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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
December 19, 2022
Date of Report (Date of earliest event reported)
Iron Spark I Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-40467 |
|
N/A |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification
No.) |
|
125 N. Cache St., 2nd Floor, Box 3789 Jackson,
Wyoming |
|
83001 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (307) 200-9007
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:
| x | Written
communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name
of each exchange on which
registered |
| Class A Common Stock, par value $0.0001 per share |
ISAA |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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.
IMPORTANT NOTICES
Additional Information and Where to Find
It
In
connection with the proposed business combination (the “Business Combination”) by and among Iron Spark I Inc., a Delaware
corporation (“ISAA”), Hypebeast Limited, a Cayman Islands exempted company (the “Company”), and
Hypebeast WAGMI Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) pursuant to
that certain Agreement and Plan of Merger, dated April 3, 2022 (as amended, the “Merger Agreement”), the Company has
filed a registration statement on Form F-4 (as amended, the “Registration Statement”) with the U.S. Securities and
Exchange Commission (the “SEC”), and ISAA and the Company will file other documents regarding the proposed Business
Combination with the SEC. ISAA’s stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus
and the amendments thereto and, when available, the definitive proxy statement filed in connection with the proposed Business Combination,
as these materials will contain important information about the Company, ISAA, and the proposed Business Combination. Promptly after the
Registration Statement is declared effective by the SEC, ISAA will mail the definitive proxy statement/prospectus and a proxy card to
each stockholder entitled to vote at the meeting relating to the approval of the Business Combination and other proposals set forth in
the Registration Statement. Before making any voting or investment decision, investors and stockholders of ISAA are urged to carefully
read the entire Registration Statement and any other relevant documents filed with the SEC, as well as any amendments or supplements to
these documents, because they will contain important information about the proposed Business Combination. The documents filed by the Company
with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov or by writing to ISAA at 125 N.
Cache Street, 2nd Floor, Box 3789, Jackson, Wyoming 83001.
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction.
No Offer or Solicitation
This Current Report on Form
8-K shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or a solicitation of an offer
to buy any securities of ISAA nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form
8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995 with respect to the Business Combination between ISAA, the Company and Merger Sub. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believe,” “predict,”
“potential,” “continue,” “strategy,” “future,” “opportunity,” “would,” “seem,”
“seek,” “outlook” and similar expressions are intended to identify such forward-looking statements. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results.
These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. These forward-looking statements include, without limitation, ISAA, the Company’s
and Merger Sub’s expectations with respect to anticipated financial impacts of the Business Combination, the satisfaction of closing
conditions to the Business Combination, and the timing of the completion of the Business Combination. You should carefully consider the
risks and uncertainties described in the “Risk Factors” section of the Registration Statement, ISAA’s registration statement
on Form S-1 (File No. 333- 253775), its Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended December 31,
2021 and its subsequent Quarterly Reports on Form 10-Q. In addition, there will be risks and uncertainties described in other documents
filed by the Company and ISAA from time to time with the SEC. These filings would identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these
factors are outside ISAA’s or the Company’s control and are difficult to predict. Many factors could cause actual future events
to differ from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (1) the outcome of any
legal proceedings that may be instituted against ISAA or the Company following the announcement of the Business Combination; (2) the inability
to complete the Business Combination, including due to the inability to concurrently close the Business Combination and the private placement
of common stock or due to failure to obtain approval of the Company’s stockholders; (3) the risk that the transaction may not be
completed by ISAA’s business combination deadline and the potential failure to obtain an extension of the Business Combination deadline
if sought by ISAA; (4) the failure to satisfy the conditions to the consummation of the transaction, including the approval by the Company’s
stockholders, the satisfaction of the minimum trust account amount following any redemptions by ISAA’s public stockholders and the
receipt of certain governmental and regulatory approvals; (5) delays in obtaining, adverse conditions contained in, or the inability to
obtain necessary regulatory approvals or complete regulatory reviews required to complete the Business Combination; (6) the occurrence
of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (7) volatility in the price
of ISAA’s securities; (8) the risk that the Business Combination disrupts current plans and operations as a result of the announcement
and consummation of the Business Combination; (9) the inability to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain key employees; (10) costs related to the Business Combination; (11) changes in the
applicable laws or regulations; (12) the possibility that the combined company may be adversely affected by other economic, business,
and/or competitive factors; (13) the risk of downturns and a changing regulatory landscape in the industry in which the Company operates;
(14) the impact of the global COVID-19 pandemic; (15) the Company’s ability to obtain or maintain rights or licenses to operate
in any market in which the Company operates; (16) the potential inability of the Company to raise additional capital needed to pursue
its business objectives or to achieve efficiencies regarding other costs; (17) the enforceability of the Company’s intellectual
property, including its patents, and the potential infringement on the intellectual property rights of others, cyber security risks or
potential breaches of data security; and (18) other risks and uncertainties described in the Registration Statement, ISAA’s registration
statement on Form S-1 and Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended December 31, 2021 and its
subsequent Quarterly Reports on Form 10-Q. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant
economic uncertainty. ISAA and the Company caution that the foregoing list of factors is not exclusive or exhaustive and not to place
undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. None of ISAA or the Company
gives any assurance that ISAA or the Company will achieve its expectations. None of ISAA or the Company undertakes or accepts any obligation
to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments
or otherwise, or should circumstances change, except as otherwise required by securities and other applicable laws.
