Anchored by PIPE investors including cultural icons and
visionaries Tom Brady, Naomi
Osaka, Kevin Durant,
Rich Kleiman, Tony Hawk, Joe
Gebbia, Jonah Hill,
Adam Levine, Electric Feel Ventures,
THEBLACKLABEL, and IRONGREY
- Founded in 2005, Hypebeast is a thriving digital media and
e-commerce company focused on culture and lifestyle with over 26
million followers worldwide.
- Its global community of creators and consumers spanning 80+
countries enables leading brands to connect and engage with Gen-Z
and millennial audiences.
- High margin, consistently profitable business to generate not
less than US$112 million in revenue
in fiscal year ended March 31, 2022;
achieved a CAGR of 34% from 2015 to 2021.
- 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.
- 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.
- Former President of NIKE, Trevor
Edwards, is expected to be nominated as a director of
Hypebeast.
JACKSON,
Wyo. and HONG KONG,
April 4,
2022 /PRNewswire/ -- Hypebeast Limited (HKSE: 00150,
"Hypebeast" or the "Company"), 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, "Iron Spark"), a publicly-traded special purpose
acquisition company ("SPAC"), 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 Hong Kong in 2005 as
a sneaker blog by now Executive Director, Chairman, and CEO
Kevin Ma, Hypebeast now boasts a
community of 26 million social media followers and 18 million
monthly unique visitors to its digital platforms. Its loyal and
global user base includes Gen-Z and millennial consumers with
disposable incomes and high purchase intent, as well as a diverse
and highly engaged community of artists and creatives.
Hypebeast uncovers the latest emerging trends in culture and
lifestyle (including fashion, art, sports, technology, and food)
and creates an ecosystem for cultural discovery and connection.
Comprised of three major divisions – HYPEMEDIA, an umbrella of
online editorial and social media platforms; HYPEMAKER, an in-house
creative production agency; and HBX, an e-commerce platform and
omnichannel shopping destination – Hypebeast's global readership
spans 80+ countries across Asia,
Europe, and the US.
Hypebeast's unparalleled brand engagement and global customer
loyalty drives a high-margin, consistently profitable business.
Hypebeast achieved a CAGR of 34% from 2015 to 2021 in revenue
growth and is expected to generate revenue of not less than
US$112 million in the fiscal year
ended March 31, 2022, largely driven
by a growing audience of readers and the expansion of media brand
partnerships. The Company has already established strong
relationships with 250+ global brands in e-commerce and media,
capturing significant growth opportunities in the US$1.6 trillion total addressable global apparel
and footwear market.
Kevin Ma, Executive Director,
Chairman, and CEO of Hypebeast, said:
"For more than
15 years, we've been on a mission to share the most authentic
aspects of culture all around the globe. We've built a loyal and
passionate community who trust our curation across diverse
lifestyle categories spanning fashion, arts, design, luxury,
sports, technology, and more. Partnering with Iron Spark and
entering the public markets in the US will propel us to the next
level. With access to new capital and talent, we will expand our
universe of content, commerce, and experiences in a way that
strengthens our business and community."
Joshua L. Spear, CEO of Iron
Spark, said:
"I'm incredibly excited to be partnering
with Kevin and his team to bring Hypebeast to the next level
through this transaction. Even after 15 years since I first
stumbled upon Kevin's then sneaker blog, Hypebeast still brings me
joy. The brand holds a commanding seat at the intersection of
culture, commerce, and technology and represents a growing cultural
movement that inspires people worldwide. I can't wait to help them
seize the enormous growth opportunity in front of them."
Amy Butte, Chairperson of Iron
Spark, said:
"ISAA went public in June 2021 seeking to become the beginning of a
next generation of SPACs that are founder friendly, operator
oriented and not afraid to innovate. With its track record of
organic growth and public company discipline, Hypebeast is a
perfect example of a company that is 'hidden in plain sight' both
for its cultural significance and compelling business profile. We
look forward to partnering with Kevin and the management team as we
raise funds to accelerate growth, leverage the globally recognized
brand into new categories and make the company stock available to
more individuals through a listing on the US public markets."
