EX-8.1 2 tm2213418d11_ex8-1.htm EXHIBIT 8.1

 

Exhibit 8.1

 

 

 

 

Loeb & Loeb LLP

 

10100 Santa Monica Blvd.
Suite 2200
Los Angeles, CA 90067


Main    310.282.2000 
Fax
       310.282.2200

 

October 5, 2022

 

Iron Spark I Inc.
125 N Cache St. Second Floor
Jackson, Wyoming 83001
Attn: Joshua L. Spear

 

Re:Registration Statement of Hypebeast Limited

 

Ladies and Gentlemen:

 

We have acted as United States counsel to Iron Spark I Inc., a Delaware corporation, (“ISAA”), in connection with the proposed Business Combination (as defined below) contemplated by an Agreement and Plan of Merger, dated as of April 3, 2022 (as amended by the Amendment No. 1 to Merger Agreement dated as of August 12, 2022 and as may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among ISAA, Hypebeast Limited, a Cayman Islands exempted company (“Hypebeast”), and Hypebeast WAGMI Inc., a Delaware corporation and wholly-owned subsidiary of Hypebeast (the “Merger Sub”), pursuant to which the Merger Sub will merge with and into ISAA, with ISAA being the surviving entity and becoming the wholly-owned subsidiary of Hypebeast (the “Merger”).

 

The Business Combination and certain other related transactions are described in the Registration Statement of Hypebeast Limited on Form F-4 under the Securities Act of 1933, as amended (the “Securities Act”), filed on August 5, 2022 (Registration Number 333-264726) as amended through the date hereof (the “Registration Statement”).

 

In rendering this opinion, we have reviewed the Registration Statement and have assumed with your approval the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the completeness and accuracy of the documents reviewed by us. We have assumed with your approval and have not verified the accuracy of the factual matters and representations set forth in the Registration Statement.

 

Los Angeles    New York     Chicago     Nashville    Washington, DC    San Francisco    Beijing    Hong Kong    www.loeb.com

 

For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

 

 

 

 

Iron Spark I Inc.

October 5, 2022

Page 2

 

Based on the foregoing and subject to the assumptions, limitations and qualifications stated in the Registration Statement and herein, we hereby confirm and adopt as our opinion the statements of United States federal income tax law on the date hereof as set forth in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences of the Business Combination — U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders.”

 

This opinion is based upon the existing provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, published revenue rulings and procedures from the United States Internal Revenue Service (“IRS”) and judicial decisions, all as in effect on the date hereof. Any such authority is subject to change, and any change may be retroactive in effect and may affect our opinion as set forth herein. Our opinion is based on the facts, assumptions and representations set forth in the Registration Statement and this opinion. If any of the facts, assumptions or representations is not true, correct or complete, our opinion may not be applicable. We undertake no responsibility to update this opinion or to advise you of any developments or changes as a result of a change in legal authority, fact, representation, assumption or document, or any inaccuracy in any fact, representation or assumption, upon which this opinion is based, or otherwise.

 

Our opinion is not binding on the IRS or a court. The IRS may disagree with one or more of our conclusions, and a court may sustain the IRS’s position.

 

Regards,

 

/s/ Loeb & Loeb LLP