Iron Spark I Inc.
PROPOSED BUSINESS COMBINATION: Hypebeast Limited
ENTERPRISE VALUE: $352.7 million
ANTICIPATED SYMBOL: HYPE
Iron Spark I Inc. proposes to combine with Hypebeast Limited.
Hypebeast Ltd. started from being a sneaker website founded by Kevin Ma in 2005 to a publicly listed media company in 2016. With a total reach of over 44.7M users across all platforms, the group boasts a global readership across Asia Pacific, North America, Europe and more, with the flagship platform available in five languages. The group has expanded its publishing brands to a wider scope in recent years, encompassing Hypebeast and its multiple content distribution platforms, e-commerce store HBX and agency HYPEMAKER.
SUBSEQUENT EVENT – 11/15/22 – LINK
- On November 11, 2022, SPAC, the Company and Merger Sub entered into Amendment No. 2 to Merger Agreement to change the Long Stop Date (as defined in the Merger Agreement) from January 3, 2023 to 12:01 a.m. Eastern Time, December 28, 2022.
- As a result, the Company or SPAC may terminate the Merger Agreement and abandon the Business Combination if the Closing has not occurred by 12:01 a.m. Eastern Time, December 28, 2022, and no material breach of the Merger Agreement by the party seeking to terminate the Merger Agreement has occurred.
SUBSEQUENT EVENT – 7/28/22 – LINK
- On July 28, 2022, the Company entered into a subscription agreement in substantially the same form as the PIPE Subscription Agreements with an undisclosed investor for an aggregate of 200,000 ordinary shares of the Company at a subscription price of $10.00/share for $2M in aggregate.
- The total PIPE is now $15.3M
TRANSACTION
- The merger with Iron Spark is expected to provide up to US$180 million in total gross proceeds and is expected to result in a pro forma equity valuation of US$534 million.
- Iron Spark public shareholders will continue to receive a US$0.05 quarterly dividend until the transaction close.
- Existing Hypebeast shareholders are expected to own 56.2% of the pro forma equity in the combined company (assuming no redemptions of Iron Spark’s common stock).
- US$13.3 million PIPE includes cultural icons and visionaries, who have shown their support of Hypebeast’s platform for cultural discovery.
- Hypebeast’s current management team of Executive Director, Chairman, and CEO Kevin Ma and CFO Patrick Wong will remain in place upon transaction close. Iron Spark CEO Joshua L. Spear and former President of NIKE Trevor Edwards are expected to be nominated to the combined company’s Board of Directors.
- The merging company will become dual-listed on the NASDAQ and the Hong Kong Stock Exchange following a successful merger.
PIPE
- US$13.3 million PIPE includes cultural icons and visionaries, who have shown their support of Hypebeast’s platform for cultural discovery. (PIPE Share Price: $10.00/Share)
- Anchored by PIPE investors including cultural icons and visionaries Tom Brady, Naomi Osaka, Kevin Durant, Rich Kleiman, Tony Hawk, Joe Gebbia, Jonah Hill, Adam Levine, Electric Feel Ventures, THEBLACKLABEL, and IRONGREY
- On July 28, 2022, the Company entered into a subscription agreement in substantially the same form as the PIPE Subscription Agreements with an undisclosed investor for an aggregate of 200,000 ordinary shares of the Company at a subscription price of $10.00/share
- The total PIPE is now $15.3M
LOCK-UP
- Sponsor
- 3 years from the Closing Date provided that 1/3 of the Lock-up share will be released after the one-year anniversary of the closing date.
- The remaining Sponsor Lock-Up Shares shall be released from such lock-up in equal monthly installments over 24 months starting from the first anniversary of the date of Closing.
- Company and CORE Capital
- CORE Capital shall be permitted to (x) freely transfer up to 15% of the Consolidated Shares owned by it immediately after Closing and (y) transfer at its sole and absolute discretion any ordinary shares of the Company or any Consolidated Shares to Ms. Lee Yuen Tung Janice; and (ii) other customary exceptions.
- The lock-up period applicable to the CORE Capital Lock-Up Shares will be one year from the date of Closing, subject to earlier release if certain criteria are met.
- The Lock-up Period shall terminate with respect to 50% of the Lock-up Shares on the date that the last reported sale price of the Company Shares equals or exceeds US$15 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date.
NOTABLE CONDITIONS TO CLOSING
- The combined equity financing the company is expected to receive must be no less than $35 million when taking into account the remaining Shares post redemptions and the PIPE financing
NOTABLE CONDITIONS TO TERMINATION
- If the Closing has not occurred by January 3, 2023 or such later date as may be consented to by the Company and SPAC and the delay in Closing beyond the Long Stop Date is not due to the breach of the Merger Agreement by the party seeking to terminate.
- By either Iron Spark or Hypebeast if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable.
