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Iron Spark I Inc. and Hypebeast Announce Filing of Registration Statement with the U.S. Securities and Exchange Commission With Respect to Proposed Business Combination

·9-min read
IronSpark I Inc.
IronSpark I Inc.

NEW YORK and HONG KONG, June 30, 2022 (GLOBE NEWSWIRE) -- Hypebeast Limited (HKSE: 00150, "Hypebeast" or the "Company"), the go-to platform for contemporary culture and lifestyle and a premier destination for editorially-driven commerce and news, and Iron Spark I Inc. (Nasdaq: ISAA, "Iron Spark"), a publicly-traded special purpose acquisition company ("SPAC"), announced today that Hypebeast filed an amended registration statement on Form F-4 with the U.S. Securities and Exchange Commission (“SEC”) with respect to their proposed business combination (the “Business Combination”).

The registration statement has been filed with the SEC but has not yet become effective. The securities subject to the registration statement may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.

On April 3, 2022, Hypebeast entered into a definitive agreement with Iron Spark to bring its robust contemporary culture and lifestyle platform to the U.S. public markets.

The Business Combination is subject to customary closing conditions, including the approval of Iron Spark’s stockholders, and is expected to be consummated in the third quarter of 2022. Upon the closing of the Business Combination, the Company will operate under the Hypebeast name and is expected to be dual-listed on NASDAQ trading under the new symbol “HYPE” and its existing listing on the Hong Kong Stock Exchange under the stock code 00150.HK.

For more information about the transaction, please visit https://hypebeast.ltd/investors.

About HYPEBEAST
Hypebeast Ltd. started from being a sneaker website founded by Kevin Ma in 2005 to a publicly listed media company in 2016. With a total reach of over 44.7M users across all platforms, the group boasts a global readership across Asia Pacific, North America, Europe and more, with the flagship platform available in five languages. The group has expanded its publishing brands to a wider scope in recent years, encompassing Hypebeast and its multiple content distribution platforms, e-commerce store HBX and agency HYPEMAKER.

About Iron Spark I Inc.
Iron Spark I Inc. is a newly incorporated blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Although there is no restriction or limitation on what industry or geographic region our target operates in, it is our intention to pursue prospective targets that are consumer brands. The Company will pay a quarterly dividend of $0.05 per outstanding share of Class A common stock.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and section 21E of the U.S. Securities Exchange Act of 1934 ("Exchange Act") that are based on beliefs and assumptions and on information currently available to Iron Spark and Hypebeast. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "target," "seek" or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including projections of market opportunity and market share, the capability of Hypebeast's business plans including its plans to expand, the sources and uses of cash from the proposed transaction, the anticipated enterprise value of the combined company following the consummation of the proposed transaction, any benefits of Hypebeast's partnerships, strategies or plans as they relate to the proposed transaction, anticipated benefits of the proposed transaction and expectations related to the terms and timing of the proposed transaction are also forward looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Although each of Iron Spark and Hypebeast believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of Iron Spark and Hypebeast caution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form F-4 relating to the proposed transaction, which is expected to be filed by Hypebeast with the SEC and other documents filed by Iron Spark or Hypebeast from time to time with the SEC. These filings may 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. Neither Iron Spark nor Hypebeast can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the business combination due to the failure to obtain approval from Iron Spark's stockholders or satisfy other closing conditions in the business combination agreement, the occurrence of any event that could give rise to the termination of the business combination agreement, the ability to recognize the anticipated benefits of the business combination, the amount of redemption requests made by Iron Spark's public stockholders, costs related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties, including those to be included under the heading "Risk Factors" in the final prospectus for Iron Spark's initial public offering filed with the SEC on June 10, 2021 and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither Iron Spark or Hypebeast presently know or that Iron Spark and Hypebeast currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Iron Spark, Hypebeast, their respective directors, officers or employees or any other person that Iron Spark and Hypebeast will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent the views of Iron Spark and Hypebeast as of the date of this communication. Subsequent events and developments may cause those views to change. However, while Iron Spark and Hypebeast may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of Iron Spark or Hypebeast as of any date subsequent to the date of this communication.

No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Iron Spark or Hypebeast, nor shall there be any sale of any such 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 such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Important Additional Information Regarding the Transaction Will Be Filed With the SEC
In connection with the proposed business combination, Hypebeast filed with the SEC a registration statement on Form F-4 containing a preliminary proxy statement of Iron Spark, and after the registration statement is declared effective, a definitive proxy statement/prospectus/consent solicitation statement relating to the proposed business combination to Iron Spark’s and Hypebeast's shareholders. This press release does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. Iron Spark's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus/consent solicitation statement and the amendments thereto and the definitive proxy statement/prospectus/consent solicitation statement and other documents filed in connection with the proposed business combination, as these materials will contain important information about Hypebeast, Iron Spark and the proposed business combination. When available, the definitive proxy statement/prospectus/consent solicitation statement and other relevant materials for the proposed business combination will be mailed to stockholders of Iron Spark as of a record date to be established for voting on the proposed business combination. Such stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus/consent solicitation statement, the definitive proxy statement/prospectus/consent solicitation statement and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to Iron Spark I Inc., 125 N Cache St
Jackson, Wyoming 83001, Attention: Olivia Defechereux Dejah.

Participants in the Solicitation
Iron Spark and Hypebeast and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Iron Spark's stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Iron Spark's stockholders in connection with the proposed business combination will be set forth in Hypebeast's registration statement on Form F-4, including a proxy statement/prospectus/consent solicitation statement, when it is filed with the SEC. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of Iron Spark's directors and officers in Iron Spark's filings with the SEC and such information will also be in the Registration Statement to be filed with the SEC by Hypebeast, which will include the proxy statement / prospectus/consent solicitation statement of Iron Spark for the proposed transaction.

Investor Contacts:
ICR
Ashley DeSimone
Ashley.DeSimone@icrinc.com
(646) 677-1827

Media Contacts:
Iron Spark I
Olivia Defechereux Dejah
olivia@ironspark.com
Telephone: (307) 200-9007

Hypebeast Limited
Sujean Lee / Rosita Cheng
media@hypebeast.com


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