Effective September 2, 2026
This Legal Statement sets forth important legal and regulatory information concerning Spark & Logic Equity Partners LLC (“Spark & Logic”) and the content made available at spark-and-logic.com and through any client portal offered on it (the “Site”). It should be read together with our Terms of Use and Privacy Policy.
1. The Firm
Spark & Logic is a mergers and acquisitions advisory firm serving founder-led software and technology companies. Our practice comprises sell-side M&A advisory and related strategic advisory services.
2. Regulatory Status
Spark & Logic conducts its advisory activities in reliance on the exemption from broker-dealer registration available to M&A brokers under Section 15(b)(13) of the Securities Exchange Act of 1934, as amended. Spark & Logic is accordingly not registered as a broker-dealer with the Securities and Exchange Commission and is not a member of FINRA or SIPC. Spark & Logic is not a registered investment adviser and does not provide investment advisory services.
Scope of the exemption: The exemption applies to services rendered in connection with the transfer of ownership of an eligible privately held company. The statute defines an eligible privately held company as one that has no class of securities registered, or required to be registered, with the Commission and no periodic reporting obligation, and that, in the fiscal year preceding the fiscal year in which the M&A broker is engaged, had either earnings before interest, taxes, depreciation, and amortization of less than $25,000,000 or gross revenues of less than $250,000,000, determined in accordance with the company’s historical financial accounting records. These thresholds adjust by statutory formula every five years, with the first adjustment effective December 29, 2027.
Conditions observed: Consistent with the requirements of the exemption, Spark & Logic does not receive, hold, transmit, or take custody of the funds or securities exchanged by the parties to a transaction. We do not provide financing in connection with a transfer of ownership, and where we assist a party in obtaining financing from an unaffiliated source, we do so in compliance with applicable law and disclose in writing any compensation we receive. We do not participate in public offerings, transactions involving reporting companies, or transactions involving shell companies other than business combination related shell companies. We do not represent both the buyer and the seller in the same transaction absent written disclosure to and written consent from both parties. We do not form buyer groups, and we do not bind any party to a transfer of ownership. We effect a transfer of ownership only where we reasonably believe that, upon completion, the acquirer will control and actively operate the company or the business conducted with its assets.
State law: The exemption is federal and does not preempt state law. State registration and notice-filing requirements vary, and Spark & Logic assesses applicable state requirements on a transaction-by-transaction basis, including with respect to the jurisdictions of transaction counterparties.
Availability of the exemption depends upon the specific facts of each engagement. Nothing in this Legal Statement constitutes a determination that any particular transaction qualifies, and prospective clients and counterparties should obtain independent legal advice concerning the regulatory treatment of any transaction.
3. No Investment, Legal, Tax, or Accounting Advice
Content made available on the Site is provided for general informational purposes only. It does not constitute investment advice, a recommendation with respect to any security, or legal, tax, accounting, or regulatory advice, and it does not take into account the objectives, financial situation, or particular needs of any person.
Spark & Logic does not provide legal, tax, or accounting services and expresses no opinion as to the legal, tax, or accounting treatment of any transaction. Independent professional advice should be obtained before any transaction decision is made.
4. No Offer or Solicitation
Nothing contained on the Site constitutes an offer to sell, or a solicitation of an offer to buy, any security, any interest in any fund or investment vehicle, or any other financial instrument, in any jurisdiction. No securities offering is being conducted through the Site. Any offer or sale of securities will be effected solely pursuant to definitive transaction documentation and in compliance with applicable securities laws.
5. Engagement, Representation, and Compensation
Access to or use of the Site, submission of an inquiry, or correspondence with our personnel does not create an advisory, agency, fiduciary, brokerage, or client relationship. An engagement arises only upon execution of a written engagement agreement, and the scope of our responsibilities is defined exclusively by that agreement.
On a sell-side mandate, Spark & Logic is engaged and compensated by the seller and represents the seller’s interests. Our compensation ordinarily consists of a retainer together with a fee contingent upon completion of a transaction, the terms of which are set forth in the engagement agreement. Spark & Logic does not represent buyers or investors and owes them no duty of care or fiduciary duty. Prospective buyers and investors should rely upon their own investigation, diligence, and professional advisors and not upon Spark & Logic or any materials furnished by us.
6. Confidentiality
Materials concerning specific companies or transactions are confidential and are made available only to persons who have executed a confidentiality agreement and who have been authorized to receive them. Such materials may contain material non-public information, and recipients are responsible for compliance with applicable securities laws, including the prohibitions on insider trading and unlawful disclosure. The confidentiality obligations set forth in our Terms of Use apply in all cases.
7. No Guarantee of Results; Past Performance
Spark & Logic does not guarantee that any transaction will be consummated, that any particular valuation, price, or set of terms will be obtained, or that any prospective buyer or investor will submit an offer. Transaction outcomes depend upon market conditions, counterparty behavior, diligence findings, financing availability, regulatory approvals, and other factors beyond our control.
References on the Site to prior transactions, results, or client outcomes are illustrative and are not indicative of future results. Statements attributed to clients reflect the experience of those persons and may not be representative.
8. Forward-Looking Statements
The Site may contain forward-looking statements concerning market conditions, valuation trends, transaction activity, and anticipated outcomes. Such statements reflect our views as of the date made, rest upon assumptions, and are subject to known and unknown risks and uncertainties. Actual results may differ materially. Spark & Logic undertakes no obligation to update any forward-looking statement.
9. Third-Party Names and Marks
The Site may reference or display the names, logos, or trademarks of third-party companies, including acquirers, strategic buyers, and financial sponsors active in the markets we serve.
All such names, logos, and marks remain the property of their respective owners and appear on the Site for identification and illustrative purposes only. Their appearance does not imply affiliation with, sponsorship by, or endorsement by Spark & Logic, nor does it indicate that any such company is a client of, or has transacted with, Spark & Logic. References to relationships or to access describe the coverage universe within which we operate and do not represent a commercial agreement with, or any commitment by, any named company.
Spark & Logic is not affiliated with any other business operating under a similar name.
10. Accuracy of Information
Information appearing on the Site, including market data, statistics, and information obtained from third parties, is believed to be reliable but has not been independently verified. Spark & Logic makes no representation or warranty as to its accuracy, completeness, timeliness, or fitness for any purpose, and such information is subject to change without notice.
Analysis and materials prepared by Spark & Logic may be produced with the assistance of artificial intelligence systems and are reviewed by our professionals prior to use. Such materials remain subject to the limitations described in this Section.
11. Jurisdictional Limitations
The Site is directed to persons located in the United States and is not intended for use by any person in any jurisdiction where its publication or availability would be contrary to local law. Persons accessing the Site from outside the United States do so on their own initiative and are responsible for compliance with applicable local law. Spark & Logic does not offer or provide services in any jurisdiction in which it is not authorized to do so.
12. Compliance Screening
Spark & Logic conducts customer identification, sanctions, and conflicts screening as it deems appropriate or as required by law, and reserves the right to decline or terminate any engagement or counterparty relationship on that basis.
13. Governing Law; General
The disclaimers and limitations of liability set forth in our Terms of Use apply to this Legal Statement and to all content and materials made available through the Site and are incorporated herein by reference. This Legal Statement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles, and the dispute resolution provisions of our Terms of Use apply.
Spark & Logic may revise this Legal Statement at any time by posting an updated version bearing a new effective date.
14. Contact
info@spark-and-logic.com
Spark & Logic San Diego, California