PlayUp Limited entered into an agreement to acquire IG Acquisition Corp. (NasdaqCM:IGAC) from IG Sponsor LLC and others for $350 million in a reverse merger transaction on September 22, 2022. As per the terms of the transaction, PlayUp shall receive equal to 35 million shares of IGAC. Concurrent with the signing of the agreement, Maple Grove has entered into a $70 million standby equity purchase agreement with YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LP, to provide additional liquidity to the combined company following the closing of the transaction. PlayUp will list on the NASDAQ via a newly-formed Irish company. As part of the transaction, Daniel Simic will retain as Global Chief Executive Officer of the combined company. Bradley Tusk, Chairman of IGAC, and Christian Goode, Chief Executive Officer of IGAC, will join the new combined company. Bradley Tusk will become Chairman of the combined company's Board and Christian Goode will serve as President of PlayUp's U.S. business. The Board shall consist of seven (7) members, or such lesser number as may be determined by the Company; (A) one (1) member of the Parent Board shall be designated by IG Sponsor LLC, which member shall be Bradley Tusk, and (B) the remaining members of the Parent Board shall be designated by the Company in advance of the Closing.

The transaction is subject to the satisfaction of customary closing conditions, including the approval of the shareholders of PlayUp Limited and the stockholders of IGAC, regulatory approvals (including in Australia, New Jersey and Colorado), Australian court approval, Shares and Warrants to be issued being approved for listing on the Nasdaq Capital Market, committed but unfunded equity and debt financing, being equal to or greater than $60 million, with at least $36 million in funds available or available to be drawn at closing, the Form F-4 containing the Proxy Statement/Prospectus being declared effective, delivered copy of the Lock-up Agreement duly executed by all such parties and an independent expert confirming that the transaction is in the best interest of PlayUp's shareholders. The transaction was unanimously approved by the IGAC board of directors and unanimously approved by the board of directors of PlayUp. IGAC and PlayUp entered into an Amendment Agreement to remove exclusivity provisions from the agreement. The deal is expected to close in the first quarter of 2023.

Adam M. Givertz, Christian Kurtz, David Mayo, Sohail Itani, Claudine Meredith-Goujon, Charles Googe, Steven Herzog and Ian M. Hazlett of Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to IG Acquisition Corp. and IG Sponsor LLC. Srinivas M. Raju and Nathaniel J. Stuhlmiller of Richards, Layton & Finger, PA is acting as special Delaware counsel to IG Acquisition Corp. Elliott Cheung, David Ryan, Joseph Fore, Drew Valentine, Steven Duggan, Eddie Ahn, Drew M. Young and Joshua M. Samek of DLA Piper is acting as legal counsel and Innovation Capital, LLC is acting as financial advisor to PlayUp.

PlayUp Limited cancelled the acquisition of IG Acquisition Corp. (NasdaqCM:IGAC) from IG Sponsor LLC and others in a reverse merger transaction on January 6, 2023. The transaction was terminated immediately. The board of directors of IGAC has determined that the transaction cannot be completed within the time period required by its Amended and Restated Certificate of Incorporation. 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.