technical, operational, or funding challenges. CEX Listing Risks: Listings on centralised exchanges depend on securing the necessary funding for listing fees and meeting platform-specific requirements. Delays or insufficient resources could postpone broader market access. Ecosystem Risks: Dependence on External Parties: The Project relies on infrastructure providers and other third-party service providers. Any failure or delay from third parties could disrupt implementation plans. Technology and Software Risks: Risk of Software Weakness: Blockchain and smart contract technologies are still evolving. There is no guarantee that Token usage will be uninterrupted or error-free. Vulnerabilities in the underlying blockchain, smart contracts, or supporting technologies could lead to the complete loss of Tokens or their functionality. Dependency on Underlying Technology: The Project relies on blockchain infrastructure, hardware, and network connectivity, all of which may be subject to failures, outages, or vulnerabilities. Risk of Technological Disruption: The emergence of new technology, such as quantum computing, could undermine the security of blockchain encryption and compromise the integrity of digital assets. Network Security Risks: Network Attacks and Cybersecurity Threats: Blockchain networks can be vulnerable to cyberattacks such as 51% attacks, Sybil attacks, or distributed denial-of-service ("DDoS") attacks. These threats could disrupt network operations and compromise security. Blockchain Network Attacks: The Network may be subject to mining attacks, including double-spend attacks, reorganisations, majority mining power attacks, "selfish-mining" attacks, and work race condition attacks. Successful attacks could compromise the proper execution of transactions and smart contracts. Privacy and Anonymity Risks: Public Ledger Transparency: Blockchain transactions are recorded on a public ledger, which may expose transaction history and financial activity. Certain transactions could be linked to specific wallet addresses, making users vulnerable to fraud, phishing attacks, or targeted scams. Economic and Governance Risks: Incentive Model Risks: Governance decisions could result in modifications that impact Token holders, including inflationary adjustments, transaction fees, or redistribution of rewards. Software Weakness Risks: Unforeseen Bugs and Security Vulnerabilities: The Token and its supporting infrastructure rely on blockchain technologies that may still be evolving. There is no guarantee that Token transactions will be uninterrupted or error-free. Software vulnerabilities, weaknesses in smart contracts, or infrastructure issues may result in loss of assets, security breaches, or unexpected network failures. Unanticipated Risks: Unforeseen Regulatory, Technological, or Market Challenges: In addition to the risks identified, new threats may emerge due to changes in legal, technological, or economic conditions. Developments such as regulatory actions, unforeseen Project vulnerabilities, or disruptive innovations could impact the usability, security, or value of the Token in ways not currently foreseeable.
I.5	Technology-Related Risks	The Foundation neither operates, controls, oversees, nor manages the technology underlying the Project. While efforts are made to ensure security and stability, blockchain-based technologies are still evolving, and various risks exist. Blockchain Dependency Risks: Network Downtime and Congestion: The Token relies entirely on its underlying blockchain network, which may experience outages, congestion, or downtime. Such events could disrupt Token transfers, trading, or other functionalities. Scalability Challenges: As transaction volume grows, the blockchain network may face scaling limitations. Increased congestion could lead to slower transaction processing times and higher fees, reducing efficiency and usability. Settlement and Transaction Finality Risks: Blockchain transactions are designed to be irreversible; however, under exceptional circumstances such as network forks or consensus failures, there remains a theoretical risk that transactions could be reversed or multiple competing ledger versions could persist. Transactions sent to an incorrect address are not recoverable, leading to permanent loss of assets. Smart Contract Risks: Immutability Risks: Once deployed, some smart contracts cannot be altered. Errors or security flaws in the code could result in operational failures without the possibility of corrections. Security Exploits: Bugs or vulnerabilities in smart contracts may expose the Token ecosystem to potential hacks, allowing attackers to manipulate transactions, drain liquidity, or disrupt contract execution. Wallet and Storage Risks: Private Key Management: Token holders are solely responsible for securing their private keys and recovery phrases. The loss of private keys results in irreversible loss of Tokens, as blockchain transactions are final and cannot be undone. Compatibility Issues: The Token is supported only by blockchain-compatible wallets. Incompatibility with