/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR
OTHER DISSEMINATION IN THE UNITED
STATES/
TORONTO, April 5, 2022 /CNW/ - FG Acquisition Corp. (the
"Company") (TSX: FGAA.V) is pleased to announce the closing
(the "Closing") of its initial public offering (the
"Offering") of 10,000,000 Class A restricted voting units of
the Company (the "Class A Units") at an offering price of
U.S.$10.00 per Class A Unit, for
aggregate proceeds of U.S.$100,000,000. The Company has granted Canaccord
Genuity Corp. and Raymond James Ltd. (the "Underwriters"), a
30-day option following Closing to purchase up to an additional
1,500,000 Class A Units, at a price of US$10.00 each (the "Over-Allotment
Option") for additional aggregate proceeds of up to
U.S.$15,000,000 to cover
over-allotments, if any, and for market stabilization purposes. An
amount equal to the aggregate proceeds from the Offering were (and
the proceeds from any exercise of the Over-Allotment Option will
be) deposited into an escrow account pending completion of a
Qualifying Acquisition (as defined herein) by the Company and will
only be released upon certain prescribed conditions, as further
described in the Company's final prospectus dated March 28, 2022 (the "Prospectus").
The Company is a newly organized 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 business or
assets, by way of a merger, amalgamation, arrangement, share
exchange, asset acquisition, share purchase, reorganization, or any
other similar business combination involving the Company (a
"Qualifying Acquisition"). The Company intends to complete a
Qualifying Acquisition of assets and/or businesses in the financial
services sector. Notwithstanding the forgoing, the Company is not
limited to a particular industry or geographic region for the
purpose of completing a Qualifying Acquisition.
The sponsors of the Company are FGAC Investors LLC and CG
Investments VII Inc. (together, the "Sponsors"). The Company
intends to leverage its management's and the Sponsors' extensive
networks to find high-quality financial services sector
business(es) located within North
America and effect a Qualifying Acquisition.
Each Class A Unit consists of one Class A restricted voting
share (a "Class A Restricted Voting Share") and one-half of
a share purchase warrant (each whole warrant, an "IPO
Warrant"). The Class A Units will commence trading today on the
Toronto Stock Exchange (the "TSX") under the symbol "FGAA.V"
and will initially trade as a unit, but it is anticipated that the
Class A Restricted Voting Shares and IPO Warrants will begin
trading separately on the date that is forty (40) days following
Closing (or, if such date is not a trading day on the TSX, the next
trading day on the TSX).
Prior to Closing, the Sponsors purchased an aggregate of
2,875,000 Class B shares in the capital of the Company (the
"Founders' Shares") for aggregate gross proceeds of
approximately U.S.$25,000. The
Sponsors have agreed to relinquish up to 375,000 Founders' Shares
to the Company without compensation depending on the extent to
which the Over-Allotment Option is exercised, such that the
Founders' Shares will represent approximately twenty percent (20%)
of the issued and outstanding shares of the Company (including all
Class A Restricted Voting Shares and Class B shares in the capital
of the Company, but assuming no exercise of any share purchase
warrants).
Simultaneously with Closing, the Sponsors purchased 1,500,000
share purchase warrants (the "OTM Warrants") at a price of
U.S.$0.10 per OTM Warrant and
4,150,000 share purchase warrants (the "Sponsors' Warrants")
at a price of U.S.$1.00 per Sponsors'
Warrant. The OTM Warrants and the Sponsors' Warrants will become
exercisable 65 days after the completion of the Qualifying
Acquisition. Each OTM Warrant will entitle the holder to purchase
one Class A Restricted Voting Share at a price of U.S.$15.00 for a period of ten years after the
completion of a Qualifying Acquisition, subject to the terms
described in the Prospectus. Each Sponsors' Warrant will entitle
the holder to purchase one Class A Restricted Voting Share at a
price of U.S.$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 contain a right (the "Warrant Put
Rights") to require the Sponsors to acquire such IPO Warrants
(other than those held by the Sponsors) in connection with a
Qualifying Acquisition or a winding-up of the Company, for
U.S.$1.25 per IPO Warrant. The
applicable IPO Warrants shall be acquired by the Sponsors, subject
to applicable law, immediately prior to the closing of the
Qualifying Acquisition or in connection with a winding-up of the
Company, as applicable. The Warrant Put Rights shall be
automatically exercised in connection with a winding-up of the
Company.
To facilitate the transfer of the IPO Warrants to the Sponsors
pursuant to the Warrant Put Rights, the Sponsors have deposited
U.S.$6,250,000 (the "Warrant Put
Rights Escrow Amount") into escrow with an escrow agent. If the
Over-Allotment Option is exercised, the Warrant Put Rights Escrow
Amount will be increased by up to U.S.$937,500, to a maximum of U.S.$7,187,500, to the extent the Over-Allotment
Option is exercised.
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 is not an offer of securities for sale in
the United States, and the
securities may not be offered or sold in the United States absent registration or an
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 newly organized special purpose
acquisition company incorporated under the laws of British Columbia for the purpose of completing
a Qualifying Acquisition. In addition, Robert I. Kauffman, a former co-founder and
Principal of Fortress Investment Group., will serve as a Senior
Advisor to the Company following the closing of the Offering.
About the Sponsors
FGAC Investors LLC is a limited liability company formed under
the laws of Delaware and is
controlled by Larry G. Swets, Jr.,
Hassan R. Baqar and D. Kyle Cerminara in their capacities as managers.
CG Investments VII Inc. is a corporation formed under the laws of
Ontario and is controlled by
Canaccord Genuity Group Inc.
Forward-Looking
Statements
This press release contains "forward-looking information" and
"forward-looking statements" (together "forward-looking
statements") within the meaning of applicable Canadian
securities legislation and applicable U.S. securities laws, which
reflect the Company's and the Sponsors' current expectations
regarding future events. Forward looking statements are often
identified by terms such as "may", "should", "anticipate",
"expect", "potential", "believe", "intend", "estimate" or the
negative of these terms and similar expressions.
Forward-looking statements in this press release include, but
are not limited to, statements with respect to the Offering
(including the terms, conditions, timing, anticipated used of
proceeds, the Over-Allotment Option granted to the Underwriters and
the obligations of the Sponsors), the Qualifying Acquisition
(including the target business criteria, conditions, timing and
completion thereof), the deposit of the gross proceeds from the
Offering into an escrow account and the conditional release
thereof, and TSX matters (including the listing and trading of
certain securities of the Company).
Forward-looking statements are based on assumptions,
including expectations and assumptions concerning the financial
services industry in North America
and the Company's ability to complete a Qualifying Acquisition.
While 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 other risks are set out in the Company's public
disclosure record filed under the Company's profile on
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
placed will occur. Such information, although considered reasonable
by management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
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 thus are subject to change
thereafter. The Company disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
expressly required by applicable law.
SOURCE FG Acquisition Corp.