FNG Exclusive… FNG has learned that Australia/London based Retail FX and CFDs broker ThinkMarkets has decided to pull out of its planned merger with special purpose acquisition company FG Acquisition Corp (TSE:FGAA.U), ending ThinkMarkets’ IPO attempt, at least for the time being.

The transaction, first unveiled in mid May, would have seen ThinkMarkets ‘go public’ on the Toronto Stock Exchange at a valuation of about USD $160 million, and would have brought more than $100 million in cash into ThinkMarkets’ coffers.

We expect the parties to make a formal announcement soon on the matter.

The decision to cancel the ThinkMarkets merger with FG Acquisition was apparently a mutual one. After virtually all of FG Acquisition’s public shareholders decided to get their cash back from the company earlier this summer instead of going ahead with the deal, and with FG unable to raise any new outside funds to back the deal, the decision for both parties to back away from the transaction became a somewhat obvious one.

FG and ThinkMarkets faced a November 30 deadline to either complete their merger or agree on a (second) extension of the deadline, or cancel the transaction altogether, so the timing of today’s news shouldn’t come of too much of a surprise for FNG readers who have been following our coverage over the past few months.

We understand that beyond the issue of FG Acquisition having refunded virtually all its cash to shareholders, there were apparently also problems clearing the deal prospectus with regulators at the Ontario Securities Commission. While the filings were technically FG’s filings, there were (among other things) issues with providing the regulator what it considered adequate disclosure by ThinkMarkets, such as updated financial and operating information. Eventually, FG Acquisition had to withdraw its prospectus, as we also exclusively reported here at FNG at the beginning of November.

Where the parties go from here is unclear. FG Acquisition has until July 2024 to present and complete a different acquisition target to its (remaining) shareholders, and would likely need to receive some additional funding to complete such a transaction. Otherwise it will simply fold, and return its remaining cash to shareholders. ThinkMarkets will remain a private company, controlled by brothers Faizan and Nauman Anees. Faizan and Nauman act as President and CEO of ThinkMarkets, respectively.