Exhibit 10.5

  

   
  THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM,
      SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

   

  PROMISSORY NOTE

   

  	Principal Amount: up to $300,000	Dated as of February 25, 2021


  (as set forth on the Schedule of Borrowings attached hereto)

   

  SPGL Acquisition Corporation, a Cayman Islands exempted company and blank check company (the
      “Maker”), promises to pay to the order of SPGL Acquisition Holdings, a Cayman Islands limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to three hundred
      thousand U.S. dollars ($300,000) (as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire
      transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

   

  1.            Principal. The principal balance of this Note shall be payable by the
      Maker on the earlier of: (i) August 25, 2021, or (ii) the date on which Maker consummates an initial public offering of its securities (the “IPO”). The principal balance may be prepaid at any time. Under no circumstances shall any individual,
      including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

   

  2.            Interest. No interest shall accrue on the unpaid principal balance of
      this Note.

   

  3.            Drawdown Requests. Maker and Payee agree that Maker may request up to
      Three Hundred Thousand Dollars ($300,000) for costs reasonably related to Maker’s initial public offering of its securities. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) August 25, 2021, or (ii) the date
      on which Maker consummates an initial public offering of its securities, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than
      One Thousand Dollars ($1,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than one (1) business day after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively
      under this Note is Three Hundred Thousand Dollars ($300,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.

   

  4.            Application of Payments. All payments shall be applied first to payment
      in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of
      this Note.

  

  

   

  
     

    
        


  

   

  Exhibit 10.5

   

  

   

  5.            Events of Default. The following shall constitute an event of default
      (“Event of Default”):

   

  (a)            Failure to Make Required Payments. Failure by Maker to pay
      the principal amount due pursuant to this Note within five (5) business days of the date specified above.

   

  (b)           Voluntary Bankruptcy, Etc. The commencement by Maker of a
      voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or
      other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate
      action by Maker in furtherance of any of the foregoing.

   

  (c)            Involuntary Bankruptcy, Etc. The entry of a decree or order
      for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
      (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

   

  6.            Remedies.

   

  (a)            Upon the occurrence of an Event of Default specified in Section 5(a)
      hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without
      presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

   

  (b)            Upon the occurrence of an Event of Default specified in Sections
      5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

   

  7.            Waivers. Maker and all endorsers and guarantors of, and sureties for,
      this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits
      that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any
      stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold
      upon any such writ in whole or in part in any order desired by Payee.

   

  

   

  
     

    
        


  

   

  Exhibit 10.5

    

  8.             Unconditional Liability. Maker hereby waives all notices in
      connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any
      manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the
      payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

   

  9.             Notices. All notices, statements or other documents which are
      required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,
      (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party
      or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following
      receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

   

  10.           Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

   

  11.           Severability. Any provision contained in this Note which is prohibited
      or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

   

  12.           Trust Waiver. Notwithstanding anything herein to the contrary, the
      Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including the deferred
      underwriters discounts and commissions) and certain of the proceeds of the sale of the warrants issued in a private placement to occur in connection with the consummation of the IPO are to be deposited, as described in greater detail in the
      registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any
      reason whatsoever.

  

   

  
     

    
        


  

   

  Exhibit 10.5

   

  13.           Amendment; Waiver. Any amendment hereto or waiver of any provision
      hereof may be made with, and only with, the written consent of the Maker and the Payee.

   

  14.           Assignment. No assignment or transfer of this Note or any rights or
      obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

   

  [Signature page follows]

   

  

  
     

    
        


  

   

  Exhibit 10.5

   

  IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed
      by the undersigned as of the day and year first above written.

   

  

  	 	SPGL Acquisition Corporation
	 	A Cayman Islands exempted company
	 	 	 	 
	 	By:	/s/ Jihye Whang Rosenband
	 	 	Name:	Jihye Whang Rosenband
	 	 	Title:	Chief Executive Officer

        


  

  

   

  

  [Signature Page to Promissory Note]

  

   

  
     

    
        


  

   

  Exhibit 10.5

   

  SCHEDULE OF BORROWINGS

   

  The following increases or decreases in this Promissory Note have been made:

   

  	Date of 

            Increase or 

            Decrease	Amount of decrease in 

            Principal Amount of this

            Promissory Note	Amount of increase in 

            Principal Amount of this 

            Promissory Note	Principal Amount of this 

            Promissory Note following such 

            decrease or increase