FG Acquisition Corp. Files Preliminary Prospectus For Its Initial Public Offering

NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR OTHER DISSEMINATION IN THE UNITED STATES

TORONTO, March 21, 2022 (GLOBE NEWSWIRE) -- On March 18, 2022, FG Acquisition Corp. (the "Company") filed a preliminary prospectus (the "Preliminary Prospectus") with the securities regulatory authorities in each of the provinces and territories of Canada, other than Quebec, in respect of a proposed initial public offering (the "Offering") of Class A restricted voting units (the "Class A Restricted Voting Units") at a price of U.S.$10.00 per unit for aggregate gross proceeds of U.S.$100,000,000. The aggregate gross proceeds from the distribution of the Class A Restricted Voting Units will be deposited into an escrow account and will only be released upon certain prescribed conditions. On March 21, 2022, the Company obtained a receipt for the Preliminary Prospectus with the securities regulatory authorities in each of the provinces and territories of Canada, other than Quebec.

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 within a specified period of time (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.

The Company's board of directors is comprised of:

• D. Kyle Cerminara
• Larry G. Swets, Jr.
• Hassan R. Baqar
• Andrew B. McIntyre
• Dr. Richard E. Govignon
  

The Company's officers are:

• D. Kyle Cerminara ? Chairman
• Larry G. Swets, Jr. ? Chief Executive Officer
• Hassan R. Baqar ? Chief Financial Officer and Corporate Secretary
  

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.

Messrs. Kauffman, Cerminara, Swets, Jr. and Baqar, recently worked together in connection with Aldel Financial Inc., which successfully completed its merger with Hagerty Inc., a leading specialty insurance provider focused on the global automotive enthusiast market, in December 2021.

Each Class A Restricted Voting 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"). On or immediately after the completion of a Qualifying Acquisition, each Class A Restricted Voting Share will automatically convert into a common share in the capital of the Company, subject to the terms described in the Preliminary Prospectus. Each IPO Warrant will become exercisable 65 days after the completion of a Qualifying Acquisition and 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 Preliminary Prospectus.

The Company has filed an application to list the Class A Restricted Voting Units, Class A Restricted Voting Shares, IPO Warrants and Sponsors' Warrants (as defined below) on the Toronto Stock Exchange (the "TSX"). Listing the Class A Restricted Voting Units, Class A Restricted Voting Shares, IPO Warrants and Sponsors' Warrants on the TSX is subject to the Company fulfilling all the listing requirements of the TSX. The Class A Restricted Voting Units are intended to begin trading on the TSX promptly after the closing of the Offering (the "Closing"). The Class A Restricted Voting Shares and IPO Warrants comprising the Class A Restricted Voting Units will initially trade as a unit, but it is anticipated that the Class A Restricted Voting Shares and IPO Warrants will begin trading separately approximately forty (40) days following Closing (or, if such date is not a trading day on the TSX, the next trading day on the TSX). However, no fractional warrants will be issued and only whole warrants will trade.

Prior to Closing, the Sponsors intend to purchase 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 (as defined below) is exercised, such that the Founders' Shares will represent 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 intend to purchase 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 (or 4,350,000 warrants if the Over-Allotment Option is exercised in full) (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 Preliminary 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 Preliminary Prospectus.

The IPO Warrants shall contain a right (the "Warrant Put Rights") to require the Sponsors to acquire such IPO Warrants (other than those held by our 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. 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, concurrently with Closing, the Sponsors will deposit 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.

Canaccord Genuity Corp. and Raymond James Ltd. are acting as joint underwriters for the Offering (together, the "Underwriters"). The Company intends to grant the Underwriters a non-transferable over-allotment option to purchase up to an additional 1,500,000 Class A Restricted Voting Units on the same terms and conditions, exercisable in whole or in part by the Underwriters up to 30 days following Closing, to cover over-allotments, if any, and for market stabilization purposes (the "Over-Allotment Option").

The Preliminary Prospectus contains important information relating to the Offering and is still subject to completion or amendment. The Preliminary Prospectus is available on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the Class A Restricted Voting Units until a receipt for the final prospectus has been issued.

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.

A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada, except Quebec. The Preliminary Prospectus is still subject to completion or amendment. Copies of the Preliminary Prospectus may be obtained from the Underwriter. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.

The Preliminary Prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. Copies of the Preliminary Prospectus will be available on SEDAR at www.sedar.com.

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.

Completion of the Offering is subject to the receipt of customary approvals, including regulatory and stock exchange approvals.

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.

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 reflects 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, completion thereof, 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 Company's ability to complete the Offering, 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 Preliminary 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.

Contact

Hassan R. Baqar, Chief Financial Officer, FG Acquisition Corp., [email protected], or (847) 791-6817.