Item 1.01 Entry Into a Material Definitive Agreement.
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”).
The following descriptions of the BCA and SID do not purport to be complete and
are qualified in their entirety by reference to the full text of the BCA and
SID, copies of which are included as Exhibit 2.1 and Exhibit 2.2 to this Current
Report on Form 8-K, respectively, and incorporated herein by reference.
Business Combination Agreement and Scheme Implementation Deed
Subject to the terms and conditions set forth in the BCA and the SID, including
the approval of IGAC’s stockholders, the parties thereto will enter into a
business combination transaction (the “Proposed Business Combination”), pursuant
to which, among other things Merger Sub shall be merged with and into IGAC with
IGAC continuing as a direct, wholly-owned subsidiary of Parent.
Under the SID, the Company has agreed to propose a scheme of arrangement under
Part 5.1 of the Corporations Act (“Scheme”) and capital reduction which, if
implemented, will result in all shares in the Company being cancelled in return
for the issue of ordinary shares of Parent (“Parent Shares”), with Parent then
being issued a share in the Company (“Company Shares”) (resulting in the Company
becoming a wholly owned subsidiary of Parent), subject to Company shareholder
approval, Australian court approval and the satisfaction of various conditions.
Consideration
Subject to the terms and conditions set forth in the BCA and the SID,
shareholders of the Company will receive, in exchange for each Company Share, a
number of Parent Shares equal to (a) 35,000,000 divided by, (b) a number equal
to, as of the Record Date (as defined in the SID), (i) the total number of
Company Shares on issue plus(ii) the total number of Company Shares issuable
upon the conversion of options (other than unvested options issued to the
Company’s employees), convertible notes and any other outstanding securities or
rights that are convertible into Company Shares.
Under the BCA, in connection with the merger of Merger Sub with and into IGAC,
(a) each share of IGAC’s Class A common stock, par value $0.0001 per share
(“IGAC Class A Stock”) (other than any shares of IGAC Class A Stock issued upon
any automatic conversion of the IGAC’s Class B common stock, par value $0.0001
per share (“IGAC Class B Stock”) pursuant to Section 4.3(b) of IGAC’s
Certificate of Incorporation (“Class A Conversion Stock”)) will be cancelled and
converted into the right to receive one Parent Share, (b) all shares of IGAC’s
Class B Stock (and any shares of Class A Conversion Stock) will be converted
into the right to receive an aggregate number of Parent Shares equal to the
greater of (i) 2,500,000 and (ii) 5.75% of the total number of Parent Shares
outstanding as of the closing of the Proposed Business Combination, (c) warrants
held by public stockholders of IGAC will become exercisable for Parent Shares
following the consummation of the Proposed Business Combination (“Parent
Warrants”) and (d) private placement warrants held by IG Sponsor LLC (the
“Sponsor”) will be cancelled, in each case, in accordance with the terms of the
BCA.
Representations and Warranties
The BCA and SID, collectively, contain customary representations and warranties
of the parties thereto with respect to the parties, the transactions
contemplated by the BCA and the SID and their respective business operations and
activities. The representations and warranties in the BCA and SID shall
terminate and expire upon the occurrence of the closing of the transactions
contemplated thereby.
