IG ACQUISITION CORP. Item 1.01 Entry Into a Material Definitive Agreement.
On
Business Combination Agreement and Scheme Implementation Deed
Subject to the terms and conditions set forth in the BCA and the SID, including the approval of IGAC's stockholders, the parties thereto will enter into a business combination transaction (the "Proposed Business Combination"), pursuant to which, among other things Merger Sub shall be merged with and into IGAC with IGAC continuing as a direct, wholly-owned subsidiary of Parent.
Under the SID, the Company has agreed to propose a scheme of arrangement under Part 5.1 of the Corporations Act ("Scheme") and capital reduction which, if implemented, will result in all shares in the Company being cancelled in return for the issue of ordinary shares of Parent ("Parent Shares"), with Parent then being issued a share in the Company ("Company Shares") (resulting in the Company becoming a wholly owned subsidiary of Parent), subject to Company shareholder approval, Australian court approval and the satisfaction of various conditions.
Consideration
Subject to the terms and conditions set forth in the BCA and the SID, shareholders of the Company will receive, in exchange for each Company Share, a number of Parent Shares equal to (a) 35,000,000 divided by, (b) a number equal to, as of the Record Date (as defined in the SID), (i) the total number of Company Shares on issue plus(ii) the total number of Company Shares issuable upon the conversion of options (other than unvested options issued to the Company's employees), convertible notes and any other outstanding securities or rights that are convertible into Company Shares.
Under the BCA, in connection with the merger of Merger Sub with and into IGAC,
(a) each share of IGAC's Class A common stock, par value
Representations and Warranties
The BCA and SID, collectively, contain customary representations and warranties of the parties thereto with respect to the parties, the transactions contemplated by the BCA and the SID and their respective business operations and activities. The representations and warranties in the BCA and SID shall terminate and expire upon the occurrence of the closing of the transactions contemplated thereby.
1
Covenants
The BCA and SID, collectively, contain customary covenants of the parties thereto, including: (a) the requirement to use reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the Proposed Business Combination and the Scheme, (b) preparation and filing of a Registration Statement on Form F-4 with respect to the Parent Shares and Parent Warrants issuable in connection with the Proposed Business Combination, which Form F-4 will contain the proxy statement/prospectus for IGAC stockholders (the "Proxy Statement/Prospectus"); (c) restrictions on the conduct of the Company's, IGAC's and Parent's respective businesses and (d) exclusivity provisions requiring, subject to certain exceptions, that the Company ensure that neither it nor any of its representatives solicits, invites, facilitates, encourages or initiates any Competing Proposal (as defined in the SID) and that IGAC will not, and will direct its representatives acting on its behalf not to, directly or indirectly, (i) solicit or initiate any inquiry, indication of interest, proposal or offer from any third party relating to a SPAC Competing Transaction (as defined in the BCA), (ii) participate in any discussions or negotiations with a third party regarding, or furnish or make available to a third party any information relating to the IGAC with respect to, a SPAC Competing Transaction, or (iii) enter into any understanding, arrangement, agreement, agreement in principle or other commitment (whether or not legally binding) with a third party relating to a SPAC Competing Transaction.
Conditions to Closing
Consummation of the Proposed Business Combination and the Scheme is subject to
conditions that are customary for a transaction of this type, including, among
others: (a) there being no temporary, preliminary or final order, decision or
decree issued by any court of competent jurisdiction or government agency which
restrains, prohibits, or prevents, implementation of the Scheme or the Proposed
Business Combination; (b) approval by IGAC's stockholders of certain proposals
to be set forth in the Proxy Statement/Prospectus; (c) approval by the Company
shareholders of the Scheme; (d) approval by an Australian court of the Scheme;
(e) the Parent Shares and Parent Warrants to be issued pursuant to the BCA and
the SID being approved for listing on the Nasdaq Capital Market; (e) the Form
F-4 containing the Proxy Statement/Prospectus being declared effective in
accordance with the provisions of the Securities Act of 1933, as amended (the
"Securities Act"); and (f) the receipt of proceeds from (i) IGAC's trust account
following redemptions, (ii) equity and debt financing, together with cash
available to be drawn at closing from equity and debt financing, and (iii)
committed but unfunded equity and debt financing, being equal to or greater than
Termination
The BCA and SID each include termination provisions.
