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): March 23, 2022 (March 21, 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, 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:
| ☐ | 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.
Item 1.01 Entry into a Material Definitive Agreement.
On March 21, 2022, IG Acquisition Corp. (the “Company”) issued an amended and restated promissory note (the “Amended Note”) to IG Sponsor LLC (the “Sponsor”), which amended and restated in its entirety the note initially issued by the Company to the Sponsor on November 11, 2021 (the “Original Note”). The Amended Note provides for a principal amount of up to $1,000,000, an increase from up to $500,000. The Amended 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 Amended 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. The Amended Note also eliminated the provisions in the Original Note relating to the Sponsor’s right to elect to have all or a portion of the unpaid principal amount be converted into warrants of the Company.
The issuance of the Amended 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 Amended 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 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.
| | IG ACQUISITION CORP. |
| | |
| | By: | /s/ Christian Goode |
| | | Name: | Christian Goode |
| | | Title: | Chief Executive Officer |
Dated: March 23, 2022
2
