A Florida state court has approved a settlement agreement between Sky Quarry, Inc. and LendSpark Corporation, a resolution that grants the plaintiff an exemption from federal securities registration requirements for shares issued as part of the deal. The ruling, entered on October 2, 2026, by the Circuit Court of the Twelfth Judicial Circuit in and for DeSoto County, clears the path for Sky Quarry to issue shares to LendSpark in exchange for the release of certain claims, a move that avoids the standard registration process under the Securities Act of 1933.
The legal instrument, filed as an exhibit to Sky Quarry's Form 8-K, details the court's findings after a hearing held on the fairness of the settlement terms. LendSpark Corporation, an Indiana corporation acting as the plaintiff, and Sky Quarry, Inc., a Delaware corporation acting as the defendant, entered into the Settlement Agreement on October 1, 2026. The court's approval is predicated on its determination that the terms and conditions of the share issuance are fair to LendSpark, which is identified in the order as the only party to whom shares will be issued under the agreement.
Central to the approval is the court's reliance on Section 3(a)(10) of the Securities Act. The order states that, assuming all other applicable securities laws and regulations are satisfied, the sale of these shares to LendSpark and any subsequent resale in the United States will be exempt from registration. This exemption is contingent upon the court's specific finding that the issuance is fair to the plaintiff. The hearing was scheduled with the consent of both parties, and LendSpark was represented by counsel who acknowledged that adequate notice had been given and consented to the entry of the order.
The court explicitly noted that LendSpark had adequate notice of the hearing and that no other parties were involved in the issuance of shares under this specific settlement. By approving the stipulation, the Circuit Court of the Twelfth Judicial Circuit ordered both parties to comply with the terms of the agreement. The document also reserves jurisdiction over both Sky Quarry and LendSpark for purposes of contempt and enforcement, ensuring the court retains authority over the subject matter as allowed by law.
The order was signed by Judge Don Hall on October 2, 2026. Conformed copies of the document were sent to Charles N. Cleland Jr. and Robert E. Turffs, Esq. This legal development resolves Case No. 2026 CA 529, effectively converting a litigation dispute into a structured share issuance that benefits from a specific securities law exemption. For investors tracking Sky Quarry, the approval confirms that the company has obtained judicial validation for this specific transaction structure, allowing LendSpark to hold and potentially trade these shares without triggering new registration obligations under federal securities laws.