UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from______________ to ______________

Commission File Number 001-40467

IRON SPARK I INC.

(Exact name of registrant as specified in its charter)

Delaware

86-1693305

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

125 N Cache St.

2nd FL., Box 3789

Jackson, WY 83001

(Address of principal executive offices and zip code)

(307) 200-9007

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	ISAA	The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of March 31, 2022, there were 17,870,800 shares of the registrant’s Class A common stock, par value $0.0001 per share, and 4,170,000 shares of the registrant's Class B common stock, par value $0.0001 per share, issued and outstanding.


PART I		Page
Item 1.	Business	6
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	15
Item 9A.	Controls and Procedures	15
Item 9B.	Other Information	16
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	16
Item 11.	Executive Compensation	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13.	Certain Relationships and Related Transactions, and Director Independence	23
Item 14.	Principal Accounting Fees and Services	24
PART IV
Item 15.	Exhibits, Financial Statement Schedules	24
Item 16.	Form 10-K Summary

Name	Age	Position
Amy Butte	54	Chairperson of the Board of Directors
Joshua L. Spear	37	Chief Executive Officer and Director
Alexander P. Oxman	42	Chief Financial Officer and Chief Operating Officer
Ruma Bose	49	Director
Trevor A. Edwards	59	Director
Jay Margolis	73	Director

Individual	Entity	Entity’s Business	Affiliation
Amy Butte	DigitalOcean Holdings Inc.	Technology	Director
	BNP Paribas USA, Inc.	Banking	Director
	Tuscan Holdings Corp	Blank Check	Director
	Bain Capital Specialty Finance, Inc.	Specialty Finance	Director
Joshua L. Spear	Composite Venture Partners	Venture Capital	General Partner
Ruma Bose	Clearbanc	E-commerce investing	Chief Growth Officer
Jay Margolis	Intuit Consulting LLC	Retail, fashion and consumer products	Chair
	Bain Capital Specialty Finance, Inc.	Specialty Finance	Director
	Lovepop, Inc.	Consumer Products	Director


		Approximate
	Number of Shares	Percentage of
	Beneficially	Outstanding
Name and Address of Beneficial Owner ⁽¹⁾	Owned ⁽²⁾	Common Stock
Directors, executive officers and Founders
Iron Spark I LLC ⁽³⁾⁽⁵⁾	5,360,800	24.3	%
Joshua L. Spear ⁽⁴⁾⁽⁵⁾	5,360,800	24.3	%
Alexander P. Oxman ⁽⁴⁾⁽⁵⁾	5,360,800	24.3	%
Amy Butte	20,000	*
Ruma Bosse	20,000	*
Trevor A. Edwards	20,000	*
Jay Margolis	20,000	*
All executive officers and directors as a group (six individuals)	5,360,800	24.3	%

No.		Description of Exhibit
1.1		Underwriting Agreement, dated June 8, 2021, by and between the Company and Morgan Stanley & Co. LLC as representative of the several underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on March 30, 2021)
3.2		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
4.2		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Form S-1/A filed with the Securities & Exchange Commission on March 30, 2021)
10.1		Letter Agreement, dated June 8, 2021, by and among the Registrant and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
10.2		Investment Management Trust Agreement, dated January 14, 2021, by and between Continental Stock Transfer & Trust Company and the Registrant. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
10.3		Registration Rights Agreement, dated June 8, 2021, by and among the Registrant and certain security holders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
10.4		Administrative Support Agreement, dated June 8, 2021, by and between the Registrant and Iron Spark I LLC (the “Sponsor”) (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
10.5		Indemnity Agreements, each dated as of June 8, 2021, by and between the Registrant and each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)
10.6		Private Placement Shares Subscription Agreement, dated June 8, 2021, by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 14, 2021)

SEC Form 10-K/A filed by Iron Spark I Inc. (Amendment)