specific wallet software, network malfunctions, or wallet provider shutdowns may affect access to and usability of the Token. Ecosystem Dependency Risks: DEX and CEX Integration Issues: The Token's availability depends on integration with DEXs and CEXs. Technical failures, security breaches, or de-listings from these platforms could limit liquidity, disrupt trading, and reduce market accessibility. Reliance on Third-Party Services: Many blockchain services, including wallets, bridges, and oracles, depend on third-party providers. Failures, security breaches, or regulatory actions against these services could negatively affect the functionality of the Token. Software and Project Risks: Risk of Attacks and Forks: The underlying blockchain may be susceptible to consensus-related attacks, such as double-spend attacks, majority validation power takeovers, censorship attacks, or forks. These risks could affect Token transactions, balance integrity, and overall network security. Risk of Technological Disruption: Emerging technologies, such as quantum computing, could potentially compromise blockchain encryption, making networks vulnerable to attacks that could compromise data integrity or enable unauthorised asset transfers. Dependency on Underlying Technology: The stability of the Token ecosystem relies on underlying technical infrastructures, including internet connectivity, computing hardware, and cryptographic algorithms. Disruptions in these foundational technologies may impact network security and operational efficiency. Unforeseen Vulnerabilities in Blockchain: The Token and its supporting infrastructure rely on blockchain technologies that may still be evolving. There is no guarantee that Token transactions will be uninterrupted or error-free. Software vulnerabilities, weaknesses in smart contracts, or infrastructure issues may result in loss of assets, security breaches, or unexpected network failures. Privacy and Anonymity Risks: Public Ledger Transparency: Blockchain transactions are recorded on a publicly accessible ledger, which may expose sensitive transaction data. While addresses do not directly reveal identities, sophisticated data analysis could potentially link certain transactions to specific individuals or entities. Exposure to Fraud and Targeted Attacks: Increased transparency may lead to risks such as phishing, fraud, or unauthorised tracking of user activity by malicious actors. Individuals with significant Token holdings may be targeted for scams or social engineering attacks. Economic and Project Viability Risks: Incentive Model Risks: Governance proposals may introduce modifications that impact Token holders, including inflation adjustments, transaction fees, or changes to rewards. Unanticipated Risks: Unforeseen Regulatory, Technological, or Market Challenges: In addition to the risks identified, new threats may emerge due to changes in legal, technological, or economic conditions. Developments such as regulatory actions, unforeseen Project vulnerabilities, or disruptive innovations could impact the usability, security, or value of the Token in ways not currently foreseeable.
I.6	Mitigation measures	Not applicable
Part A - Information about the offeror or the person seeking admission to trading
A.1	Name	Spark Foundation
A.2	Legal form	Foundation company limited by guarantee without share capital
A.3	Registered address	Leeward Management Limited, Suite 3119, 9 Forum Lane, Camana Bay, PO Box 144, George Town, Grand Cayman KY1-9006, Cayman Islands
A.4	Head office	Leeward Management Limited, Suite 3119, 9 Forum Lane, Camana Bay, PO Box 144, George Town, Grand Cayman KY1-9006, Cayman Islands
A.5	Registration Date	05/02/2025
A.6	Legal entity identifier	Not available
A.7	Another identifier required pursuant to applicable national law	418210
A.8	Contact telephone number	001 345-749-9601
A.9	E-mail address	Glenn Kennedy: gkennedy@leewardmanagement.ky Marc Piano: piano@horizonsglobal.io
A.10	Response Time (Days)	Fourteen (14) days
A.11	Parent Company	Not applicable
A.12	Members of the Management body	Glenn Kennedy Director Leeward Management Limited, Suite 3119, 9 Forum Lane, Camana Bay, PO Box 144, George Town, Grand Cayman KY1-9006, Cayman Islands Marc Piano Director Leeward Management Limited, Suite 3119, 9 Forum Lane, Camana Bay, PO Box 144, George Town, Grand Cayman KY1-9006, Cayman Islands
A.13	Business Activity	To support, promote, and advance the development, adoption, security, and growth of Spark.
A.14	Parent Company Business Activity	Not applicable
A.15	Newly Established	TRUE
A.16	Financial condition for the past three years	Not applicable
A.17	Financial condition since registration	The Foundation will be capitalised as needed to fulfil its mandate of supporting the Spark ecosystem. It has no debt and being a brand new company, should have no material liabilities as of the date of this whitepaper.
Part B - Information about the issuer, if different from the offeror or person seeking admission to trading
B.1	Issuer different from offeror or person seeking admission to trading	TRUE
B.2	Name	SPK Company Ltd.