ADVISORS
- Morgan Stanley & Co. LLC and BTIG, LLC are serving as financial advisors to Iron Spark.
- Cowen and Company, LLC is serving as exclusive financial advisor to Hypebeast.
- Kirkland & Ellis LLP is serving as legal counsel to Hypebeast
- Loeb & Loeb LLP is serving as legal counsel to Iron Spark.
MANAGEMENT & BOARD
Executive Officers
Joshua L. Spear, 36
Chief Executive Officer and Director
A visionary investor, entrepreneur and trend spotter, Mr. Spear has been actively involved in nearly every phase of value creation inside of startups. He participated as an early investor in scores of breakthrough entities, all organized around a disruptive or contrarian thesis. Mr Spear’s early stage investments include Uber, Grand Street (acquired by Etsy), Warby Parker, Justin’s Nut Butter (acquired by Hormel), Makespace, Archer Aviation, June Oven (acquired by Weber), Hipcamp and Styleseat. In addition to identifying Twitter as a major cultural phenomenon, Mr. Spear invested alongside Chris Sacca in Lowercase 140, a pre-IPO affiliate of investors that went on to become the largest owners in the company. Mr. Spear was nominated as a Young Global Leader by the World Economic Forum and served the Chairman of the Global Agenda Council on Social Media. He has been an active and celebrated global speaker about the digital revolution and the companies that are leading that charge. In 2007, Mr. Spear co-founded and formerly worked at Undercurrent, a consulting firm that became world renowned for applying a digital worldview to help solve some of the most complex problems facing today’s corporations and their leaders. Undercurrent has worked with premier consumer branded companies including Ford, GE, IWC, Land Rover, Live Nation and Pepsi. Mr. Spear has lectured on Digital Strategy and the “Born Digital Generation” to a diverse group of audiences including The World Economic Forum in Davos – as well as educational institutions and universities. He was a visiting professor at KMD, KEIO University Graduate School of Media Design in Japan – where he taught a course on “The Human Brand” through an interactive lecture series. As part of his commitment to the World Economic Young Global Leader program, Mr. Spear completed a variety of educational courses including executive education modules on Global Leadership and Public Policy for the 21st Century at the Harvard Kennedy School, as well as Foundations for Leadership in the 21st Century at the Jackson Institute for Global Affairs at Yale University. He was enrolled in the University of Colorado, Boulder when he began an early “Trend Spotting” website, which ultimately led him to expand his business and investment interests in lieu of pursuing a degree in Journalism.
Alexander P. Oxman, 36
Chief Financial Officer and Chief Operating Officer
Mr. Oxman is an entrepreneur, operator and fundraiser who has founded, scaled and exited a number of companies including Wiretrust, a Fintech company founded in the pioneering days of electronic payments. Mr. Oxman’s career has centered around using technological innovation to create value in highly regulated markets. Most recently, he served as founding CEO of Winc, a direct-to-consumer wine company which he led from inception in June 2011, to becoming a category defining market leader by production and shipment of wine. Mr. Oxman also served as a member of Winc’s board of directors from August 2013 to July 2020. His experience at Winc included compliance and multi-channel distribution systems, overseeing brand focused campaigns as well as direct response initiatives, and building a best-in-class data and analytics, driven eCommerce practice within the company. He maintains a network with a cohort of founders that built large and disruptive direct-to-consumer brands over the last 10 years. Mr. Oxman has also worked with a number of successful consumer investors across venture and private equity. Mr. Oxman is a lifelong adventure athlete: an elite rock climber, active skier, snowboarder and surfer. Mr. Oxman is a graduate of the University of Colorado at Boulder, and lives in Jackson Hole, Wyoming.
Board of Directors
Amy Butte, 53
Chairperson Nominee
Ms. Butte has significant experience in leading and advising companies through the initial public offering process as a banker, research analyst, CFO and Board Director. Ms. Butte currently serves on the board of directors of Bain Capital Specialty Finance, Inc., a managed specialty finance company, and Tuscan Holdings Corp., a special purpose acquisition vehicle. Ms. Butte also serves on the board of directors of DigitalOcean Holdings Inc., where she has been audit committee chair since 2018, and BNP Paribas USA, where she has held the role of audit committee chair and a member of the risk management committee since 2016. Ms. Butte is an advisor to several private companies, including the Long-Term Stock Exchange, Inc., a startup marketplace for long-term investors. Ms. Butte was an independent trustee for the Fidelity Investments Strategic Advisors Funds from 2011 to 2017, a board member for Accion International from 2008 to 2014 and the founder of TILE Financial, a Fintech startup, from 2008 to 2012. Previously, Ms. Butte spearheaded two public offerings as Chief Financial Officer, including the public offering of New York Stock Exchange in 2006 and the spin out of Man Financial in 2007. She also served as Chief Financial Officer and Strategist for the Financial Services Division of Credit Suisse First Boston, Inc. and was a highly ranked equity research analyst at Merrill Lynch & Co. and Bear Stearns & Co., where she took part in multiple capital markets transactions.
