UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~report~~ACT ~~(Date~~OF ~~of earliest event reported): September 29, 2022~~1934

Date of report (Date of earliest event reported): December 8, 2022

IG ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-39579		85-2096362
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

251 Park Ave. South, 8th Floor New York, NY 10010

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (917) 765-5588

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	IGACU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	IGAC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50	IGACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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”).

Item 1.01. Entry into a Material Definitive Agreement.

On ~~September~~December 298, 2022, IGIGAC, ~~Acquisition~~the ~~Corp.~~Company, aParent ~~Delaware~~and ~~corporation~~Merger ~~(the~~Sub ~~“Company”),~~entered ~~issued~~into aan ~~promissory~~Amendment ~~note~~Agreement (to amend the ~~“Note”) in~~BCA and the ~~aggregate~~SID. ~~principal~~The ~~amount~~Amendment Agreement ofremoves upall toexclusivity ~~$608,601.12~~provisions tofrom IGthe ~~Sponsor,~~BCA ~~LLC~~and the SID and permits IGAC, aon ~~Delaware~~the ~~limited~~one ~~liability~~hand, ~~company~~and (the ~~“Sponsor”)~~Company, ~~pursuant~~ toParent ~~which~~and Merger Sub, on the ~~Sponsor~~other ~~agreed~~hand, to ~~loan~~discuss toalternative ~~the~~potential ~~Company~~business upcombinations towith ~~$608,601~~alternative target companies.12 inThe ~~connection~~Amendment ~~with~~Agreement also provides that either IGAC, on the ~~extension~~one ofhand, or the Company~~’s termination~~, ~~date~~Parent ~~from~~and ~~October~~Merger 5Sub, ~~2022~~on tothe ~~April~~other 5hand, ~~2023~~may ~~(or~~immediately ~~such~~terminate ~~earlier~~the BCA ~~date~~and asthe ~~determined~~SID byif ~~the~~either ~~board~~has ofagreed ~~directors~~final terms (such as a letter of ~~the~~intent) ~~Company~~with ~~(the~~a third party to enter into a business combination ~~“Board”)~~and intends to enter into those business combination terms with the third party.

The ~~Company~~foregoing ~~will~~description ~~deposit~~of ~~$101,433.52 into~~ the ~~Trust~~Amendment ~~Account~~Agreement indoes ~~connection~~not ~~with~~purport ~~the~~to ~~first~~be ~~drawdown~~complete ~~under~~and ~~the~~is ~~Note~~qualified asin ~~well~~its asentirety ~~$101,433.52~~by ~~into~~ the ~~Trust~~terms ~~Account~~and ~~for~~conditions of ~~each~~the ~~calendar~~BCA ~~month (commencing on November 6, 2022~~ and ~~ending on~~ the ~~5th day of each subsequent month)~~SID, orwhich ~~portion~~were ~~thereof,~~previously ~~that~~filed isas ~~needed~~Exhibits by2.1 ~~the~~and ~~Company~~2.2 to ~~complete~~the anCurrent ~~initial~~Report ~~business~~on ~~combination~~Form ~~(the “Initial Business Combination”)~~8-K, ~~and~~filed ~~such~~by ~~amounts~~IGAC ~~will~~with ~~be distributed either to: (i) all of~~ the U.S. ~~holders~~Securities ofand ~~shares~~Exchange ofCommission ~~Class~~on ASeptember ~~common~~22, ~~stock~~2022, ~~(the “Public~~and ~~Shares”) upon~~ the ~~Company’s~~Amendment ~~liquidation~~Agreement, orwhich ~~(ii)~~is ~~holders~~filed ofherewith ~~Public~~as ~~Shares~~Exhibit ~~who~~10.1, ~~elect to have their shares~~each ~~redeemed~~of inwhich ~~connection~~is ~~with~~incorporated ~~the~~by ~~consummation~~reference ~~of the Initial Business Combination~~herein.

The ~~Note~~reason ~~bears~~for nothe ~~interest~~entry ~~and~~into the Amendment Agreement is ~~repayable~~because of the delay in ~~full~~obtaining ~~upon~~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 ~~date~~transactions. Unless ofthe 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 ~~Initial~~Company ~~Business~~has ~~Combination~~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.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 29, 2022, the Company held a special meeting in lieu of the 2022 annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its Initial Business Combination from October 5, 2022 to April 5, 2023 (or such earlier date as determined by the Board). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on September 29, 2022.

The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Meeting, an aggregate of 27,500,842 shares of the Company’s common stock, which represents a quorum of the outstanding common stock entitled to vote as of the record date of August 25, 2022, were represented in person or by proxy at the Meeting.

At the Meeting, the Company’s stockholders voted on the following proposals, each of which was approved:

(1) The Extension Amendment Proposal — a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from October 5, 2022 to April 5, 2023 (or such earlier date as determined by the Board). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For		Against		Abstain		Broker Non-Votes
26,894,364		488,552		117,926		0

(2) The Director Election Proposal — to elect two persons as Class I directors (to serve until 2025 or until a successor is elected and qualified or their earlier resignation or removal). The following is a tabulation of the votes with respect to the election of directors, each of whom was elected by the Company’s stockholders:

Name	For	Withhold	Broker Non-Votes
Catharine Dockery	24,687,276	2,813,566	0
Peter Ward	24,683,903	2,816,939	0

In connection with the Meeting, stockholders holding 27,464,162 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $275.7 million (approximately $10.04 per Public Share) will be removed from the Trust Account to pay such holders and approximately $25.5 million will remain in the Trust Account. Following redemptions, the Company will have 2,535,838 Public Shares outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) ~~Exhibits.~~ ~~The following exhibits are filed with this Form 8-K:~~Exhibits

Exhibit No.		Description ~~of Exhibits~~
3.1		Amendment to Amended and Restated Certificate of Incorporation.
10.1		Amendment Agreement, dated December 8, 2022
10.1		Promissory Note issued to IG Sponsor LLC, dated September 30, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: ~~September~~December 308, 2022

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