Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

Iron Spark I Inc., a Delaware corporation, is a blank check company formed for the sole purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities ("SPAC"). On April 3, 2022, SPAC entered into an Agreement and Plan of Merger (the "Business Combination Agreement") with Hypebeast Limited, a Cayman Islands exempted company (the "Company") with its shares publicly traded with stock code "00150" on the Main Board of The Stock Exchange of Hong Kong Limited (the "HKSE") and Hypebeast WAGMI Inc., a Delaware corporation and wholly owned subsidiary of the Company (the "Merger Sub"), which provides the Merger (as defined below) and other transactions in connection therewith (collectively, the "Business Combination").

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 $10.00 per share immediately following such share consolidation (the "Recapitalization").

(ii) Following the Recapitalization in accordance with the Companies Act (as amended) of the Cayman Islands, the Merger Sub will merge with and into the SPAC in accordance with the applicable provisions of the Delaware General Corporation Law (the "Merger"), with the SPAC being the surviving entity and becoming a wholly-owned subsidiary of the Company (the "Surviving Corporation"). The Merger will become effective at the time when the Certificate of Merger becomes effective under the Delaware General Corporation Law (the "Effective Time"). Upon closing of the Business Combination, the Consolidated Shares will be dual listed for trading on both the HKSE and the Nasdaq Capital Market LLC ("Nasdaq").

(iii) At the Effective Time, each share of Class A common stock of the SPAC, par value $0.0001 per share (each a "SPAC Class A Share") and each share of Class B common stock of the SPAC, par value $0.0001 per share (each a "SPAC Class B Share;" and each SPAC Class A Share and SPAC Class B Share is referred to as a "SPAC Share") (other than the SPAC Shares owned by the SPAC as treasury shares, the SPAC Shares owned by any of SPAC's direct or indirect wholly-owned subsidiaries, and any SPAC Redeeming Shares (as defined below)) will cease to be outstanding and will automatically be converted into the right to receive, without interest, one Consolidated Share. The holders of the SPAC Shares outstanding immediately prior to the Effective Time will cease to have any rights with respect to such the SPAC Shares, except as provided by the Business Combination Agreement or by law. The "SPAC Redeeming Shares" means any SPAC Class A Shares in respect of which the eligible holder (as determined in accordance with the Amended and Restated Certificate of Incorporation and the By-Laws of the SPAC (the "SPAC Charter"), which shall not include Iron Spark I LLC (the "Sponsor") or any other holder of SPAC Class B Shares) thereof has validly exercised (and not validly revoked, withdrawn or lost) his, her or its redemption right. Holders of SPAC Redeeming Shares will receive $10.00 per SPAC Share at the closing of the Merger (the "Closing").

(iv) At Closing, (x) each eligible stockholder of SPAC (which shall not include Sponsor or any other holder of SPAC Class B Shares) who has not exercised his, her or its redemption right shall receive a cash dividend in the amount of $0.05, without interest, with respect to each SPAC Non-Redeeming Share (as defined below) (collectively, the "SPAC Closing Dividends"); and (y) following the payment of SPAC Closing Dividends, the Sponsor shall receive an amount in cash equal to all amounts in the trust account established for the purpose of holding the net proceeds of SPAC's initial public offering (the "Trust Account") in excess of $10.00 per SPAC Non-Redeeming Share prior to the payment of any transaction expenses and, for avoidance of doubt, without taking into account any proceeds from the PIPE Transaction and/or the Permitted Equity Financing (as defined below).

(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 Surviving Corporation issued in the name of the Company, which share of common stock will be the only shares of the Surviving Corporation's capital stock that are issued and outstanding immediately after the Effective Time. Each certificate evidencing ownership of shares of Merger Sub common stock will, as of the Effective Time, evidence ownership of such share of common stock of the Surviving Corporation.





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 Hong Kong pursuant to the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong), (viii) approval by the Listing Committee of the HKSE for the listing and permission to deal in the Consideration Shares, and such approval remains valid and effective, (ix) after deducting the aggregate amount payable by SPAC with respect to all SPAC Redeeming Shares, the SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), (x) the Recapitalization shall have been completed in accordance with the terms . . .

