Current Report Filing (8-k)
16 November 2021 - 10:12PM
Edgar (US Regulatory)
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2021-11-11
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2021-11-11
2021-11-11
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2021-11-11
2021-11-11
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IGAC:WarrantsEachExercisableForOneShareOfClassCommonStockAtPriceOf11.50Member
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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
of report (Date of earliest event reported): November 11, 2021
IG
ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
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001-39579
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85-2096362
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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251
Park Ave. South, 8th
Floor New York, NY10010
(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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units,
each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
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IGACU
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The
Nasdaq Stock Market LLC
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Class
A Common Stock, par value $0.0001 per share
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IGAC
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The
Nasdaq Stock Market LLC
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Warrants,
each exercisable for one share of Class A Common Stock at a price of $11.50
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IGACW
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The
Nasdaq Stock Market LLC
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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.
Item
1.01 Entry into a Material Definitive Agreement.
On
November 11, 2021, IG Acquisition Corp. (the “Company”) issued a promissory note (the “Note”) in
the principal amount of up to $500,000 to IG Sponsor LLC (the “Sponsor”). The Note was issued in connection with advances
the Sponsor has made, and may make in the future, to the Company for working capital expenses. The Note bears no interest and is due
and payable upon the earlier of (i) October 5, 2022 or (ii) the date on which the Company consummates its initial business combination.
At the election of the Sponsor, all or a portion of the unpaid principal amount of the Note may be converted into warrants of the Company,
each warrant exercisable for one share of Class A common stock of the Company upon the consummation of an initial business combination
(the “Conversion Warrants”), equal to: (x) the portion of the principal amount of the Note being converted, divided
by (y) $1.00, rounded up to the nearest whole number of warrants. The Conversion Warrants are identical to the warrants issued by the
Company to the Sponsor in a private placement in connection with the Company’s initial public offering. The Conversion Warrants
and their underlying securities are entitled to the registration rights set forth in the Note.
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
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
November 15, 2021, the audit committee of the board of directors of the Company concluded, after discussion with the Company’s
management and with the Company’s independent registered public accounting firm, Marcum LLP, that (i) the Company’s audited
balance sheet as of October 5, 2020 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission (the “SEC”) on October 9, 2020, (ii) the Company’s audited financial statements as of
December 31, 2020 contained in the Company’s Annual Report on Form 10-K/A filed with the SEC on May 24, 2021, (iii) the Company’s
unaudited financial statements as of March 31, 2021 contained in the Company’s Quarterly Report on Form 10-Q filed with the SEC
on May 24, 2021 and (iv) the Company’s unaudited financial statements as of June 30, 2021 contained in the Company’s Quarterly
Report on Form 10-Q filed with the SEC on August 12, 2021, should no longer be relied upon due to the reclassification of all of the
Company’s Class A common stock as temporary equity.
The
Company’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and
operation of the Company’s disclosure controls and procedures. Based upon their evaluation, the Company’s Chief Executive
Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of September
30, 2021, due to the material weakness in analyzing complex financial instruments including the proper accounting for warrants as liabilities
and the proper classification of redeemable shares of Class A common stock as temporary equity. In light of this material weakness, the
Company performed additional analysis as deemed necessary to ensure that the Company’s unaudited interim financial statements were
prepared in accordance with U.S. generally accepted accounting principles. The Company reflected the restatements of the Company’s
financial statements identified above in Note 2 of the financial statements included in the Company’s Quarterly Report on Form
10-Q for the period ended September 30, 2021, filed with the SEC on November 15, 2021 and accordingly, management believes that the financial
statements included in such report present fairly in all material respects the Company’s financial position, results of operations
and cash flows for the periods presented.
Item
9.01. Financial Statements and Exhibits.
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.
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IG
ACQUISITION CORP.
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By:
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/s/
Christian Goode
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Name:
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Christian
Goode
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Title:
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Chief
Executive Officer
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Dated:
November 15, 2021
3
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