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Covenants
The BCA and SID, collectively, contain customary covenants of the parties
thereto, including: (a) the requirement to use reasonable best efforts to take,
or cause to be taken, all actions, to file, or cause to be filed, all documents
and to do, or cause to be done, all things necessary, proper or advisable to
consummate the Proposed Business Combination and the Scheme, (b) preparation and
filing of a Registration Statement on Form F-4 with respect to the Parent Shares
and Parent Warrants issuable in connection with the Proposed Business
Combination, which Form F-4 will contain the proxy statement/prospectus for IGAC
stockholders (the “Proxy Statement/Prospectus”); (c) restrictions on the conduct
of the Company’s, IGAC’s and Parent’s respective businesses and (d) exclusivity
provisions requiring, subject to certain exceptions, that the Company ensure
that neither it nor any of its representatives solicits, invites, facilitates,
encourages or initiates any Competing Proposal (as defined in the SID) and that
IGAC will not, and will direct its representatives acting on its behalf not to,
directly or indirectly, (i) solicit or initiate any inquiry, indication of
interest, proposal or offer from any third party relating to a SPAC Competing
Transaction (as defined in the BCA), (ii) participate in any discussions or
negotiations with a third party regarding, or furnish or make available to a
third party any information relating to the IGAC with respect to, a SPAC
Competing Transaction, or (iii) enter into any understanding, arrangement,
agreement, agreement in principle or other commitment (whether or not legally
binding) with a third party relating to a SPAC Competing Transaction.
Conditions to Closing
Consummation of the Proposed Business Combination and the Scheme is subject to
conditions that are customary for a transaction of this type, including, among
others: (a) there being no temporary, preliminary or final order, decision or
decree issued by any court of competent jurisdiction or government agency which
restrains, prohibits, or prevents, implementation of the Scheme or the Proposed
Business Combination; (b) approval by IGAC’s stockholders of certain proposals
to be set forth in the Proxy Statement/Prospectus; (c) approval by the Company
shareholders of the Scheme; (d) approval by an Australian court of the Scheme;
(e) the Parent Shares and Parent Warrants to be issued pursuant to the BCA and
the SID being approved for listing on the Nasdaq Capital Market; (e) the Form
F-4 containing the Proxy Statement/Prospectus being declared effective in
accordance with the provisions of the Securities Act of 1933, as amended (the
“Securities Act”); and (f) the receipt of proceeds from (i) IGAC’s trust account
following redemptions, (ii) equity and debt financing, together with cash
available to be drawn at closing from equity and debt financing, and (iii)
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 “Minimum Committed Funds Condition”).
Termination
The BCA and SID each include termination provisions.
The SID may be terminated under certain customary and limited circumstances
prior to 8:00am on the Second Court Date (as defined in the SID), including: (a)
by either party if the other party has materially breached the SID and the party
in breach has failed to remedy the breach within ten business days (or such
shorter period ending at 5:00pm on the business day before the Second Court
Date) after receipt by it of a notice in writing from the terminating party
setting out details of the relevant circumstances giving rise to the breach and
requesting the party in breach of the SID to remedy the breach; (b) by either
party if the Federal Court of Australia or another government agency (including
any other court) has taken any action permanently restraining or otherwise
prohibiting or preventing the Proposed Business Combination, or has refused to
do anything necessary to permit the Proposed Business Combination, and the
action or refusal has become final and cannot be appealed or reviewed or the
party, acting reasonably, believes that there is no realistic prospect of a
successful appeal or review succeeding by June 30, 2023 (the “End Date”); (c) by
either or a given party under certain circumstances, when a condition to closing
is not satisfied (including by the Company if the Minimum Committed Funds
Condition is incapable of being satisfied by the End Date); (d) if the BCA is
terminated in accordance with its terms; (e) by either party if the Effective
Date (as defined in the SID) for the Scheme has not occurred, or will not occur,
on or before the End Date (as defined in the SID) on or before the End Date; (f)
by the Company if a director of the Company changes, withdraws, or modifies
their recommendation in respect of the Scheme that shareholders of the Company
vote in favour of the Scheme, provided that such director of the Company has
determined in good faith (after having received advice from its external legal
advisors and, if appropriate, financial advisors), that failing to change,
withdraw or modify such recommendation would constitute a breach of such
director’s fiduciary or statutory duties to the shareholders of the Company; or
(g) if the Board of Directors of the Company determines that a Competing
Proposal is a Superior Proposal (as defined in the SID).
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. . .
Item 7.01 Regulation FD Disclosure.
