結合現代文化與生活時尚、以及編輯自主之商業及新聞的首選平台Hypebeast Limited（股份代號：0150.HK）與特殊目的收購公司 (「SPAC」) Iron Spark I Inc.（納斯達克：ISAA，「Iron Spark」）今天宣布雙方已達成最終合併協議，據此Hypebeast將計劃收購Iron Spark並在納斯達克和香港聯交所雙重上市。
Hypebeast執行董事、主席兼行政總裁馬柏榮表示： 「15年來，我們一直致力在全球分享最嶄新的潮流文化。我們建立了一個忠誠而熱情的社群，他們信任我們在時尚、藝術、設計、奢侈品、運動、科技等多元化生活的策展。與 Iron Spark 合作及在美國上市將帶領我們更上一層樓。通過獲得新的資金和人才，將可進一步擴大我們的資訊內容、商業和體驗，從而加強我們的業務和社群。」
Iron Spark行政總裁Joshua L. Spear表示： 「我非常雀躍能與馬柏榮先生及他的團隊合作，通過此次交易將Hypebeast提升到一個嶄新層次。即使距離我第一次偶然發現他當時的運動鞋博客到現在已15年，Hypebeast仍然帶給我快樂。這個品牌主導文化、商業和科技界，並代表一場能夠啟發全球人士而且日益盛行的文化運動。我迫不及待能為他們抓住面前的巨大增長機會。」
Iron Spark 主席 Amy Butte 表示： 「ISAA於2021年6月上市，旨在開創出對創始人友好、以運營商為本而且勇於創新的新一代SPAC。憑藉內部增長和上市公司紀律的往績，Hypebeast絕對是大眾仍未注視但具有文化意義和業務吸引力的企業。我們期待與馬柏榮先生和他的管理團隊緊密合作，以籌集資金加速增長，將這個全球知名品牌帶進新領域，通過在美國公開市場上市，使更多人有機會投資公司的股票。」
Iron Spark 獨立董事兼NIKE前總裁Trevor Edwards 表示： 「很興奮看到馬柏榮先生和Hypebeast團隊在接近20年內，成功將一個小型博客發展為全球潮流指標和文化催化劑。Hypebeast 已在全球讀者和消費者之間建立了強大的聯繫，他們希望發掘不為人知的事物並掌握未來動向，而且全心全意地相信各品牌能提供該等資訊。 Hypebeast 將來自世界各地的創作者和消費者社群聯繫起來，我十分期待與他們的合作。」
顧問 Morgan Stanley & Co. LLC和BTIG, LLC 為Iron Spark之財務顧問。BTIG, LLC為Hypebeast PIPE認購協議之配售代理人。Cowen Inc.為Hypebeast之財務顧問。Kirkland & Ellis LLP為Hypebeast之法律顧問，而Loeb & Loeb LLP則為Iron Spark之法律顧問。
Forward-Looking Statements This press release contains forward-looking statements within the meaning of section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and section 21E of the U.S. Securities Exchange Act of 1934 (“Exchange Act”) that are based on beliefs and assumptions and on information currently available to Iron Spark and Hypebeast. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including projections of market opportunity and market share, the capability of Hypebeast’ business plans including its plans to expand, the sources and uses of cash from the proposed transaction, the anticipated enterprise value of the combined company following the consummation of the proposed transaction, any benefits of Hypebeast’ partnerships, strategies or plans as they relate to the proposed transaction, anticipated benefits of the proposed transaction and expectations related to the terms and timing of the proposed transaction are also forward looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Although each of Iron Spark and Hypebeast believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of Iron Spark and Hypebeast caution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form F-4 relating to the proposed transaction, which is expected to be filed by Hypebeast with the SEC and other documents filed by Iron Spark or Hypebeast from time to time with the SEC. These filings may 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. Neither Iron Spark nor Hypebeast can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the business combination due to the failure to obtain approval from Iron Spark’s stockholders or satisfy other closing conditions in the business combination agreement, the occurrence of any event that could give rise to the termination of the business combination agreement, the ability to recognize the anticipated benefits of the business combination, the amount of redemption requests made by Iron Spark’s public stockholders, costs related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the final prospectus for Iron Spark’s initial public offering filed with the SEC on June 10,, 2021 and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither Iron Spark or Hypebeast presently know or that Iron Spark and Hypebeast currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Iron Spark, Hypebeast, their respective directors, officers or employees or any other person that Iron Spark and Hypebeast will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent the views of Iron Spark and Hypebeast as of the date of this communication. Subsequent events and developments may cause those views to change. However, while Iron Spark and Hypebeast may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of Iron Spark or Hypebeast as of any date subsequent to the date of this communication.
No Offer or Solicitation This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Iron Spark or Hypebeast, nor shall there be any sale of any such 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 such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Important Additional Information Regarding the Transaction Will Be Filed With the SEC In connection with the proposed business combination, Hypebeast intends to file with the SEC a registration statement on Form F-4 containing a preliminary proxy statement and a preliminary prospectus of Iron Spark, and after the registration statement is declared effective, Iron Spark will mail a definitive proxy statement/prospectus/consent solicitation statement relating to the proposed business combination to its stockholders and Hypebeast’ shareholders. This press release does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. Iron Spark’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus/consent solicitation statement and the amendments thereto and the definitive proxy statement/prospectus/consent solicitation statement and other documents filed in connection with the proposed business combination, as these materials will contain important information about Hypebeast, Iron Spark and the proposed business combination. When available, the definitive proxy statement/prospectus/consent solicitation statement and other relevant materials for the proposed business combination will be mailed to stockholders of Iron Spark as of a record date to be established for voting on the proposed business combination. Such stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus/consent solicitation statement, the definitive proxy statement/prospectus/consent solicitation statement and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to Iron Spark I Inc., 125 N Cache St Jackson, Wyoming 83001, Attention: Olivia Defechereux Dejah.
Participants in the Solicitation Iron Spark and Hypebeast and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Iron Spark’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Iron Spark’s stockholders in connection with the proposed business combination will be set forth in Hypebeast’s registration statement on Form F-4, including a proxy statement/prospectus/consent solicitation statement, when it is filed with the SEC. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of Iron Spark’s directors and officers in Iron Spark’s filings with the SEC and such information will also be in the Registration Statement to be filed with the SEC by Hypebeast, which will include the proxy statement / prospectus/consent solicitation statement of Iron Spark for the proposed transaction.
媒體查詢： Iron Spark I Olivia Defechereux Dejah olivia@ironspark.com 電話: (307) 200-9007
Hypebeast Limited Sujean Lee / Rosita Cheng media@Hypebeast.com