The SID may be terminated under certain customary and limited circumstances
prior to
2
. . .
Item 7.01 Regulation FD Disclosure.
On
Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference is an investor presentation that may be used by IGAC and the Company to discuss the Proposed Business Combination.
The foregoing (including the information presented in Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibit 99.1 and Exhibit 99.2, that is provided solely in connection with Regulation FD.
4
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are
based on beliefs and assumptions, and on information currently available. In
some cases, you can identify forward-looking statements by the following words:
"positioned, " "build," "likely," "may," "will," "could," "would," "should,"
"expect," "intend," "plan," "anticipate," "believe," "estimate," "predict,"
"project," "potential," "continue," "ongoing," or the negative of these terms or
other comparable terminology, although not all forward-looking statements
contain these words. These statements involve risks, uncertainties, and other
factors that may cause actual results, levels of activity, performance, or
achievements to be materially different from the information expressed or
implied by these forward-looking statements. We caution you that these
statements are based on a combination of facts and factors currently known by us
and our projections of the future, which are subject to a number of risks.
Forward-looking statements in this Current Report on Form 8-K include, but are
not limited to, statements regarding the Proposed Business Combination,
including the timing and structure of the Proposed Business Combination; the
listing of Parent's shares; the amount and use of the proceeds of the Proposed
Business Combination; the Company's future growth and innovations and offerings;
the market size for digital betting and the Company's ability to capture a share
of that market; the ability of the Company to expand its market reach, including
its ability to obtain new licenses and meet regulatory suitability requirements;
the initial market capitalization of Parent; the amount of funds available in
IGAC's trust account as a result of stockholder redemptions or otherwise; and
the anticipated benefits of the Proposed Business Combination. We cannot assure
you that the forward-looking statements in this Current Report on Form 8-K will
prove to be accurate. These forward-looking statements are subject to a number
of risks and uncertainties, including, among others, various factors beyond
management's control, including general economic conditions and other risks,
uncertainties, and factors set forth in the sections entitled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in IGAC's Annual Report
on Form 10-K, filed with the
Important Information About the Proposed Transaction and Where to Find It
A full description of the terms of the transaction will be provided in the Form
F-4 to be filed with the
5
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED THEREIN.
Participants in Solicitation
Parent, IGAC, the Company and their respective directors and executive officers,
may be deemed participants in the solicitation of proxies of IGAC's stockholders
in respect of the transaction. Information about the directors and executive
officers of IGAC is set forth in IGAC's filings with the
No Offer or Solicitation . . .
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1* Business Combination Agreement, by and amongIG Acquisition Corp. ,PlayUp Limited ,Maple Grove Holdings Public Limited Company andProject Maple Merger Sub, LLC , dated as ofSeptember 22, 2022 2.2* Scheme Implementation Deed, by and amongIG Acquisition Corp. , PlayUp Limited andMaple Grove Holdings Public Limited Company , dated as ofSeptember 22, 2022 10.1 Form of Lock-Up Agreement 10.2 Sponsor Agreement, by and amongIG Acquisition Corp ,PlayUp Limited ,Maple Grove Holdings Public Limited Company ,IG Sponsor LLC , and certain directors and officers of IGAC, dated as ofSeptember 22, 2022 10.3 Form of Amended and Restated Registration Rights Agreement 10.4 Standby Equity Purchase Agreement, by and between Parent andYA II PN, Ltd. , dated as ofSeptember 22, 2022 99.1 Joint Press Release ofIG Acquisition Corp. andPlayUp Limited , datedSeptember 22, 2022 . 99.2 Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(a)(5). The Company agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the Securities
and
6
© Edgar Online, source
