Item 1.01. Entry into a Material Definitive Agreement.

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 removes all exclusivity provisions from the BCA and the SID and permits 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 provides 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.

The foregoing description of the Amendment Agreement 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 is filed herewith as Exhibit 10.1, each of which is incorporated by reference herein.

The reason for the entry into the Amendment Agreement is because of the delay in obtaining the Company's audited financial statements and other materials, as well as market conditions that have made it difficult to obtain financing necessary to consummate the transactions. Unless the Company is able to deliver its audited financial statements and obtain the necessary funding, IGAC intends to seek to locate an alternative target company and potentially pursue the consummation of a business combination with such alternative target company. If the Company has not delivered its audited financial statements and obtained the necessary funding prior to the time IGAC locates an alternative target company, IGAC expects that it would enter into a letter of intent with such a target company and terminate the BCA and SID. Notwithstanding any of the foregoing, no assurance can be provided that the Company will be able to deliver its audited financial statements and obtain the necessary funding or that IGAC will locate an alternative target company or any business combination with such alternative target company would be consummated.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                                   Description
   10.1         Amendment Agreement, dated December 8, 2022
    104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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