FG Acquisition approves SPAC merger with ThinkMarkets

abdelaziz Fathi

Shareholders of Canadian blank-check firm FG Acquisition Corp have approved the proposed merger with Melbourne-based broker, ThinkMarkets.

In a press release, FG Acquisition Corp (TSX: FGAA.U) (TSX: FGAA.WT.U) stated that all resolutions presented to shareholders at the special virtual meeting held on June 29, 2023, have been approved. The successful approval of these resolutions marks an important step forward in the completion of the acquisition process, it added.

The merger will value ThinkMarkets, which generated $62 million in revenue in 2022, at $160 million on a pre-money basis.

Once the transaction closes sometime in the second half of 2023, the combined company will operate as ThinkMarkets Group Holdings Limited and is expected to be listed on the Toronto Stock Exchange.

Upon completion of the merger, the existing management team of ThinkMarkets will continue in their respective roles within the new corporation. Nauman Anees, co-founder of ThinkMarkets will be named chief executive officer, and Faizan Anees, also a co-founder, will take over as president. The board of directors of the merged entity will be composed of Nauman Anees, Faizan Anees, Larry G. Swets, Jr., Julian Babarczy, Andrew B. McIntyre, Peter Huitsing, and Symon Brewis-Weston.

In addition, ThinkMarkets has unveiled plans for a private placement, aiming to raise up to $20 million through the issuance of convertible debentures. The purpose of this private placement is to provide funding for the new company’s growth strategy, working capital, and general corporate needs. These funds will complement any remaining funds available from FGAC’s escrowed funds, which currently amount to approximately $117 million.

“The Corporation announced that (a) the resolution to amend the Notice of Articles and Articles of Corporation, in one or more amendments, to: (i) provide that the Class B shares of the Corporation automatically convert into common shares, rather than proportionate voting shares, upon closing of the Qualifying Acquisition; (ii) create a class of preferred shares, issuable in series; and (iii) remove the Class A restricted voting shares, Class B shares and proportionate voting shares of the Corporation, and (b) the resolution to authorize the board of directors to adopt an omnibus incentive plan, were each approved by the affirmative vote of 88.9% and 87.2%, respectively, of the votes represented at the Meeting,” the statement reads.

ThinkMarkets (formerly ThinkForex)‎ is a multi-licensed online forex brokerage firm, authorized and regulated by the UK Financial Conduct Authority (FCA) and the Australian ‎Securities and Investments Commission (ASIC). The firm expanded its global footprint through its licensed South African firm. It also acquired the Japanese FX firm, Japan Affiliate, in a move that allows ThinkMarkets to offer its service in the Asian country.

ThinkMarkets made headlines earlier last year when it raised $30 million in fresh capital, provided by Mars Growth, a Liquidity Group and MUFG joint venture fund. Its UK business also launched a new prime brokerage unit under the brand Liquidity.net.

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