Hypebeast Limited (SEHK:150) executed LOI to acquire Iron Spark I Inc. (NasdaqCM:ISAA) from Iron Spark I LLC, Kepos Capital LP and others in a reverse merger transaction on October 12, 2021. Hypebeast Limited entered into a definitive agreement to acquire Iron Spark I Inc. from Iron Spark I LLC, Kepos Capital LP and others in a reverse merger transaction on April 3, 2022. As of August 12, 2022, Hypebeast Limited entered into an amendment agreement to acquire Iron Spark I Inc. from Iron Spark I LLC, Kepos Capital LP and others in a reverse merger transaction. Under the Merger Agreement, Iron Spark had a total of 22,183,300 Iron Spark Shares issued and outstanding as at the date of the Merger Agreement. The transaction implies a pro forma enterprise value of $353 million. The deal will result Hypebeast becoming dual-listed on NASDAQ under the ticker symbol, hype, H-Y-P-E and the Hong Kong Stock Exchange. Shareholders of Hypebeast shall own 56.2% stake in the combined company. Hypebeast's current management team Kevin Ma and Patrick Wong shall remain in place upon closing while Joshua L. Spear and Trevor Edwards are expected to be nominated to the combined company's Board of Directors.

The transaction, which has been unanimously approved by the respective Boards of Directors of Hypebeast and Iron Spark, is subject to approval by Hypebeast shareholders, Iron Spark stockholders, effectiveness of the proxy statement/prospectus on Form F-4, receipt of approval for the listing of the consolidated shares on Nasdaq, approval of the registration statement by the HKSE and registered as a prospectus in Hong Kong, the consummation of the PIPE Subscription and other customary closing conditions. On July 28, 2022, the Company entered into the Permitted Equity Subscription Agreement with the Additional PIPE Investor, pursuant to which the Additional PIPE Investor has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue to the Additional PIPE Investor, an aggregate of 0.2 million Additional Subscription Shares at the Subscription Price of $10. The transaction is anticipated to close in the third quarter of 2022. On November 11, 2022, Iron Spark I and Hypebeast Limited entered into Amendment No. 2 to Merger Agreement to change the Long Stop Date from January 3, 2023 to December 28, 2022. The transaction is expected to close in the fourth quarter of 2022.

Morgan Stanley & Co. LLC with a service fee of $4.25 million and BTIG, LLC acted as financial advisors to Iron Spark. Cowen and Company, LLC acted as exclusive financial advisor to Hypebeast. Daniel Dusek, Nicholas Norris, Joey Chau, Steve Lin and Joseph Raymond Casey of Kirkland & Ellis LLP acted as legal advisor to Hypebeast, and Giovanni Caruso of Loeb & Loeb LLP acted as legal advisor to Iron Spark. Morrow & Co., LLC acted as information agent with a service fee of $27,500 to ISAA. Continental Stock Transfer & Trust Company acted transfer agent to Iron Spark while Computershare Trust Company, National Association and Computershare Hong Kong Investor Services Limited acted as transfer agent to Hypebeast. K2 Integrity Holdings, Inc acted as due diligence advisor for ISAA. BTIG, LLC will receive a fee of $2 million upon consummation of merger.