/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR OTHER DISTRIBUTION IN UNITED STATES/
TORONTO, April 20, 2022 /CNW/ – FG Acquisition Corp. (the “Company“) (TSX: FGAA.V) is pleased to announce that following its initial public offering (the “Offer“) of 10,000,000 Class A Restricted Voting Units of the Corporation (the “Class A units“) at an offer price of US$10.00 per Class A Unit, for total proceeds of$100,000,000who closed the April 5, 2022Canaccord Genuity Corporation and Raymond James Ltd. (the “Subscribers“) fully exercised their over-allotment option to purchase an additional 1,500,000 Class A Units at a price of $10.00 each (the “Over-allotment option“).
Pursuant to the exercise of the Over-Allotment Option, the Company issued an additional 1,500,000 Class A Units for additional aggregate proceeds of$15,000,000. An amount equal to the aggregate proceeds of the exercise of the Over-Allotment Option has been deposited in an escrow account pending the completion of a Qualifying Acquisition (as defined herein) by the Company and will not be released until subject to certain prescribed conditions, as more fully described in the Company’s final prospectus dated March 28, 2022 (there “Prospectus“).
The Company is a new special purpose acquisition company incorporated under the laws of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of merger, amalgamation, arrangement, exchange of shares, acquisition of assets, stock purchase, reorganization or other similar business combination involving the Company (a “Qualifying acquisition“). The Company intends to make a Qualifying Acquisition of assets and/or businesses in the financial services sector. Notwithstanding the foregoing, the Company is not limited to any industry or geographic region for the purpose of making a Qualifying Acquisition.
The Company’s sponsors are FGAC Investors LLC and CG Investments VII Inc. (together, the “Sponsors“). The Company intends to leverage the extensive networks of its management and sponsors to source high-quality financial services industry companies located in North America and make a qualifying acquisition.
Each Class A Unit consists of one Class A Restricted Voting Share (a “Class A Restricted Voting Share“) and one-half stock warrant (each whole warrant, one “IPO mandate“). The Class A Units will begin trading today on the Toronto Stock Exchange (the “TSX“) under the symbol “FGAA.V” and will initially trade as a unit, but it is expected that the Class A Restricted Voting Shares and IPO Warrants will begin trading separately on date which falls 40 days after the closing of the public offering on April 5, 2022 (or, if that date is not a TSX trading day, the next TSX trading day).
Simultaneously with the closing of the over-allotment option, the sponsors purchased an additional 200,000 equity warrants (the “Sponsor mandates“) at the price of US$1.00 by sponsorship mandate. The Limited Partners’ Warrants will become exercisable 65 days after the completion of the Qualifying Acquisition. Each Limited Partners’ Warrant will entitle the holder thereof to purchase one Class A Restricted Voting Share at a price of$11.50 for a period of five years after the completion of a qualifying acquisition, subject to the terms described in the prospectus.
The IPO Warrants issued upon exercise of the Over-Allotment Option contain a right (the “Warrant Sale Rights“) to require Sponsors to acquire such IPO Warrants (other than those held by Sponsors) in connection with a qualifying acquisition or liquidation of the company, for the United States$1.25 per IPO voucher. The applicable IPO Warrants will be acquired by the Promoters, subject to applicable law, immediately prior to the closing of the Qualifying Acquisition or in connection with a liquidation of the Company, as the case may be. Sale rights on warrants will be automatically exercised in the context of a liquidation of the Company.
In order to facilitate the transfer of the IPO Warrants to the Limited Partners pursuant to the Warrant Sale Rights, the Limited Partners have filed an additional U.S. Warrant$937,500 in escrow with an escrow agent.
Norton Rose Fulbright Canada LLP is acting as legal counsel to the Company and FGAC Investors LLC. Goodmans LLP is acting as legal counsel to the Underwriters and CG Investments VII Inc.
This press release does not constitute an offer of securities for sale in United Statesand the securities may not be offered or sold in United States lack of registration or exemption from registration. The Securities have not been and will not be registered under the United States Securities Act of 1933. A copy of the prospectus is available on SEDAR at www.sedar.com.
About the company
FG Acquisition Corp. is a new special purpose acquisition company incorporated under the laws of British Columbia for the purpose of making a qualifying acquisition. Besides, Robert I. Kauffmanformer co-founder and director of Fortress Investment Group, is a senior advisor to the company.
About the sponsors
FGAC Investors LLC is a limited liability company incorporated under the laws of Delaware and is controlled by Larry G. Swets, Jr., Hassan R. Baqar and D Kyle Cerminara in their capacity as managers. CG Investments VII Inc. is a company incorporated under the laws of Ontario and is controlled by Canaccord Genuity Group Inc.
This press release contains “forward-looking information” and “forward-looking statements” (together “forward-looking statements“) within the meaning of applicable Canadian securities laws and applicable United States securities laws, which reflect the Company’s and Limited Partners’ current expectations regarding future events. Forward-looking statements are often identified by terms such as ” may”, “should”, “”, “expect”, “potential”, “believe”, “intend”, “estimate” or the negative form of such terms and similar expressions. The forward-looking statements contained in this press release include, but are not limited to, statements to the Offer (including terms, conditions, timing, intended use of proceeds and obligations of Promoters), Qualifying Acquisition ( including target business criteria, terms, timing and achievement thereof), the deposit of the gross proceeds of the Acquisition the exercise of the Over-Allotment Option in an escrow account and its conditional release, and the that matters relating to the TSX (including the listing and trading of certain securities of the Company). ts are based on assumptions, including expectations and assumptions about the financial services industry in North America and the Company’s ability to complete a Qualifying Acquisition. Although the Company considers these assumptions to be reasonable based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative, tax and regulatory developments; and the factors discussed under “Risk Factors” in the Prospectus. Readers are cautioned that the foregoing list is not exhaustive and that other risks are set forth in the Company’s public disclosure filing filed under the Company’s profile at www.sedar.com. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Such information, although considered reasonable by management when prepared, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and are therefore subject to change thereafter. The Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
SOURCE FG Acquisition Corp.
For further information: Hassan R. Baqar, Chief Financial Officer, FG Acquisition Corp., [email protected]or (847) 791-6817.