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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