FG Acquisition Corp.'s qualifying acquisition

Company

FG Acquisition Corp.

Law Firm / Organization
Goodmans LLP

Company

Think Financial Group Holdings Limited

Law Firm / Organization
Norton Rose Fulbright Canada LLP

On May 12, 2023, FG Acquisition Corp. ("FGAC") and Think Financial Group Holdings Limited ("ThinkMarkets") announced a business combination transaction, marking FGAC's qualifying acquisition. The partnership aims to leverage ThinkMarkets, a multi-asset online brokerage with a global footprint spanning 165 countries and access to over 10,000 CFDs. Post-closing, the Corporation plans to rebrand as ThinkMarkets Group Holdings Limited, led by ThinkMarkets' Co-Founders Nauman Anees (CEO) and Faizan Anees (President). The Corporation intends to launch a $20 million private placement of convertible debentures, supplementing FGAC's roughly $117 million escrowed funds. Financially, ThinkMarkets has grown its revenue from $35 million in 2019 to over $62 million in 2022, with its clientele rising to 138,500 as of March 2023 from 17,200 in late 2015. The business combination values ThinkMarkets at $160 million pre-money, suggesting a pro forma enterprise value of nearly $190 million. Post-closing, ThinkMarkets' shareholders will possess the majority of the Corporation's Common Shares. The transaction is projected to conclude in July 2023, subject to customary conditions and approvals. The $20 million debentures from the private placement will be convertible at $12.00 per Common Share with an 8.0% interest rate per annum. Legal and advisory roles include Goodmans LLP and Canaccord Genuity Corp. for the Corporation, while ThinkMarkets is advised by Norton Rose Fulbright Canada LLP and Canaccord Genuity Corp. for the Private Placement.

Merger & Acquisition
Other
$ 258,560,360
Closed
07 December 2023