UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 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 August 12, 2021, there were 17,870,800 shares of the registrant’s Class A common stock, par value $0.0001 per share, and 4,312,500 shares of the registrant's Class B common stock, par value $0.0001 per share, issued and outstanding.


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Balance Sheet as of June 30, 2021 (Unaudited)	1

	Condensed Statements of Operations for the Three Months ended June 30, 2021 and for the Period from January 22, 2021 (inception) Through June 30, 2021 (Unaudited)	2

	Condensed Statements of Changes in Stockholders' Equity for the Three Months ended June 30, 2021 and for the Period from January 22, 2021 (inception) Through June 30, 2021 (Unaudited)	3

	Condensed Statement of Cash Flows for the Period from January 22, 2021 (inception) Through June 30, 2021 (Unaudited)	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	22

SIGNATURES		23


ASSETS
Current assets:
Cash	$	1,008,513
Prepaid expenses and other current assets		536,644
Total current assets		1,545,157
Investments held in Trust Account		173,472,000
Total assets	$	175,017,157

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Due to related parties	$	85,838
Accrued offering costs		22,020
Accrued expenses		7,060
Total current liabilities		114,918
Deferred underwriting fee payable		5,838,000
Total liabilities		5,952,918

Commitments (Note 6)
Class A common stock subject to possible redemption, 16,406,423 shares at redemption value		164,064,233

Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized ; 1,464,377 shares issued and outstanding		146
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding (1)(2)		431
Additional paid-in capital		5,152,701
Accumulated deficit		(153,272)
Total stockholders’ equity		5,000,006
Total liabilities and stockholders’ equity	$	175,017,157


			For the Period from
			January 22, 2021
	Three Months Ended		(Inception) Through
	June 30, 2021		June 30, 2021
Operating and formation costs	$	151,972	$	153,272
Loss from operations		(151,972)		(153,272)
Net loss	$	(151,972)	$	(153,272)

Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock		16,406,423		5,254,377
Basic and diluted net earnings per share, Redeemable Class A Common Stock	$	0.00	$	0.00
Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock	$	5,278,992	$	5,254,377
Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock	$	(0.03)	$	(0.03)


	Common Stock										Total
	Class A			Class B			Additional		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Paid -in Capital		Deficit		Equity
Balance at January 22, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B common stock to Sponsor ⁽¹⁾⁽²⁾	—		—	4,312,500		431		24,569		—		25,000
Net loss	—		—	—		—		—		(1,300)		(1,300)
Balance at March 31, 2021	—	$	—	4,312,500	$	431	$	24,569	$	(1,300)	$	23,700
Sale of 16,680,000 shares in Initial Public Offering, net of offering costs	16,680,000		1,668	—		—		157,282,843		—		157,284,511
Sale of 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs	1,190,800		119	—		—		11,907,881		—		11,908,000
Class A common stock subject to possible redemption	(16,406,423)		(1,641)	—		—		(164,062,592)		—		(164,064,233)
Net loss	—		—	—		—		—		(151,972)		(151,972)
Balance at June 30, 2021	1,464,377	$	146	4,312,500	$	431	$	5,152,701	$	(153,272)	$	5,000,006


Cash Flows from Operating Activities:
Net loss	$	(153,272)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(536,644)
Due to related parties		14,475
Accrued expenses		7,060
Net cash used in operating activities		(668,381)

Cash Flows from Investing Activities:
Cash deposited into Trust Account		(173,472,000)
Net cash used in investing activities		(173,472,000)

Cash Flows from Financing Activities:
Proceeds from sale of common stock to Sponsor		25,000
Advance from related party		60,000
Proceeds from initial public offering, net of underwriter's discount paid		163,464,000
Proceeds from sale of Private Placement Shares		11,908,000
Payment of offering costs		(308,106)
Net cash provided by financing activities		175,148,894

Net Change in Cash		1,008,513
Cash - Beginning of Period		—
Cash - End of Period	$	1,008,513

Supplemental disclosures of noncash investing and financing activities:
Class A common stock subject to possible redemption	$	164,064,233
Deferred offering costs included in due to related parties	$	11,363
Deferred underwriting fee payable	$	5,838,000
Offering costs included in accrued offering costs	$	22,020


	Amount at Fair
Description	Value		Level 1		Level 2		Level 3
June 30, 2021
Assets
Investments held in Trust Account:
Money Market investments	$	173,472,000	$	173,472,000	$	—	$	—


Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).


	Iron Spark I Inc.

Date: August 13, 2021	By:	/s/ Joshua L. Spear
		Joshua L. Spear
		Principal Executive Officer


	Iron Spark I Inc.

Date: August 13, 2021	By:	/s/ Alexander P. Oxman
		Alexander P. Oxman
		Principal Financial and Accounting Officer

SEC Form 10-Q filed by Iron Spark I Inc.