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.
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).
The BCA may be terminated under certain
customary and limited circumstances prior to the Second Court Date, including (a) upon termination of the SID in accordance with Section
11.1 or 11.2 thereof, with the party entitled to terminate the SID therein being entitled to terminate the BCA; (b) by mutual written
consent of IGAC and the Company, (b) by either IGAC or the Company if the Effective Date has not occurred prior to the End Date, (c)
by either IGAC or the Company if IGAC fails to obtain approval of certain proposals to be set forth in the Proxy Statement/Prospectus,
(e) by either IGAC or the Company if the SID has been terminated in accordance with its terms, (f) by IGAC if the Company, Parent or
Merger Sub has breached or failed to perform any of its covenants or agreements set forth in the BCA such that the condition requiring
material compliance with covenants would not be satisfied (provided if such breach is curable by the Company, Parent or Merger Sub, IGAC
may not terminate the BCA pursuant to this provision for so long as the Company, Parent or Merger Sub continues to exercise its reasonable
efforts to cure such breach, unless such breach is not cured by the earlier of thirty (30) days after notice of such breach is provided
by IGAC to the Company and the End Date) or (g) by the Company if IGAC has breached or failed to perform any of its covenants or agreements
set forth in the BCA such that the condition requiring material compliance with covenants would not be satisfied (provided if such breach
is curable by IGAC, the Company may not terminate the BCA pursuant to this provision for so long as IGAC continues to exercise its reasonable
efforts to cure such breach, unless such breach is not cured by the earlier of thirty (30) days after notice of such breach is provided
by the Company to IGAC and the End Date).
Related Agreements
Lock-Up Agreements
Prior to the Second Court Date, certain
shareholders will enter into lock-up agreements (each, a “Lock-Up Agreement”) with Parent pursuant to which,
among other things, such shareholders will agree not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly,
any Parent Shares beneficially owned by such shareholders immediately following the closing for
a period of time beginning on the closing date of the Proposed Business Combination and ending on the one-year anniversary of the closing
date. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Lock-Up Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated
herein by reference.
Sponsor Agreement
IGAC, the Company, Parent, Sponsor,
and certain directors and officers of IGAC entered into a Sponsor Agreement (the “Sponsor Agreement”) pursuant
to which the Sponsor and certain directors and officers of IGAC agreed with Parent to take, or not take, certain actions, including:
(a) to vote any shares of common stock of IGAC owned by it (all such shares of common stock, the “Covered Shares”)
in favor of the Proposed Business Combination and each other related proposal related at the IGAC stockholder meeting and any other special
meeting of IGAC’s stockholders called for the purpose of soliciting the approval of IGAC’s stockholders in connection with
the consummation of the Proposed Business Combination; (b) to vote the Covered Shares owned by it against any SPAC Competing Transaction,
change in the capitalization of IGAC or any amendment of IGAC’s amended and restated certificate of incorporation except as contemplated
by the BCA, and (c) not redeem any Covered Shares owned by it for redemption in connection with such shareholder approval.
Pursuant to the Sponsor Agreement, Sponsor
and certain directors and officers of IGAC also agreed with Parent to certain standstill restrictions until the adjournment of third
annual meeting of shareholders of Parent held following the closing of the Proposed Business Combination. These standstill restrictions
include, but are not limited to, (a) engaging in any solicitation of proxies with respect to securities of Parent, (b) forming, joining
or any way knowingly participating in any “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934) with respect to the Parent Shares, (c) depositing any Parent Shares in a voting trust or subjecting any Parent Shares to any
voting agreement, (d) seeking to submit or knowingly encouraging any person or entity to seek or submit any nominations in furtherance
of the appointment, election or removal of directors on the Parent board, (e) making any shareholder proposal or publicly encouraging,
initiating or supporting any third party proposal in respect of business combination involving Parent, (f) seeking, alone or in concert
with others, representation on the Parent board, (g) advising, knowingly encouraging, knowingly supporting or knowingly influencing any
person or entity with respect to the voting or disposition of any securities Parent at a meeting of shareholders and (viii) making any
request or submitting any proposal to amend the terms of the Sponsor Agreement.
The foregoing description of the Sponsor
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Agreement, a
copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.
Registration Rights Agreement
The BCA contemplates that, prior to
the Second Court Date, Parent, certain shareholders of Parent (after giving effect to the Transactions) will enter into an amended and
restated registration rights agreement (the “A&R Registration Rights Agreement”) pursuant to which, among
other things, Parent will agree to undertake certain shelf registration obligations in accordance with the Securities Act, and certain
subsequent related transactions and obligations, including, among other things, undertaking certain registration obligations, and the
preparation and filing of required documents. The foregoing description of the Registration Rights Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is included as Exhibit
10.3 to this Current Report on Form 8-K, and incorporated herein by reference.
Standby Equity Purchase Agreement
Concurrently with the parties entering into the BCA and SID, Parent
entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (“Yorkville”)
pursuant to which, subject to the consummation of the Proposed Business Combination, Parent has the option, but not the obligation, to
issue, and Yorkville shall subscribe for, an aggregate amount of up to $70 million of Parent Shares at the time of Parent’s choosing
during the term of the agreement, subject to certain limitations, including caps on issuance and subscriptions based on trading volumes.
Each advance under the SEPA (an “Advance”) may be for an aggregate amount of Parent Shares purchased at 97%
of the Market Price during a one- or three-day pricing period elected by Parent. The “Market Price” is defined
in the SEPA as the VWAP (as defined below) during the trading day, in the case of a one day pricing period, or the lowest daily VWAP of
the three consecutive trading days, in the case of a three day pricing period, commencing on the trading day on which Parent submits an
Advance notice to Yorkville. “VWAP” means, for any trading day, the daily volume weighted average price of Parent
Shares for such date on Nasdaq as reported by Bloomberg L.P. during regular trading hours. The SEPA will continue for a term of three
years commencing from the sixth trading day following the closing of the Proposed Business Combination. The foregoing description of the
SEPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SEPA, a copy of which is included
as Exhibit 10.4 to this Current Report on Form 8-K, and incorporated herein by reference.