United States
SECURITIES AND EXCHANGE COMMISSION
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Form
Current Report
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Item 4.02-Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.
On November 15, 2021, in connection with the preparation of the financial statements of Iron Spark I Inc. (the “Company”) as of September 30, 2021, management determined it should restate its previously reported financial statements. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per Class A common stock while also taking into consideration its charter’s requirement that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the Class A common stock and determined that the Class A common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that the carrying value should include all Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being classified as temporary equity in its entirety. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), retained earnings (accumulated deficit) and Class A common stock.
In connection with the change in presentation for the Class A common stock subject to redemption, the Company will restate its earnings per share calculation to allocate net income (loss) proportionally evenly to Class A common stock subject to redemption and those that are not subject to redemption. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of Class A common stock share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results.
Based upon their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2021, due to the material weakness in our internal control over financial reporting as a result of the revisions of our June 30, 2021 financial statements (the “revisions”) regarding the failure to properly classify Class A common stock redeemable equity instruments. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles.
Therefore, the June 30, 2021 quarterly financial statements included in the Company's Form 10-Qs, as filed with the SEC on August 13, 2021 as well as the Company's balance sheet included on the Company’s Form 8-K, as filed with the SEC on June 17, 2021, should no longer be relied upon because certain redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the Class A common stock in permanent equity. The Company will restate its financial statements to classify all Class A common stock as temporary equity and any related impact, as the threshold in its charter does not change the nature of the underlying Class A common stock as redeemable and thus would be required to be disclosed outside of permanent equity. As a result of the foregoing, the Company’s management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement. As a result of that reassessment, the Company’s management determined that its disclosure controls and procedures for such periods were not effective.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP the Company’s independent registered public accounting firm.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 16, 2021 | ||
| IRON SPARK I INC. | ||
| By: | /s/ Alexander P. Oxman | |
| Name: | Alexander P. Oxman | |
| Title: | Chief Operating Officer | |