Item 1.01. Entry into a Material Definitive Agreement.
On
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
? An Underwriting Agreement, datedJune 8, 2021 by and between the Company andMorgan Stanley & Co. LLC , a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ? A Letter Agreement, datedJune 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, datedJune 8, 2021 , by and between the Company andContinental 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, datedJune 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, datedJune 8, 2021 , by and between the Company andIron 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 ofJune 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, datedJune 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
Item 3.02. Unregistered Sales of
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
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
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 1.1 Underwriting Agreement, datedJune 8, 2021 , by and between the Registrant andMorgan Stanley & Co. LLC ., as representative of the several underwriters 3.1 Amended & Restated Certificate of Incorporation of the Company 10.1 Letter Agreement, datedJune 8, 2021 , by and among the Registrant and its officers, directors and the Sponsor 10.2 Investment Management Trust Agreement, datedJune 8, 2021 , by and between the Registrant andContinental Stock Transfer & Trust Company, LLC 10.3 Registration Rights Agreement, datedJune 8, 2021 , by and among the Registrant and certain security holders 10.4 Administrative Support Agreement, datedJune 8, 2021 , by and between the Registrant and the Sponsor 10.5 Indemnity Agreements, each dated as ofJune 8, 2021 , by and between the Registrant and each of the officers and directors of the Registrant 10.6 Private Placement Shares Subscription Agreement, datedJune 8, 2021 , by and between the Registrant and the Sponsor
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