Form 8-K Iron Spark I Inc. For: Jun 16

 

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

 

June 16, 2021

Date of Report (Date of earliest event reported)

 

Iron Spark I Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-40467		86-1693305
(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:

 

¨

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		ISAA		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.

 

Exhibit No.		Description
99.1		Unaudited Pro Forma Balance Sheet as of June 11, 2021

 

 

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:  June 23, 2021
IRON SPARK I INC.
By:	/s/ Joshua L. Spear
Name:	Joshua L. Spear
Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

		June 11, 2021				Pro Forma Adjustments								As Adjusted
						(Unaudited)								(Unaudited)
ASSETS
Current assets:
Cash		$	1,820,032			$	—							$	1,820,032
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
							1,008,000				(b)
							(336,000	)			(c)
TOTAL ASSETS		$	157,841,390			$	17,472,000							$	175,313,390
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
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
Total Liabilities			5,614,984				588,000								6,202,984
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
Stockholders' Equity
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
							10				(b)
							(169	)			(e)
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
							1,007,990				(b)
							(336,000	)			(c)
							(588,000	)			(d)
							(16,883,831	)			(e)
Accumulated deficit			(109,125	)			—								(109,125	)
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.

 

 

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.

 

 

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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