Item 1.01. Entry into a Material Definitive Agreement.

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, par value $0.0001 per share (the "Common Stock"). The Common Stock was sold at a price of $10.00 per share, generating gross proceeds to the Company of $150,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File No. 333-253775 ) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the "Commission") on March 2, 2021 (as amended, the "Registration Statement"):





    ?   An Underwriting Agreement, dated June 8, 2021 by and between the Company
        and Morgan Stanley & Co. LLC , a copy of which is attached as Exhibit 1.1
        hereto and incorporated herein by reference.




    ?   A Letter Agreement, dated June 8, 2021, by and among the Company and its
        officers, directors and the Sponsor, a copy of which is attached as
        Exhibit 10.1 hereto and incorporated herein by reference.




   ?  An Investment Management Trust Agreement, dated June 8, 2021, by and
      between the Company and Continental Stock Transfer & Trust Company, LLC as
      trustee, a copy of which is attached as Exhibit 10.2 hereto and
      incorporated herein by reference.

   ?  A Registration Rights Agreement, dated June 8, 2021, by and among the
      Company and certain security holders, a copy of which is attached as
      Exhibit 10.3 hereto and incorporated herein by reference.

   ?  An Administrative Support Agreement, dated June 8, 2021, by and between the
      Company and Iron Spark I LLC (the "Sponsor"), a copy of which is attached
      as Exhibit 10.4 and incorporated herein by reference.

   ?  Indemnity Agreements, each dated as of June 8, 2021, by and between the
      Company and each of the officers and directors of the Company, copies of
      which are attached as Exhibit 10.5 and incorporated herein by reference.

   ?  A Private Placement Share Purchase Agreement, dated June 8, 2021, by and
      between the Company and the Sponsor, a copy of which is attached as Exhibit
      10.6 and incorporated herein by reference.

As of June 11, 2021, a total of $156,000,000 of the net proceeds from the IPO and the Private Placement (as defined below) were deposited in a trust account established for the benefit of the Company's public stockholders. An audited balance sheet as of June 11, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.

Item 3.02. Unregistered Sales of Equity Securities.

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.

The Private Placement Shares are identical to the Common Stock sold in the IPO. Additionally, our Sponsor and anchor investors have agreed not to transfer, assign, or sell any of the Private Placement Shares (except in limited circumstances, as described in the Registration Statement) until the date that is 30 days after the date we complete our initial business combination. Our Sponsor and anchor investors were granted certain demand and piggyback registration rights in connection with the purchase of the Private Placement Shares.

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.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws

On June 8, 2021, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Company's Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto, and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





Exhibit
No.        Description

  1.1        Underwriting Agreement, dated June 8, 2021, by and between the
           Registrant and Morgan Stanley & Co. LLC., as representative of the
           several underwriters

  3.1        Amended & Restated Certificate of Incorporation of the Company

  10.1       Letter Agreement, dated June 8, 2021, by and among the Registrant
           and its officers, directors and the Sponsor

  10.2       Investment Management Trust Agreement, dated June 8, 2021, by and
           between the Registrant and Continental Stock Transfer & Trust Company,
           LLC

  10.3       Registration Rights Agreement, dated June 8, 2021, by and among the
           Registrant and certain security holders

  10.4       Administrative Support Agreement, dated June 8, 2021, by and between
           the Registrant and the Sponsor

  10.5       Indemnity Agreements, each dated as of June 8, 2021, by and between
           the Registrant and each of the officers and directors of the
           Registrant

  10.6       Private Placement Shares Subscription Agreement, dated June 8, 2021,
           by and between the Registrant and the Sponsor

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