Trevor Edwards, Independent
Director of Iron Spark and former President of NIKE,
said:
"It has been amazing to watch Kevin and the
Hypebeast team for almost two decades grow from a small blog to a
global barometer and catalyst of culture. Hypebeast has built a
powerful connection amongst its readers and consumers globally who
want to discover the undiscovered and learn about the up-and-coming
– and they wholeheartedly trust in the brand to provide that. I
look forward to collaborating with Hypebeast as they bridge
communities of creators and consumers from around the world."
Key Transaction Terms
- 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.
- 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 of Iron Spark's common stock).
- The transaction, which has been unanimously approved by the
respective Boards of Directors of Hypebeast and Iron Spark, is
subject to approval by Hypebeast shareholders, Iron Spark
stockholders, and other customary closing conditions. The
transaction is anticipated to close in the third quarter of
2022.
- US$13.3 million PIPE includes
cultural icons and visionaries, who have shown their support of
Hypebeast's platform for cultural discovery. These include
legendary quarterback, cofounder, and investor Tom Brady; tennis superstar and advocate for
social change Naomi Osaka; Thirty Five Ventures co-founders
Kevin Durant and Rich Kleiman; Professional Skateboarder and
Founder of Birdhouse Skateboards Tony Hawk; Co-founder of Airbnb,
Chairman of Samara and Airbnb.org,
Joe Gebbia; actor, filmmaker, and
comedian Jonah Hill; GRAMMY
Award-winning artist Adam Levine;
Electric Feel Ventures, led by manager Austin Rosen; South Korean Entertainment
Company, Record Label, and Creative Agency THEBLACKLABEL, founded
by Teddy Park; as well as investor
in transformative entrepreneurs and LP programs IRONGREY, anchored
by SeAH GROUP.
- Hypebeast's current management team of Executive Director,
Chairman, and CEO Kevin Ma and CFO
Patrick Wong will remain in place
upon transaction close. Iron Spark CEO Joshua L. Spear and former President of NIKE
Trevor Edwards are expected to be nominated to the combined
company's Board of Directors.
Advisors
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.
Management Presentation
The full presentation is
available here.
Forward-Looking Statements
This press release
contains forward-looking statements within the meaning of section
27A of the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and section 21E of the U.S. Securities Exchange Act of 1934
("Exchange Act") that are based on beliefs and assumptions and on
information currently available to Iron Spark and Hypebeast. In
some cases, you can identify forward-looking statements by the
following words: "may," "will," "could," "would," "should,"
"expect," "intend," "plan," "anticipate," "believe," "estimate,"
"predict," "project," "potential," "continue," "ongoing," "target,"
"seek" or the negative or plural of these words, or other similar
expressions that are predictions or indicate future events or
prospects, although not all forwardlooking statements contain these
words. Any statements that refer to expectations, projections or
other characterizations of future events or circumstances,
including projections of market opportunity and market share, the
capability of Hypebeast's business plans including its plans to
expand, the sources and uses of cash from the proposed transaction,
the anticipated enterprise value of the combined company following
the consummation of the proposed transaction, any benefits of
Hypebeast's partnerships, strategies or plans as they relate to the
proposed transaction, anticipated benefits of the proposed
transaction and expectations related to the terms and timing of the
proposed transaction are also forward looking statements. These
statements involve risks, uncertainties and other factors that may
cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or
implied by these forward-looking statements. Although each of Iron
Spark and Hypebeast believes that it has a reasonable basis for
each forward-looking statement contained in this communication,
each of Iron Spark and Hypebeast caution you that these statements
are based on a combination of facts and factors currently known and
projections of the future, which are inherently uncertain. In
addition, there will be risks and uncertainties described in the
proxy statement/prospectus on Form F-4 relating to the proposed
transaction, which is expected to be filed by Hypebeast with the
SEC and other documents filed by Iron Spark or Hypebeast from time
to time with the SEC. These filings may identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Neither Iron Spark nor Hypebeast can
assure you that the forward-looking statements in this
communication will prove to be accurate. These forward-looking
statements are subject to a number of risks and uncertainties,
including, among others, the ability to complete the business
combination due to the failure to obtain approval from Iron Spark's
stockholders or satisfy other closing conditions in the business
combination agreement, the occurrence of any event that could give
rise to the termination of the business combination agreement, the
ability to recognize the anticipated benefits of the business
combination, the amount of redemption requests made by Iron Spark's
public stockholders, costs related to the transaction, the impact
of the global COVID-19 pandemic, the risk that the transaction
disrupts current plans and operations as a result of the
announcement and consummation of the transaction, the outcome of
any potential litigation, government or regulatory proceedings and
other risks and uncertainties, including those to be included under
the heading "Risk Factors" in the final prospectus for Iron Spark's
initial public offering filed with the SEC on June 10, 2021 and in its subsequent quarterly
reports on Form 10-Q and other filings with the SEC. There may be
additional risks that neither Iron Spark or Hypebeast presently
know or that Iron Spark and Hypebeast currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by Iron Spark, Hypebeast, their respective directors, officers or
employees or any other person that Iron Spark and Hypebeast will
achieve their objectives and plans in any specified time frame, or
at all. The forward-looking statements in this press release
represent the views of Iron Spark and Hypebeast as of the date of
this communication. Subsequent events and developments may cause
those views to change. However, while Iron Spark and Hypebeast may
update these forward-looking statements in the future, there is no
current intention to do so, except to the extent required by
applicable law. You should, therefore, not rely on these
forward-looking statements as representing the views of Iron Spark
or Hypebeast as of any date subsequent to the date of this
communication.
