Item 8.01 Other Events.
As previously disclosed, on April 3, 2022, Iron Spark I Inc., a Delaware
corporation ("SPAC"), entered into an Agreement and Plan of Merger (the
"Business Combination Agreement") with Hypebeast Limited, a Cayman Islands
exempted company (the "Company"), with its shares publicly traded with stock
code "00150" on the Main Board of The Stock Exchange of Hong Kong Limited (the
"HKSE") and Hypebeast WAGMI Inc., a Delaware corporation and wholly-owned
subsidiary of the Company (the "Merger Sub"), which provides the Merger (as
defined below) and other transactions in connection therewith (collectively, the
"Business Combination"). Following the Recapitalization (as defined in the
Business Combination Agreement) in accordance with the Business Combination
Agreement, the Merger Sub will merge with and into the SPAC in accordance with
the applicable provisions of the Delaware General Corporation Law (the
"Merger"), with the SPAC being the surviving entity and becoming a wholly-owned
subsidiary of the Company. The Merger will become effective at the time when the
Certificate of Merger becomes effective under the Delaware General Corporation
Law. Upon closing of the Business Combination, the shares of the Company will be
dual listed for trading on both the HKSE and the Nasdaq Capital Market LLC
("Nasdaq").
On April 3, 2022 and concurrently with the execution of the Business Combination
Agreement, the Company entered into subscription agreements (the "PIPE
Subscription Agreements") with certain third-party investors (the "PIPE
Investors"), pursuant to which the PIPE Investors agreed to purchase, severally
and not jointly, and the Company agreed to issue, allot and credit as fully
paid-up to PIPE Investors, 1,333,500 ordinary shares of the Company (after
taking into account the Recapitalization) at a price of $10.00 per share.
On July 28, 2022, the Company entered into a subscription agreement in
substantially the same form as the PIPE Subscription Agreements (a "Permitted
Equity Subscription Agreement"), including with respect to registration rights,
with one third-party investor (the "Additional PIPE Investor"), pursuant to
which the Additional PIPE Investor agreed to subscribe for, and the Company
agreed to allot and issue to the Additional PIPE Investor, an aggregate of
200,000 ordinary shares of the Company (after taking into account the
Recapitalization) (the "Additional Subscription Shares") at a subscription price
of $10.00 per share (such subscription and issuance, the "Additional PIPE
Investment").
The closing of the Additional PIPE Investment is contingent upon, among other
customary closing conditions, the substantially concurrent closing of the Merger
(the "Closing"). The purpose of the issuance and sale of the Additional
Subscription Shares is to raise additional capital for use by the Company
following the Closing.
Under the terms of the Business Combination Agreement, before Closing and
subject to compliance with the Rules Governing the Listing of Securities on the
HKSE and Company's memorandum and articles of association, the Company may still
enter into additional subscription agreements on substantially the same form as
the PIPE Subscription Agreements.
The form of the Permitted Equity Subscription Agreement, including with respect
to registration rights, is substantially the same as the form of PIPE
Subscription Agreements, which was filed as Exhibit 10.1 to the Current Report
on Form 8-K filed by the SPAC on April 4, 2022 and the foregoing description of
the Permitted Equity Subscription Agreement is qualified in its entirety by
reference thereto.
Additional Information and Where to Find It
In connection with the proposed Business Combination, SPAC and the Company has
filed and will file relevant materials with the SEC, including a proxy statement
which will be part of the Registration Statement to register securities to be
issued in connection with the Business Combination, and will file other
documents regarding the proposed Business Combination with the SEC. SPAC'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, SPAC, and the proposed Business Combination. Promptly after the
Registration Statement is declared effective by the SEC, SPAC will mail the
definitive proxy statement/prospectus and a proxy card to each shareholder
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 SPAC are
urged to carefully read the entire registration statement and proxy
statement/prospectus, when they become available, 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
SPAC 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 the SPAC 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 SPAC, 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, SPAC, 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 SPAC'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 the Form F-4 and other documents filed
by the Company and SPAC 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 SPAC'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 SPAC 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 shareholders; (3) the risk that the
transaction may not be completed by SPAC's business combination deadline and the
potential failure to obtain an extension of the Business Combination deadline if
sought by SPAC; (4) the failure to satisfy the conditions to the consummation of
the transaction, including the approval by the Company's shareholders, the
satisfaction of the minimum trust account amount following any redemptions by
SPAC'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 Business Combination Agreement; (7) volatility in the price of the SPAC'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 SPAC'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. SPAC 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 SPAC or the Company gives any assurance that
SPAC or the Company will achieve its expectations. None of SPAC 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
SPAC and the Company and their directors and executive officers may be deemed
participants in the solicitation of proxies from SPAC's stockholders with
respect to the Business Combination Agreement. A list of the names of those
directors and executive officers and a description of their interests in the
Business Combination Agreement will be included in the Registration Statement
for the Business Combination when available at www.sec.gov. Information about
SPAC's directors and executive officers and their ownership of SPAC shares is
set forth in SPAC's prospectus for its initial public offering. 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.
The Company and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of SPAC in
connection with the Business Combination. A list of the names of such directors
and executive officers and information regarding their interests in the proposed
Business Combination will be included in the Registration Statement for the
Business Combination when available.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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