FNG Exclusive… FNG has learned via regulatory filings that FG Acquisition Corp, the special purpose acquisition company (SPAC) which agreed to a merger with Retail FX and CFDs broker ThinkMarkets, has withdrawn its preliminary prospectus related to the merger.

According to Canadian securities rules, FG Acquisition had 180 days from the time it filed the original preliminary prospectus before either re-filing a new preliminary prospectus with updated information, or filing a final prospectus indicating completion of the transaction. The FG-ThinkMarkets deal was unveiled in mid May when the preliminary prospectus was filed (specifically, on May 12, 2023), which set the 180 day re-filing deadline at November 8, i.e. yesterday.

The merger with FG was intended to bring ThinkMarkets public on the Toronto Stock Exchange at a valuation of about $160 million. However following an FNG Exclusive report that ThinkMarkets had seen losses in the tens of millions of dollars over the past two years (2021-2022), and that ThinkMarkets’ own auditors had issued a “going-concern” warning against the company, FG’s shareholders opted to get their cash back instead of going ahead with the deal.

FG Acquisition is now effectively a cashless shell company, and is in the process of trying to raise cash from outside investors such that it can somehow go ahead with the merger with ThinkMarkets. FG is facing an already-once-extended deadline of November 30 to come up with at least $10 million in fresh capital, or else the merger with ThinkMarkets will be called off, unless the deadline is re-extended.

FG did indicate in the filing that it intends to re-file a new prospectus as soon as it is able, which will contain details of the transaction with ThinkMarkets, and it will continue pursuing the transaction with ThinkMarkets parent company Think Financial Group Holdings Limited.