Current Report Filing (8-k)
May 20 2021 - 3:00PM
Edgar (US Regulatory)
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): May 20, 2021 (May 17, 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, 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:
☐
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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
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
April 12, 2021, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies” (the “Staff Statement”). The Staff Statement, among other things, highlighted potential
accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special
purpose acquisition companies (“SPACs”) such as IG Acquisition Corp. (the “Company”). The Staff
Statement reflected the Staff’s view that in many cases, warrants issued by SPACs should be classified as liabilities for accounting
purposes, rather than as components of equity, unless certain conditions are met.
On
May 17, 2021, the Company’s audit committee (the “Audit Committee”), based on the recommendation of, and after consultation
with, the Company’s management and a discussion with Marcum, LLP, the Company’s independent registered public accounting
firm, concluded that the Company’s audited financial statements for the period ended December 31, 2020 (the “Non-Reliance
Period”), should no longer be relied upon due to changes required to reclassify the Company’s outstanding warrants as
liabilities.
As
a result, the Company will restate its historical financial results for the Non-Reliance Period to reflect the change in accounting treatment
(the “Restatement”). The Company intends to file an amendment to the Annual Report on Form 10-K/A for the period ended
December 31, 2020 to reflect the Restatement as soon as practicable.
The
Company’s prior accounting treatment of the warrants as components of equity instead of as derivative liabilities did not have any effect
on the Company’s previously reported operating expenses, cash flows or cash.
The
Audit Committee and management have discussed the matters disclosed pursuant to this Item 4.02 with the Company’s independent registered
public accounting firm.
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:
May 20, 2021
2
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