B.3	Legal form	Company limited by shares
B.4	Registered address	Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands
B.5	Head office	Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands
B.6	Registration Date	19/02/2025
B.7	Legal entity identifier	Not available
B.8	Another identifier required pursuant to applicable national law	2170013
B.9	Parent Company	Spark Foundation
B.10	Members of the Management body	The sole director of the Issuer is Spark Foundation The directors of Spark Foundation are Glenn Kennedy and Marc Piano Business address of Spark Foundation is Leeward Management Limited, Suite 3119, 9 Forum Lane, Camana Bay, PO Box 144, George Town, Grand Cayman KY1-9006, Cayman Islands
B.11	Business Activity	The only purpose is to issue and distribute the Token.
B.12	Parent Company Business Activity	See Section A.13.
Part C - Information about the operator of the trading platform in cases where it draws up the crypto-asset white paper and information about other persons drawing the crypto-asset white paper pursuant to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114
C.1	Name	Not applicable
C.2	Legal form	Not applicable
C.3	Registered address	Not applicable
C.4	Head office	Not applicable
C.5	Registration Date	Not applicable
C.6	Legal entity identifier of the operator of the trading platform	Not applicable
C.7	Another identifier required pursuant to applicable national law	Not applicable
C.8	Parent Company	Not applicable
C.9	Reason for Crypto-Asset White Paper Preparation	Not applicable
C.10	Members of the Management body	Not applicable
C.11	Operator Business Activity	Not applicable
C.12	Parent Company Business Activity	Not applicable
C.13	Other persons drawing up the crypto-asset white paper according to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114	Not applicable
C.14	Reason for drawing the white paper by persons referred to in Article 6(1), second subparagraph, of Regulation (EU) 2023/1114	Not applicable
Part D - Information about the crypto-asset project
D.1	Crypto-asset project name	Spark
D.2	Crypto-assets name	Spark
D.3	Abbreviation	SPK
D.4	Crypto-asset project description	The Project is a DeFi protocol which emerged from Sky, previously known as MakerDAO, and serves as a 'Sky Star', a subDAO within the Sky ecosystem. It consists of three main components: SparkLend, a stablecoin lending market; Spark Savings, for earning yield on certain stablecoins; and Spark Liquidity Layer, a backend capital allocator that routes liquidity across select DeFi protocols.
D.5	Details of all natural or legal persons involved in the implementation of the crypto-asset project	SPK Company, Ltd. c/o SHRM Trustee (BVI) Ltd. Trinity Chambers PO Box 4301 Road Town, Tortola, British Virgin Islands Spark Foundation c/o Leeward Management Limited Suite 3119, 9 Forum Lane Camana Bay, George Town, Grand Cayman KY1-9006, Cayman Islands
D.6	Utility Token Classification	FALSE
D.7	Key Features of Goods/Services for Utility Token Projects	Not applicable
D.8	Plans for the token	Rewards: Soon after the token generation event, a portion of the Token allocation will be used for airdrops to reward early supporters of the Project as well as its early users. Tokens may also be used in the future to reward users who use the Project. Staking in exchange for Rewards: Token holders who stake the Token will receive protocol rewards. It is anticipated that staked Tokens will be used to secure one or more components of the Project, such as, for example, the SkyLink Bridge. Unstaking may be subject to a cooldown period. Governance: It is anticipated that the Token will serve as a governance token, allowing holders to help shape the future of the Project. Any governance rights granted to Token holders will be subject to the disclaimers and qualifications made in Section F.3 and Section G.3.
D.9	Resource Allocation	Allocated resources include technical resources from developers, legal and compliance resources from counsel, and financial resources by means of grants from Sky's DAO.
D.10	Planned Use of Collected Funds or Crypto-Assets	Not applicable
Part E - Information about the offer to the public of crypto-assets or their admission to trading
E.1	Public Offering or Admission to trading	ATTR
E.2	Reasons for Public Offer or Admission to trading	The Foundation seeks admission of the Token to trading on multiple Exchanges in order to increase the liquidity and exchangeability of the Token, facilitate more participation in governance, and increase the number of tokens staked that may secure one or more components of the Project.
E.3	Fundraising Target	Not applicable
E.4	Minimum Subscription Goals	Not applicable
E.5	Maximum Subscription Goal	Not applicable
E.6	Oversubscription Acceptance	Not applicable
E.7	Oversubscription Allocation	Not applicable
E.8	Issue Price	Not applicable
E.9	Official currency or any other crypto-assets determining the issue price	Not applicable
E.10	Subscription fee	Not applicable
E.11	Offer Price Determination Method	Not applicable
E.12	Total Number of Offered/Traded Crypto-Assets	Not applicable
E.13	Targeted Holders	ALL
E.14	Holder restrictions	The purchase of the Token from EU-regulated Exchanges will be available to all users of such Exchanges. Most trading and exchange services offered by Exchanges are open to retail holders and may be subject to the compliance requirements of the respective Exchange. The Exchanges may impose restrictions on holders of Tokens on their respective Exchanges, in accordance with applicable laws and internal policies.