On September 22, 2022, IGAC and the Company issued a joint press release
announcing the Proposed Business Combination. A copy of the press release is
furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by
reference is an investor presentation that may be used by IGAC and the Company
to discuss the Proposed Business Combination.
The foregoing (including the information presented in Exhibits 99.1 and 99.2) is
being furnished pursuant to Item 7.01 and will not be deemed to be filed for
purposes of Section 18 of the Securities and Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise be subject to the liabilities of that
section, nor will it be deemed to be incorporated by reference in any filing
under the Securities Act or the Exchange Act. The submission of the information
set forth in this Item 7.01 shall not be deemed an admission as to the
materiality of any information in this Item 7.01, including the information
presented in Exhibit 99.1 and Exhibit 99.2, that is provided solely in
connection with Regulation FD.
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Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are
based on beliefs and assumptions, and on information currently available. In
some cases, you can identify forward-looking statements by the following words:
“positioned, ” “build,” “likely,” “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue,” “ongoing,” or the negative of these terms or
other comparable terminology, although not all forward-looking statements
contain these words. These statements involve risks, uncertainties, and other
factors that may cause actual results, levels of activity, performance, or
achievements to be materially different from the information expressed or
implied by these forward-looking statements. We caution you that these
statements are based on a combination of facts and factors currently known by us
and our projections of the future, which are subject to a number of risks.
Forward-looking statements in this Current Report on Form 8-K include, but are
not limited to, statements regarding the Proposed Business Combination,
including the timing and structure of the Proposed Business Combination; the
listing of Parent’s shares; the amount and use of the proceeds of the Proposed
Business Combination; the Company’s future growth and innovations and offerings;
the market size for digital betting and the Company’s ability to capture a share
of that market; the ability of the Company to expand its market reach, including
its ability to obtain new licenses and meet regulatory suitability requirements;
the initial market capitalization of Parent; the amount of funds available in
IGAC’s trust account as a result of stockholder redemptions or otherwise; and
the anticipated benefits of the Proposed Business Combination. We cannot assure
you that the forward-looking statements in this Current Report on Form 8-K will
prove to be accurate. These forward-looking statements are subject to a number
of risks and uncertainties, including, among others, various factors beyond
management’s control, including general economic conditions and other risks,
uncertainties, and factors set forth in the sections entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in IGAC’s Annual Report
on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on
March 25, 2022, and in the proxy statement/prospectus to be filed by Parent in
connection with the Proposed Business Combination, and other filings with the
SEC, as well as factors associated with companies, such as the Company, that are
engaged in digital betting, including anticipated trends, growth rates and
challenges in those businesses and in the markets in which they operate; the
ability to complete the Proposed Business Combination due to the failure to
obtain required regulatory and stockholder approvals; the failure to satisfy
other closing conditions in the definitive transaction agreement in respect of
the transaction or otherwise; the occurrence of any event that could give rise
to the termination of the definitive transaction agreement; risks related to the
uncertainty of the forecasted financial information; the outcome of any legal
proceedings that may be instituted against IGAC, the Company, or Parent related
to the definitive transaction agreement or the Proposed Business Combination;
risks related to the performance of the Company’s business and the timing of
expected business or financial milestones; unanticipated technological or
project development challenges, including with respect to the cost and or timing
thereof; the performance of the Company’s products; the effects of competition
on the Company’s business; the failure to realize the anticipated benefits of
the Proposed Business Combination; the risk that the Company will need to raise
additional capital to execute its business plan, which may not be available on
acceptable terms or at all; the amount of redemption requests made by IGAC’s
public stockholders; the risk that the Company may never achieve or sustain
profitability; volatility in the price of IGAC’s securities; the risk that the
transaction disrupts current plans and operations as a result of the
announcement and consummation of the Proposed Business Combination; and the risk
that Parent’s securities will not be approved for listing on the Nasdaq or, if
approved, maintain the listing. Furthermore, if the forward-looking statements
prove to be inaccurate, the inaccuracy may be material. In addition, you are
cautioned that past performance may not be indicative of future results. In
light of the significant uncertainties in these forward-looking statements, you
should not rely on these statements in making an investment decision or regard
these statements as a representation or warranty by any person that the Company,
IGAC or Parent will achieve our objectives and plans in any specified time
frame, or at all. The forward-looking statements in this Current Report on Form
8-K represent our views as of the date of this Current Report on Form 8-K. We
anticipate that subsequent events and developments will cause our views to
change. However, while we may elect to update these forward-looking statements
at some point in the future, we have no current intention of doing so except to
the extent required by applicable law. You should, therefore, not rely on these
forward-looking statements as representing our views as of any date subsequent
to the date of this Current Report on Form 8-K.
