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 HYPEBEASTHypebeast 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 SolicitationThis
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 SECIn
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 StJackson, Wyoming 83001, Attention:
Olivia Defechereux Dejah.
Participants in the
SolicitationIron 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:ICRAshley
DeSimoneAshley.DeSimone@icrinc.com(646) 677-1827
Media Contacts: Iron Spark I
Olivia Defechereux Dejaholivia@ironspark.comTelephone: (307)
200-9007
Hypebeast LimitedSujean Lee / Rosita
Chengmedia@hypebeast.com
Grafico Azioni Iron Spark I (NASDAQ:ISAA)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Iron Spark I (NASDAQ:ISAA)
Storico
Da Lug 2023 a Lug 2024