E.15	Reimbursement Notice	Not applicable
E.16	Refund Mechanism	Not applicable
E.17	Refund Timeline	Not applicable
E.18	Offer Phases	Not applicable
E.19	Early Purchase Discount	Not applicable
E.20	Time-limited offer	Not applicable
E.21	Subscription period beginning	Not applicable
E.22	Subscription period end	Not applicable
E.23	Safeguarding Arrangements for Offered Funds/Crypto-Assets	Not applicable
E.24	Payment Methods for Crypto-Asset Purchase	Not applicable
E.25	Value Transfer Methods for Reimbursement	Not applicable
E.26	Right of Withdrawal	Not applicable
E.27	Transfer of Purchased Crypto-Assets	Not applicable
E.28	Transfer Time Schedule	Not applicable
E.29	Purchaser's Technical Requirements	Technical requirements will be specified by the Exchanges and may include the following: A compatible digital wallet or account on supported Exchange; Internet access; A device (computer or mobile) to manage digital wallet/private key and/or account on exchange to carry out transactions
E.30	Crypto-asset service provider (CASP) name	Not applicable
E.31	CASP identifier	Not applicable
E.32	Placement form	NTAV
E.33	Trading Platforms name	OKX: https://www.okx.com/ Binance: https://www.binance.com/ Upbit: https://upbit.com/ Coinbase: https://www.coinbase.com/ Bybit: https://www.bybit.com/ Gate.io: https://www.gate.io/ Bithumb: https://www.bithumb.com/ KuCoin: https://www.kucoin.com/ Kraken: https://www.kraken.com/ Bitget: https://www.bitget.com/ HTX: https://www.htx.com/ Crypto.com: https://crypto.com/ Bitvavo: https://bitvavo.com/ Bitkub: https://www.bitkub.com/ MEXC: https://www.mexc.com/ Coinone: https://coinone.co.kr/ Bitstamp: https://www.bitstamp.net/ Revolut: https://www.revolut.com/ Paribu: https://www.paribu.com/ Pintu: https://pintu.co.id/ LBank: https://www.lbank.info/ Bitpanda: https://www.bitpanda.com/ Ourbit: https://www.ourbit.com/ Hashkey: https://www.hashkey.com/ Bitfinex: https://www.bitfinex.com/ CoinDCX: https://coindcx.com/ BTSE: https://www.btse.com/ BitMEX: https://www.bitmex.com/ XT.COM: https://www.xt.com/ Bilaxy: https://www.bilaxy.com/ AscendEX: https://ascendex.com/ CoinList: https://coinlist.co/ BingX: https://www.bingx.com/ BitMart: https://www.bitmart.com/ CoinW: https://www.coinw.com/ WhiteBIT: https://whitebit.com/ Bitrue: https://www.bitrue.com/ Phemex: https://phemex.com/ WazirX: https://wazirx.com/ WOO X: https://woo.org/ Poloniex: https://poloniex.com/
E.34	Trading Platforms Market Identifier Code (MIC)	Not applicable
E.35	Trading Platforms Access	The Exchanges are accessible via their respective websites.
E.36	Involved costs	Not applicable
E.37	Offer Expenses	Not applicable
E.38	Conflicts of Interest	Not applicable
E.39	Applicable law	This white paper is being published solely for purposes of admission to trading, not an offer to the public of the Token. However, subject to mandatory applicable law, to the extent legal disputes arise in relation to the Token, such matters would likely fall under the laws of the British Virgin Islands, the jurisdiction of incorporation of the Issuer, and be subject to the courts of that jurisdiction.
E.40	Competent court	See Section E.39.
