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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Promissory Note of the Company, dated November 11, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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