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 September 30, 2022

☐ 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 November 21, 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.

Table of Contents

IRON SPARK I INC.

TABLE OF CONTENTS


		Page
PART 1 – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	2
	Condensed Statements of Operations for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021, and for the Period from January 22, 2021 (inception) Through September 30, 2021 (Unaudited)	3
	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021, and for the Period from January 22, 2021 (inception) Through September 30, 2021 (Unaudited)	4
	Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the Period from January 22, 2021 (inception) Through September 30, 2021 (Unaudited)	6
	Notes to the Unaudited Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
SIGNATURES		30

Table of Contents

IRON SPARK I INC.

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets:
Cash	$	134,614	$	494,693
Prepaid expenses and other current assets		196,936		281,141
Total current assets		331,550		775,834
Investments held in Trust Account		169,406,343		171,811,812
Prepaid expenses, non-current		—		116,609
Total assets	$	169,737,893	$	172,704,255

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	2,054,252	$	32,210
Due to related parties		317,333		163,715
Franchise tax payable		150,000		187,945
Convertible note – related party		395,000		—
Income tax payable		133,602		—
Accrued offering costs		—		70,000
Accrued advisory fees		7,000,000		—
Total current liabilities		10,050,187		453,870
Deferred underwriting fee payable		5,838,000		5,838,000
Total liabilities		15,888,187		6,291,870

Commitments and Contingencies (Note 6)

Class A common stock subject to possible redemption, 16,680,000 shares at redemption value as of September 30, 2022 and December 31, 2021		167,202,599		166,800,000

Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 17,870,800 shares issued and 1,190,800 shares outstanding (excluding 16,680,000 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021		119		119
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,170,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021		417		417
Additional paid-in capital		2,291,994		2,291,994
Accumulated deficit		(15,645,423)		(2,680,145)
Total stockholders' deficit		(13,352,893)		(387,615)
Total liabilities and stockholders’ deficit	$	169,737,893	$	172,704,255

The accompanying notes are an integral part of the unaudited condensed financial statements.

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IRON SPARK I INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


							For the Period from
	Three Months Ended		Three Months Ended		Nine Months		January 22, 2021
	September 30,		September 30,		Ended		(inception) Through
	2022		2021		September 30, 2022		September 30, 2021
Operating and formation costs	$	1,172,209	$	374,016	$	9,909,411	$	534,407
Loss from operations		(1,172,209)		(374,016)		(9,909,411)		(534,407)
Interest income on Trust Account		849,200		3,533		930,531		3,533
Gain on issuance of over-allotment option		—		11,700		—		62,100
Franchise tax expense		(50,000)		(137,534)		(114,197)		(137,534)
Loss before income taxes		(373,009)		(496,317)		(9,093,077)		(606,308)
Income tax expense		(133,602)		—		(133,602)		—
Net loss	$	(506,611)	$	(496,317)	$	(9,226,679)	$	(606,308)

Basic and diluted weighted average shares outstanding, Class A common stock		17,870,800		17,870,800		17,870,800		7,867,549
Basic and diluted net loss per share, Class A common stock	$	(0.02)	$	(0.02)	$	(0.42)	$	(0.05)
Basic and diluted weighted average shares outstanding, Class B common stock		4,170,000		4,210,272		4,170,000		3,927,371
Basic and diluted net loss per share, Class B common stock	$	(0.02)	$	(0.02)	$	(0.42)	$	(0.05)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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IRON SPARK I INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	Common Stock										Total
	Class A			Class B			Additional		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Paid -in Capital		Deficit		Deficit
Balance at January 1, 2022	1,190,800	$	119	4,170,000	$	417	$	2,291,994	$	(2,680,145)	$	(387,615)
Payment of dividend to Class A Public Shareholders	—		—	—		—		—		(834,000)		(834,000)
Net loss	—		—	—		—		—		(8,100,900)		(8,100,900)
Balance at March 31, 2022	1,190,800	$	119	4,170,000	$	417	$	2,291,994	$	(11,615,045)	$	(9,322,515)
Payment of dividend to Class A Public Shareholders	—		—	—		—		—		(834,000)		(834,000)
Net loss	—		—	—		—		—		(619,168)		(619,168)
Balance at June 30, 2022	1,190,800	$	119	4,170,000	$	417	$	2,291,994	$	(13,068,213)	$	(10,775,683)
Payment of dividend to Class A Public Shareholders	—		—	—		—		—		(1,668,000)		(1,668,000)
Remeasurement of Class A common stock to redemption amount	—		—	—		—		—		(402,599)		(402,599)
Net loss	—		—	—		—		—		(506,611)		(506,611)
Balance at September 30, 2022	1,190,800	$	119	4,170,000	$	417	$	2,291,994	$	(15,645,423)	$	(13,352,893)

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IRON SPARK I INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM JANUARY 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021


	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	—		—	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 1,190,800 shares of Class A common stock in private placement to Sponsor, net of offering costs	1,190,800		119	—		—		11,885,126		—		11,885,245
Remeasurement of Class A common stock to redemption amount	—		—	—		—		(9,630,234)		—		(9,630,234)
Net loss	—		—	—		—		—		(101,572)		(101,572)
Balance at June 30, 2021	1,190,800	$	119	4,312,500	$	431	$	2,279,461	$	(102,872)	$	2,177,139
Payment of dividend to Class A Public Shareholders	—		—	—

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