Participants in the Solicitation
ISAA
and the Company and their directors and executive officers may be deemed participants in the solicitation of proxies from ISAA’s
stockholders with respect to the Merger Agreement. A list of the names of those directors and executive officers and a description of
their interests in the Merger Agreement is included in the Registration Statement, which is available at www.sec.gov. Other information
regarding the interests of the participants in the proxy solicitation will be included in the Registration Statement pertaining to the
Business Combination when it becomes available. These documents can be obtained free of charge from the source indicated above.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 21, 2022, subsequent
to the approval by the stockholders of Iron Spark I Inc. (“ISAA”) of the Certificate of Amendment to ISAA’s Amended
and Restated Certificate of Corporation (the “Charter Amendment”) at the Special Meeting (as defined below), ISAA filed
the Charter Amendment with the Delaware Secretary of State. The Charter Amendment changed the date by which ISAA must consummate an initial
business combination from June 11, 2023 to December 28, 2022. The Charter Amendment is attached as exhibit 3.1 hereto and is incorporated
herein by reference.
Item 5.07. Submissions of Matters to a Vote of Security Holders.
On
December 19, 2022, ISAA held a special meeting of stockholders (the “Special Meeting”). On November 25, 2022, the record
date for the Special Meeting, there were 17,870,800 issued and outstanding shares of ISAA’s Class A common stock (the “Class
A Common Stock”) and 4,170,000 issued and outstanding shares of ISAA’s Class B common stock (the “Class B Common
Stock” and together with the Class A Common Stock, the “Common Stock”) entitled to be voted at the
Special Meeting, 79.30% of which were represented in person or by proxy.
The
final results for each of the matters submitted to a vote of ISAA’s stockholders at the Special Meeting are as follows:
| Matters Voted On |
For |
Against |
Abstain |
| Proposal to approve an amendment to ISAA’s Amended and Restated Certificate of Incorporation, at the discretion of the board of directors of ISAA, to change the date by which ISAA must consummate an initial business combination, from June 11, 2023 to December 28, 2022 and set the redemption price at $10.00 plus interest earned on the trust account (less up to $100,000 of interest to pay dissolution expenses) in order to permit ISAA to liquidate and wind up early (the “Charter Amendment Proposal”). |
17,419,084 |
60,004 |
0 |
| |
|
|
|
| Proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes from the holders of shares of Common Stock to approve the Charter Amendment Proposal or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate. |
17,345,909 |
133,178 |
1 |
Each of the proposals described
above was approved by ISAA’s stockholders.
Item 8.01. Other Events.
On December 20, 2022,
ISAA issued a press release announcing that ISAA will not be able to complete the previously announced business combination with
Hypebeast Limited by year-end and ISAA's intent to dissolve and liquidate promptly after December 28, 2022. The press release is
furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained in the press release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that Section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
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.
Dated: December 22, 2022
| IRON SPARK I INC. |
|
| |
|
|
| By: |
/s/ Joshua Spear |
|
| Name: |
Joshua Spear |
|
| Title: |
Chief Executive Officer |
|
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