Item 3.02 Unregistered Sales of Equity Securities

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 April 3, 2022, the SPAC and the Company issued a press release announcing the execution of the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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 March 31, 2022.

Furnished as Exhibit 99.3 and incorporated into this Item 7.01 by reference is a transcript of the related video presentation, dated March 31, 2022.

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 April 4, 2022.

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 April 4, 2022.

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 April 4, 2022.

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 April 4, 2022.

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 April 3, 2022.

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 April 3, 2022.

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 PIPE Investors in connection with the Business Combination Agreement dated April 3, 2022.

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 April 3, 2022.

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 SEC, including a proxy statement which will be part of the Registration Statement to register securities to be issued in connection with the Business Combination, and will file other documents regarding the proposed Business Combination with the SEC. SPAC's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement filed in connection with the proposed Business Combination, as these materials will contain important information about the Company, SPAC, and the proposed Business Combination. Promptly after the Registration Statement is declared effective by the SEC, SPAC will mail the definitive proxy statement/prospectus and a proxy card to each shareholder entitled to vote at the meeting relating to the approval of the Business Combination and other proposals set forth in the Registration Statement. Before making any voting or investment decision, investors and stockholders of SPAC are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed Business Combination. The documents filed by the Company with the SEC may be obtained free of charge at the SEC's website at www.sec.gov or by writing to SPAC at 125 N. Cache Street, 2nd Floor, Box 3789, Jackson, Wyoming 83001.

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 December 31, 2021 and its subsequent Quarterly Reports on Form 10-Q. In addition, there will be risks and uncertainties described in the Form F-4 and other documents filed by the Company and SPAC from time to time with the SEC. These filings would 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. Most of these factors are outside SPAC's or the Company's control and are difficult to predict. Many factors could cause actual future events to differ from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (1) the outcome of any legal proceedings that may be instituted against SPAC or the Company following the announcement of the Business Combination; (2) the inability to complete the Business Combination, including due to the inability to concurrently close the Business Combination and the private placement of common stock or due to failure to obtain approval of the Company's shareholders; (3) the risk that the transaction may not be completed by SPAC's business combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by SPAC; (4) the failure to satisfy the conditions to the consummation of the transaction, including the approval by the Company's shareholders, the satisfaction of the minimum trust account amount following any redemptions by SPAC's public stockholders and the receipt of certain governmental and regulatory approvals; (5) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Business Combination; (6) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (7) volatility in the price of the SPAC's securities; (8) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (9) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (10) costs related to the Business Combination; (11) changes in the applicable laws or regulations; (12) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (13) the risk of downturns and a changing regulatory landscape in the industry in which the Company operates; (14) the impact of the global COVID-19 pandemic; . . .

Item 9.01. Financial Statements and Exhibits






(d) Exhibits.



Exhibit
No.                                         Description
  2.1         Business Combination Agreement, dated as of April 3, 2022
  10.1        Form of PIPE Subscription Agreements
  10.2        Sponsor Support Agreement, dated as of April 3, 2022
  10.3        Sponsor Lock-Up Agreement, dated as of April 3, 2022
  10.4        Shareholder Support Agreement, dated as of April 3, 2022
  10.5        Shareholder Lock-Up Agreement, dated as of April 3, 2022
  10.6        Registration Rights Agreement, dated as of April 3, 2022
  99.1        Press Release issued by the SPAC and the Company on April 3, 2022
  99.2        Investor Presentation dated as of March 31, 2022
  99.3        Transcript of the Investor Presentation dated as of March 31, 2022
  99.4        Email from the Hypebeast's CEO to employees, dated as of April 4, 2022
  99.5        Senior Management Meeting Invitation, dated as of April 4, 2022
  99.6        Employee Townhall Meeting Invitation, dated as of April 4, 2022
  99.7        Email from Hypebeast's CEO to PIPE investors, dated as of April 4, 2022
  99.8        Email from Iron Spark's CEO to PIPE investors, dated as of April 4, 2022
  99.9        Email from Iron Spark's CEO to advisors, dated as of April 4, 2022
  99.10       Form of social media posts from PIPE Investors
  99.11       Form of social media posts from PIPE Advisors
104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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