UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Introductory Note
On September 22, 2022, IG Acquisition Corp., a Delaware corporation (“IGAC”), PlayUp Limited, an Australian public company (the “Company”), Maple Grove Holdings Public Limited Company, a public limited company incorporated in the Republic of Ireland (“Parent”), and Project Maple Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub”) entered into a Business Combination Agreement (the “BCA”) and IGAC, the Company and Parent entered into a Scheme Implementation Deed (“SID”).
On December 8, 2022, IGAC, the Company, Parent and Merger Sub entered into an Amendment Agreement to amend the BCA and the SID. The Amendment Agreement removed all exclusivity provisions from the BCA and the SID and permitted IGAC, on the one hand, and the Company, Parent and Merger Sub, on the other hand, to discuss alternative potential business combinations with alternative target companies. The Amendment Agreement also provided that either IGAC, on the one hand, or the Company, Parent and Merger Sub, on the other hand, may immediately terminate the BCA and the SID if either has agreed final terms (such as a letter of intent) with a third party to enter into a business combination and intends to enter into those business combination terms with the third party.
Item 1.02. Termination of a Material Definitive Agreement.
On January 6, 2023, IGAC provided written notice (the “Termination Notice”) to the Company, Parent and Merger Sub that it was terminating the BCA pursuant to Section 9.01(e) of the BCA effective immediately. The Termination Notice also served as written notice to the Company and Parent that IGAC was terminating the SID pursuant to clause 11.1(d) of the SID effective immediately.
The foregoing description of the Termination Notice does not purport to be complete and is qualified in its entirety by the terms and conditions of the BCA and the SID, which were previously filed as Exhibits 2.1 and 2.2 to the Current Report on Form 8-K, filed by IGAC with the U.S. Securities and Exchange Commission on September 22, 2022, and the Amendment Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on December 8, 2022, each of which is incorporated by reference herein.
Item 8.01. Other Events.
The board of directors of IGAC has determined that IGAC will not be able to complete the transactions contemplated by the BCA or any other initial business combination within the time period required by its Amended and Restated Certificate of Incorporation, as amended (the “Charter”). Accordingly, IGAC will dissolve and liquidate pursuant to the terms of the Charter, effective as of the close of business on January 11, 2023, and will redeem all of the outstanding shares of Class A common stock that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.12 after taking into account the removal of a portion of the accrued interest in the trust account to pay taxes and for dissolution expenses.
As of the close of business on January 11, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.
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To provide for the disbursement of funds from the trust account, IGAC has instructed Continental Stock Transfer & Trust Company, the trustee of the trust account (“Continental”), to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental, IGAC’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after January 11, 2023.
IGAC’s sponsor has agreed to waive its redemption rights with respect to its outstanding shares of Class B common stock issued prior to IGAC’s initial public offering. There will be no redemption rights or liquidating distributions with respect to IGAC’s warrants, which will expire worthless.
IGAC expects that the Nasdaq Stock Market will file a Form 25 with the U.S. Securities and Exchange Commission (the “Commission”) to delist IGAC’s securities. IGAC thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Notice of Termination dated January 6, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
| IG ACQUISITION CORP. | |||
| By: | /s/ Christian Goode | ||
| Name: | Christian Goode | ||
| Title: | Chief Executive Officer | ||
Dated: January 6, 2023
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Exhibit 10.1
IG ACQUISITION CORP.
251 Park Avenue South, 8th Floor
New York, NY 10010
January 6, 2023
BY EMAIL
PlayUp Limited
Maple Grove Holdings Public Limited Company
Project Maple Merger Sub, LLC
c/o Maple Grove Holdings PLC
48 Epsom Road
Zetland NSW 2107 Australia
Ladies and Gentlemen:
NOTICE OF TERMINATION
Reference is made to that certain Business Combination Agreement, dated as of September 22, 2022 (the “BCA), by and among IG Acquisition Corp., a Delaware corporation (“SPAC”), PlayUp Limited, an Australian public company with Australian Company Number (ACN) 612 529 307 (the “Company”), Maple Grove Holdings Public Limited Company, a public limited company incorporated in the Republic of Ireland with registered number 725881 (“Parent”), and Project Maple Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”). Reference is further made to that certain Scheme Implementation Deed, dated as of September 22, 2022 (the “SID”), by and among SPAC, the Company and Parent. Each capitalized term used but not otherwise defined herein has the meaning ascribed to such term in the BCA.
This letter serves as written notice to the Company, Parent and Merger Sub that SPAC is hereby terminating the BCA pursuant to Section 9.01(e) of the BCA and that such termination is effective immediately. This letter also serves as written notice to the Company and Parent that SPAC is hereby terminating the SID pursuant to clause 11.1(d) of the SID and that such termination is effective immediately.
Under Section 7.13 of the BCA, the Company is required to use its commercially reasonable efforts to deliver its audited financial statements prepared in accordance with the auditing standards of the PCAOB and presented in accordance with IFRS (the “Company Financial Statements”) by October 31, 2022. Despite SPAC’s repeated requests for the Company Financial Statements, the Company has failed to deliver the Company Financial Statements and has provided no indication of when the Company Financial Statements will be delivered or if they will be delivered at all. The Company’s breach of Section 7.13 of the BCA constitutes a Terminating Company Breach.
Section 7.01 of the BCA, which incorporates clause 3.4 of the SID, requires that the parties to the SID prepare and file the preliminary Registration Statement / Proxy Statement with the SEC as soon as practicable after the date of the SID. In order to prepare and file preliminary Registration Statement / Proxy Statement, the Company and Parent must first deliver a draft of the Parent Registration Statement to SPAC, which includes the Company Financial Statements. Despite SPAC’s repeated requests for a draft of the Parent Registration Statement, the Company and Parent have failed to deliver a draft of the Parent Registration Statement and have provided no indication of when the Parent Registration Statement will be delivered or if it will be delivered at all. Indeed, Representatives of the Company have advised SPAC that its counsel has ceased working on the Parent Registration Statement. The Company’s and Parent’s breach of Section 7.6 of the BCA constitutes a Terminating Company Breach.
The aforementioned Terminating Company Breaches have caused undue delay and are not capable of being cured in a manner that would permit the Closing to occur by the End Date and, therefore, no cure period in respect of the Terminating Company Breaches applies.
This letter is non-exhaustive and SPAC reserves all of its rights and remedies.
| Very truly yours, | |||
| IG ACQUISITION CORP. | |||
| By: | /s/ Christian Goode | ||
| Name: | Christian Goode | ||
| Title: | CEO | ||
| cc: | DLA Piper Australia (by email) DLA Piper LLP (US) (by email) Paul, Weiss, Rifkind, Wharton & Garrison LLP (by email) |