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 March 31, 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 July 22, 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	1

	Condensed Statement of Operations	2

	Condensed Statement of Changes in Stockholders’ Equity	3

	Condensed Statement of Cash Flows	4

	Notes to Condensed Financial Statements	5

Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18

Item 4.	CONTROLS AND PROCEDURES	18

PART II – OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS	19

Item 1A.	RISK FACTORS	19

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19

Item 3.	DEFAULTS UPON SENIOR SECURITIES	19

Item 4.	MINE SAFETY DISCLOSURES	19

Item 5.	OTHER INFORMATION	19

Item 6.	EXHIBITS	20

SIGNATURES		21


ASSETS
Current assets:
Cash	$	932
Other current assets		1,812
Total current assets		2,744
Deferred offering costs		126,206
Total Assets	$	128,950

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued expenses	$	1,000
Due to related party		79,250
Accrued offering costs		25,000
Total Liabilities		105,250

Commitments and Contingencies (Note 6)

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 ; none issued and outstanding		—
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		24,569
Accumulated deficit		(1,300)
Total Stockholders’ Equity		23,700
Total Liabilities and Stockholders’ Equity	$	128,950


Operating and formation costs	$	1,300
Net Loss	$	(1,300)

Weighted average shares outstanding, basic and diluted⁽¹⁾⁽²⁾		3,750,000
Basic and diluted net loss per common share	$	(0.00)


								Total
	Class B Common Stock			Additional		Accumulated		Stockholders’
	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


Cash Flows from Operating Activities:
Net loss	$	(1,300)
Changes in operating assets and liabilities:
Other current assets		(1,812)
Accrued expenses		1,000
Net cash used in operating activities		(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		932
Cash - Beginning of period		—
Cash - End of period	$	932

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


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 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 Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document


	Iron Spark I Inc.

Date: July 23, 2021	By:	/s/ Joshua L. Spear
		Joshua L. Spear
		Chief Executive Officer


	Iron Spark I Inc.

Date: July 23, 2021	By:	/s/ Alexander P. Oxman
		Alexander P. Oxman
		Chief Financial Officer

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