UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 25, 2021

Spark Networks SE

(Exact name of registrant as specified in its charter)

Kohlfurter Straße 41/43

Berlin Germany 1099

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (+49) 30 868 000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On February 25, 2021, Spark Networks SE (the “Company”) received a written notice from Blue Torch Finance LLC, the administrative agent (the “Administrative Agent”) under that certain Loan Agreement, dated as of July 1, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among the Company, certain of the Company’s subsidiaries, the lenders from time to time party thereto and the Administrative Agent, asserting that certain events of default have occurred under the Loan Agreement as a result of (i) certain patents and patent applications of the Company not being listed on the perfection certificate delivered by the Company to the Administrative Agent and (ii) certain errors relating to the amount of the Company’s taxes. In the notice, the Administrative Agent states that on behalf of itself and each lender it is expressly reserving all claims, rights, remedies, causes of action and defenses under the Loan Agreement. The Loan Agreement consists of a $126 million term loan facility and a $5 million revolving credit facility. As of December 31, 2020, the aggregated outstanding principal balance of the term loan facility was $104.7 million, and there were no outstanding borrowings under the revolving credit facility. Upon an event of default under the Loan Agreement, the Administrative Agent may declare all or any portion of the outstanding principal amount of the loans under the Loan Agreement to be due and payable, together with the prepayment premium under the Loan Agreement. The Company and the Administrative Agent are discussing the terms of a waiver to the Loan Agreement in order address the foregoing matters, but such waiver has not yet been finalized by the parties.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.