Hypebeast Going Public Through Merger With Iron Spark I (ISAA)

Apr 4th, 2022 12:59 EST
  • Hypebeast Limited and Iron Spark I Inc. (Nasdaq: ISAA) announced that they entered into 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. These are the details.

Hypebeast Limited – a 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), a publicly-traded special purpose acquisition company (SPAC), announced 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.

Launched 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. And 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.

Now 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. The company is 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. And Hypebeast’s global readership spans 80+ countries across Asia, Europe, and the US.

Hypebeast’s brand engagement and global customer loyalty drive a high-margin, consistently profitable business. And 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, which largely driven by a growing audience of readers and the expansion of media brand partnerships. The company has already established strong relationships with over 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.

Key Deal 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 the transaction close. And 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, who have shown their support of Hypebeast’s platform for cultural discovery. And 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.

KEY QUOTES:

“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.”

– Kevin Ma, Executive Director, Chairman, and CEO of Hypebeast

“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.”

– Joshua L. Spear, CEO of Iron Spark

“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.”

– Amy Butte, Chairperson of Iron Spark

“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.”

– Trevor Edwards, Independent Director of Iron Spark and former President of NIKE

 

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