Form 8-K Iron Spark I Inc. For: Jun 16
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 16, 2021
Date of Report (Date of earliest event reported)
Iron Spark I Inc.
(Exact Name of Registrant as Specified in its Charter)
|(State or other jurisdiction of
|(Commission File Number)||(I.R.S. Employer |
125 N Cache St.
2nd Floor, Box 3789
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (307) 200-9007
(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:
|¨||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||Name of each exchange on which registered|
Class A Common Stock, par value $0.0001 per share
The Nasdaq Capital 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. ¨
Item 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events
As previously disclosed on a Current Report on Form 8-K dated June 17, 2021, on June 11, 2021, Iron Spark I Inc. (the “Company”) consummated its initial public offering (the “IPO”) of 15,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”). The Class A Common Stock was sold at a price of $10.00 per share, generating gross proceeds of $150,000,000. The Company granted the underwriters a 45-day option to purchase up to 2,250,000 additional shares of Class A Common Stock to cover over-allotments.
As also previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with the Sponsor of 1,090,000 shares of Class A Common Stock (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share, generating total proceeds of $10,900,000.
Subsequently, on June 14, 2021, the underwriters exercised the over-allotment option in part, and the closing of the issuance and sale of an additional 1,680,000 shares of Class A Common Stock (the “Over-Allotment Option Shares”) occurred on June 16, 2021. The issuance by the Company of 1,680,000 Over-Allotment Option Shares at a price of $10.00 per share resulted in total gross proceeds of $16,800,000. On June 16, 2021, simultaneously with the sale of the Over-Allotment Option Shares, the Company consummated the private sale of an additional 100,800 Private Placement Shares, generating gross proceeds of $1,008,000. The Private Placement Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
On June 16, 2021, the Company canceled an aggregate of 142,500 shares of Class A Common Stock issued to a certain stockholder of the Company prior to the IPO and Private Placement.
A total of $173,472,000 of the net proceeds from the sale of Class A Common Stock in the initial public offering (including the Over-Allotment Option Shares) and the Private Placements on June 11, 2021 and June 16, 2021, were placed in a trust account established for the benefit of the Company’s public shareholders. Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the exercise of the over-allotment option.
Item 9.01. Financial Statements and Exhibits.
|99.1||Unaudited Pro Forma Balance Sheet as of June 11, 2021|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: June 23, 2021|
|IRON SPARK I INC.|
|By:||/s/ Joshua L. Spear|
|Name:||Joshua L. Spear|
|Title:||Chief Executive Officer|
IRON SPARK I INC.
JUNE 11, 2021
|June 11, 2021||Pro Forma Adjustments||As Adjusted|
|Prepaid expenses and other current assets||21,358||—||21,358|
|Total current assets||1,841,390||—||1,841,390|
|Cash held in Trust Account||156,000,000||16,800,000||(a)||173,472,000|
|LIABILITIES AND STOCKHOLDERS' EQUITY|
|Accounts payable and accrued expenses||$||3,158||$||—||$||3,158|
|Accrued offering costs||206,363||—||206,363|
|Due to related parties||155,463||—||155,463|
|Total current liabilities||364,984||—||364,984|
|Deferred underwriting fee payable||5,250,000||588,000||(d)||5,838,000|
|Commitments (see Note 6)|
|Class A common stock subject to possible redemption, 14,722,640 and 16,411,040 shares at redemption value, actual and as adjusted, respectively||147,226,400||16,884,000||(e)||164,110,400|
|Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding||—||—||—|
|Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 227,360 and 1,459,760 shares issued and outstanding, actual and as adjusted, respectively||28||168||(a)||37|
|Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding(1)||431||—||431|
|Additional paid-in capital||5,108,672||16,799,832||(a)||5,108,663|
|Total Stockholders' Equity||5,000,006||—||5,000,006|
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY||$||157,841,390||$||17,472,000||$||175,313,390|
(1) Includes up to 562,500 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. The underwriters partially exercised their over-allotment option on June 16, 2021; thus, only 142,500 Class B common stock remain subject to forfeiture.
IRON SPARK I INC.
JUNE 11, 2021
NOTE 1. CLOSING OF OVER-ALLOTMENT OPTION
The accompanying unaudited Pro Forma Financial Statement presents the Balance Sheet of Iron Spark I Inc. (the “Company”) as of June 11, 2021, adjusted for the partial exercise of the underwriters’ over-allotment option and related transactions which closed on June 16, 2021 as described below.
On June 11, 2021, the Company consummated its initial public offering (the “Initial Public Offering”) of 15,000,000 shares of Class A common stock (the “Public Shares”). The Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $150,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,090,000 shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Iron Spark I LLC (the “Sponsor”), generating gross proceeds of $10,900,000.
The Company had granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 2,250,000 additional Shares to cover over-allotments, if any. On June 16, 2021, the Underwriters purchased an additional 1,680,000 Shares (the “Over-Allotment Shares”), generating gross proceeds of $16,800,000, and incurred $336,000 in cash underwriting fees.
Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 100,800 shares (the "Over-Allotment Private Placement Shares") at a purchase price of $10.00 per share in a private placement to the Sponsor, generating gross proceeds of $1,008,000.
Upon closing of the Initial Public Offering, the sale of the Over-Allotment Private Placement Shares and the sale of the Over-Allotment Shares, a total of $173,472,000 ($10.40 per Public Share) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.
In addition, the Sponsor agreed to forfeit up to 562,500 shares of Class B common stock, par value $0.0001 (the “Founder Shares”) to the extent that the over-allotment option is not exercised in full by the underwriters. As a result of the underwriters' partial exercise of the over-allotment option, 420,000 Founders Shares are no longer subject to forfeiture; thus, only 142,500 Founder Shares remain subject to forfeiture.
IRON SPARK I INC.
JUNE 11, 2021
Pro forma adjustments to reflect the exercise of the Underwriters’ over-allotment option described above are as follows:
|Pro forma entries|
|a.||Cash held in trust account||$||16,800,000|
|Class A common stock||$||168|
|Additional paid-in capital||$||16,799,832|
|To record sale of 1,680,000 Over-allotment Shares at $10.00 per share|
|b.||Cash held in trust account||$||1,008,000|
|Class A common stock||$||10|
|Additional paid-in capital||$||1,007,990|
|To record sale of 100,800 Over-allotment Private Placement Shares at $10.00 per share|
|c.||Additional paid-in capital||$||336,000|
|Cash held in Trust Account||$||336,000|
|To record payment of cash underwriting fee|
|d.||Additional paid-in capital||$||588,000|
|Deferred underwriting fee payable||$||588,000|
|To record additional deferred underwriters’ fee arising from the sale of Over-allotment Shares|
|e.||Class A common stock||$||169|
|Additional paid-in capital||$||16,883,831|
|Class A common stock subject to redemption||$||16,884,000|
|To record Class A common stock subject to redemption|
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