Part F - Information about the crypto-assets
F.1	Crypto-Asset Type	Crypto-asset other than an asset-referenced token or e-money token
F.2	Crypto-Asset Functionality	According to the article 3(1)(5) of MiCA, a crypto-asset is a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology. As reminded by the European Banking Authority ("EBA"), the term 'right' should be interpreted broadly in accordance with recital (2) of MiCA. The Token qualifies as a crypto-asset within the meaning of MiCA, as it is a digital representation of the right to access the Ecosystem and participate in the Ecosystem's governance. The Token can be transferred and stored using the distributed ledger technology ("DLT"). The Token displays the following functionalities: Staking in exchange for Rewards: Token holders who stake the Token will receive protocol rewards. It is anticipated that staked Tokens will be used to secure one or more components of the Project. Unstaking may be subject to a cooldown period. Governance: It is anticipated that the Token will serve as a governance token, allowing holders to help shape the future of the Project. Any governance rights granted to Token holders will be subject to the disclaimers and qualifications made in Section F.3 and Section G.3.
F.3	Planned Application of Functionalities	At the time of publication of this whitepaper, the Foundation anticipates the following: the staking feature described in Section F.2 and in other parts of this whitepaper will be available for the Token holders following the Token Generation Event ('TGE'); and the governance feature described in Section F.2 and in other parts of this whitepaper will evolve over time by the governance community and development team. Any governance rights granted to Token holders will be subject to any rules applicable to the Project's governance, including but not limited to the Sky Atlas.
A description of the characteristics of the crypto-asset, including the data necessary for classification of the crypto-asset white paper in the register referred to in Article 109 of Regulation (EU) 2023/1114, as specified in accordance with paragraph 8 of that Article
F.4	Type of white paper	OTHR
F.5	The type of submission	NEWT
F.6	Crypto-Asset Characteristics	See Section 8.
F.7	Commercial name or trading name	Spark
F.8	Website of the issuer	Neither the Foundation nor the Issuer have a website. The website of the Project is https://spark.fi/
F.9	Starting date of offer to the public or admission to trading	28/05/2025
F.10	Publication date	19/05/2025
F.11	Any other services provided by the issuer	Neither the Foundation nor the Issuer provide any other services not covered by Regulation (EU) 2023/1114.
F.12	Identifier of operator of the trading platform	Not applicable
F.13	Language or languages of the white paper	English
F.14	Digital Token Identifier Code used to uniquely identify the crypto-asset or each of the several crypto assets to which the white paper relates, where available	SPK
F.15	Functionally Fungible Group Digital Token Identifier, where available	Not applicable
F.16	Voluntary data flag	FALSE
F.17	Personal data flag	TRUE
F.18	LEI eligibility	Not available
F.19	Home Member State	Malta
F.20	Host Member States	The admission to trading of the Token is passported in the following countries: Austria Belgium Bulgaria Croatia Cyprus Czech Germany Denmark Estonia Spain Finland France Greece Hungary Iceland Ireland Italy Latvia Liechtenstein Lithuania Luxembourg Netherlands Norway Poland Portugal Romania Slovakia Slovenia Sweden
Part G - Information on the rights and obligations attached to the crypto-assets
G.1	Purchaser Rights and Obligations	The Token enables its holders to interact with the Project that operates autonomously and without the Foundation having an operative role. As a result, the Foundation, to the fullest extent permitted by applicable laws, disclaims all warranties, whether express or implied. This includes but is not limited to, implied warranties of merchantability and fitness for a particular purpose. Moreover, to the fullest extent permissible by applicable laws, the Foundation is not liable for any damages arising from the holding, use, transfer, or interactions involving Tokens and the Project. This limitation applies to all forms of damages, including direct, indirect, incidental, punitive, and consequential damages.
G.2	Exercise of Rights and obligations	Governance Rights: To exercise any governance rights which become available to Token holders, Token holders must hold the Token and timely delegate or vote with their Tokens in accordance with any rules applicable to the Project's governance at that time, including but not limited to the Sky Atlas. Staking in exchange for Rewards: To earn 'protocol rewards, Token holders must stake their Tokens.
G.3	Conditions for modifications of rights and obligations	Neither the Foundation nor the Issuer has the ability to unilaterally modify the rights or obligations attached to the Token. However, the functionalities or rights attaching to the Token may be affected by changes made to the Project by the governance community and development team. These protocol-level changes may impact on the ways in which the Token can be used. Holders are encouraged to monitor official protocol channels for updates, including but not limited to the Project's website (https://spark.fi/).
G.4	Future Public Offers	The Issuer does not intend to offer the Token to the public in the future.
G.5	Issuer Retained Crypto-Assets	0
G.6	Utility Token Classification	FALSE
G.7	Key Features of Goods/Services of Utility Tokens	Not applicable
G.8	Utility Tokens Redemption	No redemption
G.9	Non-Trading request	TRUE
G.10	Crypto-Assets purchase or sale modalities	Not applicable
G.11	Crypto-Assets Transfer Restrictions	The Exchanges may impose restrictions on holders of Tokens on their respective Exchanges, in accordance with applicable laws and internal policies. Token holders who acquire the Token through "private sales" are subject to restrictions as per the terms of sale.
