/NOT FOR DISTRIBUTION TO U.S.
NEWSWIRES OR OTHER DISSEMINATION IN THE UNITED STATES/
TORONTO, April 20,
2022 /CNW/ - FG Acquisition Corp. (the
"Company") (TSX: FGAA.V) is pleased to announce that further
to 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, which closed on
April 5, 2022, Canaccord Genuity
Corp. and Raymond James Ltd. (the "Underwriters") have fully
exercised their over-allotment option to purchase an additional
1,500,000 Class A Units at a price of US$10.00 each (the "Over-Allotment
Pursuant to the exercise of the Over-Allotment Option, the
Company has issued an additional 1,500,000 Class A Units for
additional aggregate proceeds of U.S.$15,000,000. An amount equal to the aggregate
proceeds from the exercise of the Over-Allotment Option was
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 businesses 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 40 days following the
closing of the initial public offering on April 5, 2022 (or, if such date is not a trading
day on the TSX, the next trading day on the TSX).
Simultaneously with the closing of the Over-Allotment Option,
the Sponsors purchased an additional 200,000 share purchase
warrants (the "Sponsors' Warrants") at a price of
U.S.$1.00 per Sponsors' Warrant. The
Sponsors' Warrants will become exercisable 65 days after the
completion of the Qualifying Acquisition. 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 issued upon the exercise of the Over-Allotment
Option 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 an
additional U.S.$937,500 into 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 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, serves as a Senior Advisor
to the Company.
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.
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 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 exercise of
the Over-Allotment Option 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
SOURCE FG Acquisition Corp.