FG Acquisition shareholder vote on ThinkMarkets merger set for June 29
Canadian special purpose acquisition company (SPAC) FG Acquisition Corp has filed paperwork with The Canadian Depository for Securities, indicating that the shareholder vote to approve (or reject) its planned merger with Retail FX and CFDs broker ThinkMarkets will take place on Thursday, June 29.
The record date for voting is already this coming Friday, May 26 – i.e. only those FG Acquisition Corp (TSE:FGAA.U) shareholders who hold the stock as of May 26 are eligible to vote.
Both holders of FG Acquisition Class A restricted voting shares, and Class B restricted voting shares, are eligible to vote.
We reported early last week that FG Acquisition and Australia/London based ThinkMarkets had announced their intention to merge, effectively bringing ThinkMarkets public on the Toronto Stock Exchange. The deal values ThinkMarkets at USD $160 million pre-deal, and the parties plan to raise an additional (up to) USD $20 million via a private placement of convertible debentures as part of the transaction.
FNG then further reported last week, following disclosures made by the parties in a preliminary prospectus, that ThinkMarkets has piled up losses of more than USD $20 million over the past two years, as its Revenues have declined from 2020 to 2022. One of our readers added a comment (sorry that we missed it!) indicating that ThinkMarkets’ auditors included a “Material uncertainty relating to going concern” warning in their audit opinion. The auditors, LNP Audit & Assurance in Australia, stated that “a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern”, due to ThinkMarkets’ 2022 loss of AUD $18.9 million, operating cash outflow of AUD $9.3 million, while only having net assets as at the end of 2022 of AUD $4.1 million, down from AUD $23.9 million in 2021.
Should FG Acquisition’s shareholders vote against the deal, FG Acquisition will likely just return its cash reserves of approximately USD $117 million to its shareholders. Its original charter gives the SPAC to just July 5, 2023 to bring an approved acquisition to its shareholders, unless it seeks and receives an extension to that date.
We will continue to follow this story as it develops.
May 22, 2023 @ 10:44 am
feels like larry swets and his SPAC gang at FG were desperate to find any company to take public before they’d be forced to give back all that money in july.
who in there right mind would approve this?! they couldn’t find anything better than a moneylosing broker with a going concern warning?!