G.12	Supply Adjustment Protocols	Sky governance will control the Token's mint and burn functionality. Therefore, modifications to the Token's supply can only occur via a vote of Sky governance.
G.13	Supply Adjustment Mechanisms	See Section G.12.
G.14	Token Value Protection Schemes	Not applicable
G.15	Token Value Protection Schemes Description	FALSE
G.16	Compensation Schemes	FALSE
G.17	Compensation Schemes Description	Not applicable
G.18	Applicable law	Subject to mandatory applicable law, to the extent legal disputes arise in relation to the Token, such matters would likely fall under the laws of the British Virgin Islands, the jurisdiction of incorporation of the Issuer, and be subject to the courts of that jurisdiction.
G.19	Competent court	See Section G.18.
Part H – Information on the underlying technology
H.1	Distributed ledger technology	The Token will be launched on the Ethereum blockchain.
H.2	Protocols and technical standards	The Token will be launched on the Ethereum blockchain under the ERC-20 standard to guarantee industry-standard compatibility.
H.3	Technology Used	As an ERC-20 token, the Token will be deployed as a smart contract on the Ethereum blockchain. Users can manage the Token through their own non-custodial wallet software provided by third parties or by directly interacting with the Token's smart contract through a third-party API.
H.4	Consensus Mechanism	The Token will be launched on the Ethereum blockchain, which relies on a Proof of Stake ("PoS") consensus mechanism. In Ethereum's PoS consensus mechanism, validators are randomly selected to propose and attest to blocks. To participate as an Ethereum validator, they must stake at least 32 ETH and run the software established for that end.
H.5	Incentive Mechanisms and Applicable Fees	Validators are compensated with ETH in exchange for proposing and attesting to proposed blocks. Their compensation is sourced from a portion of transaction fees and a block reward. If validators misbehave, they will be penalised with slashing, involving losing part of their staked ETH. Every Ethereum transaction requires the payment of gas fees. Since the implementation of EIP-1559, the fee is split into two components: Base fee: Automatically calculated based on network demand and is burned (removed from circulation), and Priority fee (or tip): Paid to the validator for including the transaction in a proposed block. The priority fee is earned by the validator that proposed the block in which the transaction is included.
H.6	Use of Distributed Ledger Technology	FALSE
H.7	DLT Functionality Description	Not applicable
H.8	Audit	FALSE
H.9	Audit outcome	Not applicable
Part J – Information on the sustainability indicators in relation to adverse impact on the climate and other environment-related adverse impacts
J.01	Name	Spark Foundation
J.02	Relevant legal entity identifier	Not available
J.03	Name of the crypto-asset	SPK
J.04	Consensus Mechanism	The Token will be launched on the Ethereum blockchain, which relies on a PoS consensus mechanism. In Ethereum's PoS consensus mechanism, validators are randomly selected to propose and attest to blocks. To participate as an Ethereum validator, they must stake at least 32 ETH and run the software established for that end.
J.05	Incentive Mechanisms and Applicable Fees	Validators are compensated with ETH in exchange for proposing and attesting to proposed blocks. Their compensation is sourced from a portion of transaction fees and a block reward. If validators misbehave, they will be penalised with slashing, involving losing part of their staked ETH. Every Ethereum transaction requires the payment of gas fees. Since the implementation of EIP-1559, the fee is split into two components: Base fee: Automatically calculated based on network demand and is burned (removed from circulation), and Priority fee (or tip): Paid to the validator for including the transaction in a proposed block. The priority fee is earned by the validator that proposed the block in which the transaction is included.
J.06	Beginning of the Period to which the Disclosed Information Relates	03/03/2024
J.07	End of the Period to which the Disclosed Information Relates	03/03/2025
Mandatory key indicator on energy consumption
J.08	Energy Consumption	6,049,441.70 kWh
Sources and methodologies
J.09	Energy Consumption Sources and Methodologies	The estimated energy consumption provided in Section J.08 has been calculated using the CCRI Crypto Sustainability Metrics provided by the Crypto Carbon Ratings Institute (source: https://indices.carbon-ratings.com/). Since the Token has not yet been created, the energy consumption pertains to the previous calendar year, as an estimate of what can be consumed during the Token's first year by the Ethereum blockchain.