UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to 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 March 31, 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 May 16, 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.


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements

	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021 (Audited) (as Restated)	2

	Condensed Statements of Operations for the three months ended March 31, 2022 and for the period from January 22, 2021 (inception) through March 31, 2021 (Unaudited)	3

	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2022 and for the period from January 22, 2021 (inception) through March 31, 2021 (Unaudited) (as Restated)	4

	Condensed Statements of Cash Flows for the three months ended March 31, 2022 and for the period from January 22, 2021 (inception) through March 31, 2021 (Unaudited)	5

	Notes to Unaudited Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

SIGNATURES		26


	March 31, 2022		December 31,2021
ASSETS	(Unaudited)		(Audited)
Current assets:
Cash	$	286,895	$	494,693
Prepaid expenses and other current assets		319,052		281,141
Total current assets		605,947		775,834
Investments held in Trust Account		170,982,036		171,811,812
Prepaid expenses, non-current		48,901		116,609
Total assets	$	171,636,884	$	172,704,255

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Due to related parties	$	159,170	$	163,715
Franchise taxes payable		236,712		187,945
Accrued advisory fees		7,000,000		—
Accrued offering costs		70,000		70,000
Accrued expenses		855,517		32,210
Total current liabilities		8,321,399		453,870
Deferred underwriting fee payable		5,838,000		5,838,000
Total liabilities		14,159,399		6,291,870

Commitments and Contingencies (Note 7)

Class A common stock subject to possible redemption, 16,680,000 shares at redemption value as of March 31, 2022 and December 31, 2021, respectively		166,800,000		166,800,000

Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		—		—
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 March 31, 2022 and December 31, 2021, respectively		119		119
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,170,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		417		417
Additional paid-in capital		2,291,994		2,291,994
Accumulated deficit		(11,615,045)		(2,680,145)
Total stockholders' deficit		(9,322,515)		(387,615)
Total liabilities and stockholders' deficit	$	171,636,884	$	172,704,255


			For the Period from
	For the Three Months		January 22, 2021
	Ended March 31,		(inception) Through
	2022		March 31, 2021
Operating and formation costs	$	8,056,357	$	1,300
Loss from operations		(8,056,357)		(1,300)
Interest income on Trust Account		4,224		—
Franchise taxes expense		(48,767)		—
Net loss		(8,100,900)		(1,300)

Basic and diluted weighted average shares outstanding		22,040,800		3,750,000	⁽¹⁾
Basic and diluted net loss per share	$	(0.37)	$	(0.00)


From January 22, 2021 (inception) through March 31, 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

Three Months Ended March 31, 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)


			For the Period
			from January 22,
	For the Three		2021 (inception)
	Months Ended		Through March
	March 31, 2022		31, 2021
Cash Flows from Operating Activities:
Net loss		(8,100,900)		(1,300)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on investments held in Trust Account		(4,224)		—
Amortization of prepaid expenses and other assets		87,485		—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(57,688)		(1,812)
Due to related parties		(4,545)		—
Accrued advisory fees		7,000,000		—
Accrued expenses		823,307		1,000
Franchise taxes payable		48,767		—
Net cash used in operating activities		(207,798)		(2,112)

Cash Flows from Financing Activities:
Proceeds from sale of common stock to Sponsor		—		25,000
Proceeds from advance from Sponsor		—		5,000
Payment of offering costs		—		(26,956)
Net cash provided by financing activities		—		3,044

Net Change in Cash		(207,798)		932
Cash - Beginning of Period		494,693		—
Cash - End of Period	$	286,895	$	932

Supplemental disclosures of investing and financing activities:
Payment of dividend to Class A Public Shareholders from trust account	$	834,000	$	—

Supplemental disclosures of noncash investing and financing activities:
Deferred offering costs included in due to Sponsor	$	—	$	74,250
Deferred offering costs included in accrued offering costs	$	—	$	25,000


	March 31, 2022
	As Previously
	Reported	Adjustments	As Restated
Condensed Balance Sheet (unaudited)
Accrued offering costs	—	70,000	70,000
Total current liabilities	8,251,399	70,000	8,321,399
Total liabilities	14,089,399	70,000	14,159,399
Additional paid-in capital	2,361,994	(70,000)	2,291,994
Total Stockholders' Deficit	(9,252,515)	(70,000)	(9,322,515)


Gross proceeds	$	166,800,000
Less:
Issuance costs allocated to Class A common stock		(9,555,615)
Proceeds allocated to over-allotment option		(112,500)
Plus:
Remeasurement of carrying value to redemption value		9,668,115
Class A common stock subject to possible redemption	$	166,800,000


					For the period from January
	For the three months ended				22, 2021 (inception) through
	March 31, 2022				March 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per share:
Numerator:
Net loss	$	(6,568,254)	$	(1,532,646)	$	—	$	(1,300)
Denominator:
Basic and diluted weighted average shares outstanding		17,870,800		4,170,000		—		3,750,000	⁽¹⁾
Basic and diluted net loss per share	$	(0.37)	$	(0.37)	$	0.00	$	(0.00)


	Amount at
Description	Fair Value		Level 1		Level 2		Level 3
March 31, 2022
Assets
Investments held in Trust Account:
Money Market investments	$	170,982,036	$	170,982,036	$	—	$	—


No.		Description of Exhibit
31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief 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 Chief Financial 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: October 3, 2022	By:	/s/ Joshua L. Spear
		Joshua L. Spear
		Principal Executive Officer


	Iron Spark I Inc.

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