Trevor A. Edwards, 58
Director Nominee
Mr. Edwards spent 25 years, from 1992 to 2018, at Nike Inc. (“NIKE”) where he was instrumental in building the NIKE brand into one of the most innovative and renowned brands around the world. He retired as the President of NIKE in 2018. Mr. Edwards brings over 30 years of deep global expertise in brand management, product development, marketing, sales, retail, as well as the ability to leverage digital technologies to drive growth. His executive leadership roles at NIKE included strategic visioning, brand management, general, operational and P&L management of NIKE’s business. He oversaw all global geographic, category and direct-to-consumer business units, which included product design, product management, merchandising, marketing, sales, operations, digital technology, retail (physical and e-Commerce), finance and human resources. During his career at NIKE, Mr. Edwards led some of the brand’s most significant innovations, including pioneering NIKE’s Integrated Brand model, driving NIKE’s City Strategies, spearheading the creation of NIKE+, which was an innovative partnership with Apple Inc., and driving NIKE’s accelerated growth through the creation of category management offense (e.g. global football, running, sportswear, women’s, etc.). Mr. Edwards also led NIKE’s direct-to-consumer growth strategy through NIKE.com and NIKE Digital, helping to position NIKE as a leading company in leveraging digital technology. Prior to NIKE, Mr. Edwards worked at Colgate-Palmolive in Global Marketing. Mr. Edwards served Director to Mattel Inc. from 2012 to 2018, Director, NIKE Foundation and a Director, Management Leadership for Tomorrow. He received a BBA and MBA from Bernard Baruch College.
Jay Margolis, 72
Director Nominee
Mr. Margolis is Chairman of Intuit Consulting LLC, a consulting firm specializing in retail, fashion and consumer products located in Watermill, New York since January 2008. Mr. Margolis previously served as Chairman and CEO of Cache, Inc., a publicly-held specialty chain of women’s apparel headquartered in New York. From October 2005 through July 2007, Mr. Margolis served as the President and CEO of the Apparel Group for Limited Brands, located in Ohio. Before assuming that position, he had been President and COO of Massachusetts-based Reebok International since 2001, where he also served as a Director. Mr. Margolis serves Bain Capital Specialty Finance, Inc. as a member of the board of directors since September 2016 and Lovepop, Inc. as a member of the board of directors since September 2019. Mr. Margolis has served on numerous boards including: Boston Beer (parent company of Sam Adams), Godiva Chocolatier, and Burlington Coat. He was also an executive officer of other well-known clothing brands, including Esprit, Tommy Hilfiger, Liz Claiborne, Cluett Peabody, Ron Chereskin and Bidermann Industries. Mr. Margolis has significant knowledge in consumer products retailing, merchandising, consumer insights, strategic planning and public company corporate governance. He received a B.A. from Queens College.
Ruma Bose, 48
Director Nominee
Ms. Bose is an entrepreneur, investor, best-selling author and humanitarian. Ms. Bose is currently the Chief Growth Officer at Clearbanc, the world’s largest ecommerce investor. Previously, Ms. Bose was the President of Chobani Ventures from October 2014 to October 2016. Ms. Bose was Cofounder and Managing Partner at Humanitarian Ventures from 2017 to 2020. Ms. Bose also co-authored the international bestselling book, “Mother Teresa, CEO,” which was translated into eight languages. Ms. Bose serves on the Governing Board of Directors of Calvert Impact Capital, one of the pioneers in impact investing and gender lens investing, who in the last 25 years have moved over $2 billion into communities; the Refugee Investment Network, the first impact investing and blended finance collaborative dedicated to creating durable solutions to global forced migration and Global Dignity, an initiative of HRH Crown Prince Haakon of Norway. She additionally sits on the advisory board of Teralys Capital, one of the largest fund of venture capital funds with $1.6 Billion assets under management. She is a member of the Young Presidents’ Organization (YPO), the Global Entrepreneurs’ Council at the United Nations Foundation, and is active in the World Economic Forum as an advisor to its Humanitarian Investing Initiative and as a member of its Expert Network. In June 2017, Ms. Bose cofounded and launched the Canadian Entrepreneurship Initiative (CEI), alongside Richard Branson, to help improve the state of entrepreneurship in Canada. She authored their flagship report Entrepreneurship: Canada’s Golden Opportunity. Ms. Bose is a frequent speaker and keynote at conferences around the world, including the Forbes 100 Most Powerful Women’s Summit, World Humanitarian Summit, World Economic Forum, Banff Forum and the United Nations. She has been featured in publications including The Economist, Wall Street Journal, Fast Company, NY Times, Financial Times, LA Times, Business Insider and Bloomberg.