No Offer or Solicitation
This press release is not a
proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
potential transaction and does not constitute an offer to sell or a
solicitation of an offer to buy any securities of Iron Spark or
Hypebeast, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Important Additional Information Regarding the Transaction
Will Be Filed With the SEC
In connection with the proposed
business combination, Hypebeast intends to file with the SEC a
registration statement on Form F-4 containing a preliminary proxy
statement and a preliminary prospectus of Iron Spark, and after the
registration statement is declared effective, Iron Spark will mail
a definitive proxy statement/prospectus/consent solicitation
statement relating to the proposed business combination to its
stockholders and Hypebeast's shareholders. This press release does
not contain all the information that should be considered
concerning the proposed business combination and is not intended to
form the basis of any investment decision or any other decision in
respect of the business combination. Iron Spark's stockholders and
other interested persons are advised to read, when available, the
preliminary proxy statement/prospectus/consent solicitation
statement and the amendments thereto and the definitive proxy
statement/prospectus/consent solicitation statement and other
documents filed in connection with the proposed business
combination, as these materials will contain important information
about Hypebeast, Iron Spark and the proposed business combination.
When available, the definitive proxy statement/prospectus/consent
solicitation statement and other relevant materials for the
proposed business combination will be mailed to stockholders of
Iron Spark as of a record date to be established for voting on the
proposed business combination. Such stockholders will also be able
to obtain copies of the preliminary proxy
statement/prospectus/consent solicitation statement, the definitive
proxy statement/prospectus/consent solicitation statement and other
documents filed with the SEC, without charge, once available, at
the SEC's website at www.sec.gov, or by directing a request to Iron
Spark I Inc., 125 N Cache St
Jackson, Wyoming 83001, Attention:
Olivia Defechereux Dejah.
Participants in the Solicitation
Iron Spark and
Hypebeast and their respective directors, executive officers, other
members of management, and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of Iron
Spark's stockholders in connection with the proposed transaction.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of Iron Spark's
stockholders in connection with the proposed business combination
will be set forth in Hypebeast's registration statement on Form
F-4, including a proxy statement/prospectus/consent solicitation
statement, when it is filed with the SEC. Investors and security
holders may obtain more detailed information regarding the names
and interests in the proposed transaction of Iron Spark's directors
and officers in Iron Spark's filings with the SEC and such
information will also be in the Registration Statement to be filed
with the SEC by Hypebeast, which will include the proxy statement /
prospectus/consent solicitation statement of Iron Spark for the
proposed transaction.
Media Contacts:
Iron Spark I
Olivia
Defechereux Dejah
olivia@ironspark.com
Telephone: (307) 200-9007
Hypebeast Limited
Sujean
Lee / Rosita Cheng
media@hypebeast.com
About HYPEBEAST (HKSE: 00150)
Hypebeast Ltd. started
from being a sneaker website founded by Kevin Ma in 2005 to a publicly listed media
company in 2016. With a total reach of over 44.7M users across all platforms, the group
boasts a global readership across Asia
Pacific, North America,
Europe and more, with the flagship
platform available in five languages. The group has expanded its
publishing brands to a wider scope in recent years, encompassing
Hypebeast and its multiple content distribution platforms,
e-commerce store HBX and agency HYPEMAKER.
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SOURCE Hypebeast