Important Information About the Proposed Transaction and Where to Find It
A full description of the terms of the transaction will be provided in the Form
F-4 to be filed with the SEC by Parent, which registration statement will
include a prospectus with respect to Parent’s securities to be issued in
connection with the transaction and a proxy statement with respect to the
stockholder meeting of IGAC to vote on the transaction. Parent and IGAC urge
investors, stockholders and other interested persons to read, when available,
the preliminary proxy statement/prospectus, as well as other documents filed
with the SEC, because these documents will contain important information about
Parent, IGAC, the Company, and the transaction. After the registration statement
is declared effective, the definitive proxy statement/prospectus to be included
in the registration statement will be mailed to stockholders of IGAC as of a
record date to be established for voting on the proposed business combination.
Once available, stockholders will also be able to obtain a copy of the
registration statement on Form F-4-including the proxy statement/prospectus and
other documents filed with the SEC- without charge by directing a request to:
Parent and IGAC at 251 Park Avenue South, 8th Floor New York, NY 10010 or via
email at info@igacquisition.com . The preliminary and definitive proxy
statement/prospectus to be included in the registration statement, once
available, can also be obtained, without charge, at the SEC’s website
(www.sec.gov).
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INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED THEREIN.
Participants in Solicitation
Parent, IGAC, the Company and their respective directors and executive officers,
may be deemed participants in the solicitation of proxies of IGAC’s stockholders
in respect of the transaction. Information about the directors and executive
officers of IGAC is set forth in IGAC’s filings with the SEC. Information about
the directors and executive officers of Parent and the Company and more detailed
information regarding the identity of all potential participants, and their
direct and indirect interests by security holdings or otherwise, will be set
forth in the definitive proxy statement/prospectus for the transaction when
available. Additional information regarding the identity of all potential
participants in the solicitation of proxies to IGAC’s stockholders in connection
with the Proposed Business Combination and other matters to be voted upon at the
special meeting, and their direct and indirect interests, by security holdings
or otherwise, will be included in the definitive proxy statement/prospectus,
when it becomes available.
No Offer or Solicitation . . .
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1* Business Combination Agreement, by and among IG Acquisition Corp.,
PlayUp Limited, Maple Grove Holdings Public Limited Company and Project
Maple Merger Sub, LLC, dated as of September 22, 2022
2.2* Scheme Implementation Deed, by and among IG Acquisition Corp., PlayUp
Limited and Maple Grove Holdings Public Limited Company, dated as of
September 22, 2022
10.1 Form of Lock-Up Agreement
10.2 Sponsor Agreement, by and among IG Acquisition Corp, PlayUp Limited,
Maple Grove Holdings Public Limited Company, IG Sponsor LLC, and
certain directors and officers of IGAC, dated as of September 22,
2022
10.3 Form of Amended and Restated Registration Rights Agreement
10.4 Standby Equity Purchase Agreement, by and between Parent and YA II
PN, Ltd., dated as of September 22, 2022
99.1 Joint Press Release of IG Acquisition Corp. and PlayUp Limited, dated
September 22, 2022.
99.2 Investor Presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(a)(5). The Company agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the Securities
and Exchange Commission upon its request.
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