Merger ISAAU

Hypebeast, a Leading Global Platform in Contemporary Lifestyle and Culture, Plans to List on NASDAQ through Merger with Iron Spark I Inc.

, SPAC Research

Hypebeast Limited, the go-to platform for contemporary culture and lifestyle and a premier destination for editorially-driven commerce and news, and Iron Spark I Inc. (NASDAQ: ISAA), announced today that they have entered into a definitive merger agreement that is expected to result in Hypebeast acquiring Iron Spark and becoming dual-listed on NASDAQ and the Hong Kong Stock Exchange.

Founded in 2005, Hypebeast is a thriving digital media and e-commerce company focused on culture and lifestyle with over 26 million followers worldwide.

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.

Hypebeast intends to use transaction proceeds to make investments across technology, talent, brand experiences, and marketing in support of continued growth as an omnichannel media and e-commerce business.

The transaction implies a pro forma enterprise value of US$353 million, representing a 3.1x multiple based on FY2021E revenue of not less than US$112 million.

Transaction will be funded by a combination of ISAA cash held in a trust account, newly issued Hypebeast ordinary shares, and proceeds from a PIPE transaction.

Iron Spark public shareholders will continue to receive a US$0.05 quarterly dividend until transaction close. Existing Hypebeast shareholders are expected to own 56.2% of the pro forma equity in the combined company (assuming no redemptions).

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, and Loeb & Loeb LLP is serving as legal counsel to Iron Spark.

Hypebeast is expected to be dual-listed on NASDAQ under the ticker symbol $HYPE, and its existing listing on the Hong Kong Stock Exchange under the stock code 00150.HK, following an anticipated transaction close in the third quarter of 2022.

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