Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
The Business Combination Agreement and the transactions contemplated thereby were approved by the respective boards of directors of the SPAC and the Company and by the sole director of the Merger Sub.
The Business Combination
The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur:
(i) Subject to approval by shareholders of the Company, the Company will conduct
a consolidation of its outstanding ordinary shares such that 30,000,000 ordinary
shares of the Company (each a "Consolidated Share") remain issued and
outstanding immediately after such share consolidation with a price of
(ii) Following the Recapitalization in accordance with the Companies Act (as
amended) of the
(iii) At the Effective Time, each share of Class A common stock of the SPAC, par
value
(iv) At Closing, (x) each eligible stockholder of SPAC (which shall not include
Sponsor or any other holder of SPAC Class
(v) All shares of capital stock of the Merger Sub that are issued and
outstanding immediately prior to the Effective Time will, by virtue of the
Merger and without further action on the part of the Company, be automatically
converted into and become one validly issued, fully paid and non-assessable
share of common stock of the
Conditions to Closing
The Business Combination Agreement is subject to the satisfaction or waiver of
certain customary closing conditions, including, among others, (i) the absence
of any governmental order enjoining or prohibiting the consummation of the
Closing, (ii) the absence of any action brought by a third party not affiliated
to the parties to the Business Combination Agreement that would otherwise
restrict the consummation of the Closing; (iii) effectiveness of the proxy
statement/prospectus on Form F-4 (the "Registration Statement") to be filed by
the Company in connection with the Business Combination and the absence of stop
order suspending the effectiveness of such Registration Statement or any part
thereof, (iv) approval of the Business Combination and related agreements and
transactions by the SPAC's stockholders, (v) approval of the Business
Combination and related agreements and transactions by the Company's
shareholders, (vi) receipt of approval for the listing of the Consolidated
Shares to be issued in connection with the Business Combination on Nasdaq,
(vii) approval of the Registration Statement by the HKSE and registered as a
prospectus in
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Subscription is incorporated by reference in this Item 3.02. The Subscription Shares to be issued in connection with the PIPE Subscription will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by
reference is an investor presentation (the "Investor Presentation") that the
SPAC has prepared for use in connection with the Business Combination Agreement,
dated
Furnished as Exhibit 99.3 and incorporated into this Item 7.01 by reference is a
transcript of the related video presentation, dated
Furnished as Exhibit 99.4, and incorporated into this Item 7.01 is an email
circulated by the CEO of Hypebeast Limited to employees in connection with the
Business Combination Agreement, dated
Furnished as Exhibit 99.5 and incorporated into this Item 7.01 is senior
management meeting invitation in connection with the Business Combination
Agreement, dated
Furnished as Exhibit 99.6 and incorporated into this Item 7.01 is an employee
townhall meeting invitation email in connection with the Business Combination
Agreement, dated
Furnished as Exhibit 99.7 and incorporated into this Item 7.01 is an email
circulated by the CEO of Hypebeast Limited to investors, which is in connection
with the Business Combination Agreement, dated
Furnished as Exhibit 99.8 and incorporated into this Item 7.01 by reference is
an email circulated by the CEO of Iron Spark to investors, which is in
connection with the Business Combination Agreement, dated
Furnished as Exhibit 99.9 and incorporated into this Item 7.01 by reference is
an email circulated by the CEO of Iron Spark to advisors, which is in connection
with the Business Combination Agreement, dated
Furnished as Exhibit 99.10 and incorporated into this Item 7.01 by reference are
template social media posts that might be filed by certain
Furnished as Exhibit 99.11 and incorporated into this Item 7.01 by reference are
template social media posts that might be filed by certain PIPE advisors in
connection with the Business Combination Agreement dated
The press release, Investor Presentation, transcript, emails and the information in this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 , 99.6, 99.7, 99.8, 99.9, 99.10 and 99.11.
Additional Information and Where to Find It
In connection with the proposed Business Combination, SPAC and the Company
intends to file relevant materials with the
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or a solicitation of an offer to buy any securities of the SPAC nor shall there be any sale of 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 any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 with respect to the Business Combination between SPAC, the
Company and Merger Sub. Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could," "should,"
"believe," "predict," "potential," "continue," "strategy," "future,"
"opportunity," "would," "seem," "seek," "outlook" and similar expressions are
intended to identify such forward-looking statements. Forward-looking statements
are predictions, projections and other statements about future events that are
based on current expectations and assumptions and, as a result, are subject to
risks and uncertainties that could cause the actual results to differ materially
from the expected results. These statements are based on various assumptions,
whether or not identified in this Current Report on Form 8-K. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by an investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. These forward-looking statements
include, without limitation, SPAC, the Company's and Merger Sub's expectations
with respect to anticipated financial impacts of the Business Combination, the
satisfaction of closing conditions to the Business Combination, and the timing
of the completion of the Business Combination. You should carefully consider the
risks and uncertainties described in the "Risk Factors" section of SPAC's
registration statement on Form S-1 (File No. 333- 253775), its Annual Report on
Form 10-K, as amended from time to time, for the fiscal year ended
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1 Business Combination Agreement, dated as ofApril 3, 2022 10.1 Form of PIPE Subscription Agreements 10.2 Sponsor Support Agreement, dated as ofApril 3, 2022 10.3 Sponsor Lock-Up Agreement, dated as ofApril 3, 2022 10.4 Shareholder Support Agreement, dated as ofApril 3, 2022 10.5 Shareholder Lock-Up Agreement, dated as ofApril 3, 2022 10.6 Registration Rights Agreement, dated as ofApril 3, 2022 99.1 Press Release issued by the SPAC and the Company onApril 3, 2022 99.2 Investor Presentation dated as ofMarch 31, 2022 99.3 Transcript of the Investor Presentation dated as ofMarch 31, 2022 99.4 Email from the Hypebeast's CEO to employees, dated as ofApril 4, 2022 99.5 Senior Management Meeting Invitation, dated as ofApril 4, 2022 99.6 Employee Townhall Meeting Invitation, dated as ofApril 4, 2022 99.7 Email from Hypebeast's CEO to PIPE investors, dated as ofApril 4, 2022 99.8 Email from Iron Spark's CEO to PIPE investors, dated as ofApril 4, 2022 99.9 Email from Iron Spark's CEO to advisors, dated as ofApril 4, 2022 99.10 Form of social media posts fromPIPE Investors 99.11 Form of social media posts fromPIPE Advisors 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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