SEC Form DEFA14A filed by Iron Spark I Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Check the appropriate box:

Iron Spark I Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

IRON SPARK I INC.

125 N Cache Street

2nd Floor

Jackson, Wyoming 83001

Telephone: (307) 200-9007

Dear Fellow Shareholder,

You recently received proxy materials for the Iron Spark I Inc. special meeting of stockholders to be held on December 19, 2022. This attached supplement to the proxy statement contains additional information that supplements the proxy statement. We urge you to read this supplement, together with the proxy statement previously sent to you carefully and in its entirety.

You can find more information on the extraordinary general meeting in the Company's proxy statement at https://www.cstproxy.com/ironsparki/2022/.

IT IS EXTREMELY IMPORTANT THAT STOCKHOLDERS VOTE ON THE PROPOSALS

Please take a moment now to cast your vote using one of the options listed below:

Vote Online - Log on to the website shown on your Voting Instruction Form (VIF). Please have your VIF in hand to access your control number and follow the on-screen instructions.

Vote By Telephone - Call the toll-free number listed on your (VIF). Please have your VIF in hand to access your control number and follow the recorded instructions.

Vote By Mail - Complete, sign and date the VIF and return it in the enclosed postage paid envelope.

Vote by Verbal Instruction - Contact Morrow Sodali LLC toll free at (800) 662-5200

YOUR PARTICIPATION IS EXTREMELY IMPORTANT - PLEASE VOTE TODAY

If you have any questions relating to the shareholder meeting, voting your shares, or need to request additional proxy materials, you may call our proxy solicitor at:

Morrow Sodali LLC
333 Ludlow Street,
5 Floor, South Tower Stamford, CT 069 02
Telephone: (800) 662-5200
(Banks and brokers can call: (203) 658-9400)
Email: [email protected]

We appreciate your support.

__________________________________________________

IF YOUR SHARES ARE HELD IN A BROKERAGE ACCOUNT YOU SHOULD KNOW THAT

YOUR BROKER WILL NOT VOTE YOUR SHARES IF THEY DON'T RECEIVE INSTRUCTIONS FROM YOU. PLEASE VOTE YOUR SHARES NOW SO YOUR VOTE CAN BE COUNTED WITHOUT DELAY.

IF YOU HAVE RECENTLY MAILED YOUR PROXY OR CAST YOUR VOTE BY PHONE OR OVER THE INTERNET, PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST

SUPPLEMENT NO. 1 DATED DECEMBER 6, 2022

TO

PROXY STATEMENT

DATED November 25, 2022

IRON SPARK I INC.

125 N Cache Street

2nd Floor

Jackson, Wyoming 83001

Telephone: (307) 200-9007

As more fully described in this proxy statement dated November 25, 2022 which was previously mailed to you, the Special Meeting will be held for the purpose of considering and voting on the following proposals:

Each of the Charter Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote. The Charter currently provides that ISAA has until the Original Termination Date to complete its initial business combination and, if ISAA does not complete an initial business combination by the Original Termination Date, it will (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to ISAA to pay its taxes and dividends as provided under the Charter (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Class A Common Stock sold in ISAA’s initial public offering (the “Public Shares”), which redemption will completely extinguish the rights of the holders of the Public Shares (the “Public Stockholders”) as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The purpose of the Charter Amendment Proposal is to allow ISAA to return the proceeds of its initial public offering, which were deposited in a trust account (“Trust Account”) established for the benefit of the Public Stockholders, to its Public Stockholders earlier than currently contemplated (the “Early Liquidation”) under the Charter and enable Public Stockholders to recover their investment without having to wait for approximately another 6 months to do so. The liquidation price will be set at $10.00 plus any interest earned on the trust account (less up to $100,000 for dissolution expenses) and not previously released to ISAA to pay its franchise and income taxes. As of December 1, 2022, the interest on the funds held in the Trust Account was $3,174,065.82, or approximately $0.19 per public share. The amount relating to unpaid dividends held in trust will be returned to ISAA’s Sponsor. The amount to be distributed to stockholders in the proxy statement previously excluded interest earned on the Trust Account. A copy of the revised charter amendment is attached hereto as Annex A.

ANNEX A

PROPOSED CERTIFICATE OF AMENDMENT TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

IRON SPARK I INC.

“(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes and for the payment of dividends as described in Section 9.3(b), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares ( as defined below) if the Corporation is unable to complete its initial Business Combination by December 28, 2022, and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate relating to stockholders’ rights or pre- initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders”.”

“(d) In the event that the Corporation has not consummated an initial Business Combination by December 28, 2022, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten Business Days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to $10.00 plus any interest earned on the trust account (less up to $100,000 for dissolution expenses), and (ii) as promptly as reasonably possible following such redemption, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. “Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in The City of New York, New York, are authorized or required by law to close.”

“Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) to modify the substance or timing of the ability of Public Stockholders to seek redemption in connection with an initial Business Combination or the Corporation’s obligation to redeem (i) 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by December 28, 2022 or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to $10.00 plus any interest earned on the trust account (less up to $100,000 for dissolution expenses); provided, however, that any such amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.”

IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Amended and Restated Certificate of Amendment to be duly executed in its name and on its behalf by an authorized officer as of this [•] day of [•], 2022.