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Re:

ThinkMarkets Goes Public Via SPAC Deal in Canada

ThinkMarkets announced a proposed Canadian SPAC listing in May 2023, but the deal never closed. The agreement with FG Acquisition Corp. was mutually terminated in December 2023.
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ThinkMarkets did not go public through the Canadian SPAC transaction announced in 2023. The online brokerage proposed a business combination with Toronto Stock Exchange-listed FG Acquisition Corp. on May 12, 2023, but the agreement was mutually terminated on December 7, 2023.

That means there was no completed ThinkMarkets listing, no confirmed TSX trading symbol for the company, and no evidence that ThinkMarkets shareholders received publicly traded shares through this deal.

What the ThinkMarkets SPAC deal actually was

FG Acquisition Corp. (FGAC) was a British Columbia-incorporated special-purpose acquisition corporation whose securities traded on the Toronto Stock Exchange. On May 12, 2023, FGAC and Think Financial Group Holdings Limited—the legal entity identified in the announcement as ThinkMarkets—announced a proposed business combination.

The deal was described as FGAC’s “qualifying acquisition.” If it had closed, FGAC would have acquired all of ThinkMarkets’ equity, directly or indirectly. ThinkMarkets would then have become a wholly owned subsidiary of the post-transaction company.

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The proposed post-closing name was ThinkMarkets Group Holdings Limited. The parties expected ThinkMarkets’ existing shareholders to own a majority of the common shares in the combined business. Nauman Anees was expected to become chief executive officer, with Faizan Anees as president.

Those were proposed terms—not the result of a completed merger.

Key terms announced in May 2023

Item Proposed term
Announcement date May 12, 2023
Acquirer FG Acquisition Corp., a TSX-listed SPAC
Target Think Financial Group Holdings Limited, identified as ThinkMarkets
ThinkMarkets pre-money valuation US$160 million
Pro forma implied enterprise value Approximately US$190 million
Potential net cash proceeds Up to approximately US$125 million
Proposed new common-share symbol TGH
Proposed warrant symbol TGH.WT
Expected closing July 2023, subject to conditions

The transaction also contemplated a private placement of up to US$20 million of unsecured, subordinated convertible debentures. The proposed debentures carried an 8% annual interest rate, payable twice a year, and a conversion price of US$12 per common share.

Because the agreement did not close, the proposed valuation, financing, symbols and cash proceeds should not be described as completed financing or an actual public-market listing.

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Why “ThinkMarkets went public” is inaccurate

A SPAC announcement is not the same as a completed initial public offering or merger. A typical SPAC transaction still requires conditions such as shareholder approval, regulatory clearance, financing and satisfaction of other closing requirements. Until closing occurs, the target company has not become a publicly traded issuer through the proposed deal.

In this case, the parties announced on December 7, 2023, that they had mutually agreed to terminate the business-combination agreement. FGAC said it would continue evaluating other acquisition opportunities.

Statement Accurate status
“ThinkMarkets went public in Canada.” False for the FGAC transaction.
“ThinkMarkets is listed on the TSX.” Not established by this deal; the agreement was terminated.
“ThinkMarkets trades under TGH.” Incorrect as a completed-listing claim. TGH was only a proposed symbol.
“The merger closed in July 2023.” False. July was the expected closing period, subject to conditions.
“ThinkMarkets shareholders received public shares.” Unsupported and incorrect as a completed-transaction claim.

What investors should take from the termination

Anyone researching ThinkMarkets as a potential stock investment should first distinguish the broker’s operating business from the failed listing proposal. The 2023 announcement did not create a publicly traded ThinkMarkets security that investors could buy through a regular brokerage account.

It also means the figures in the announcement should be treated as historical transaction disclosures, not current company metrics or investment returns. The parties said ThinkMarkets had more than US$62 million in 2022 revenue, up from US$35 million in 2019, and had 138,500 approved clients as of March 2023. They also cited clients in 165 countries, more than 10,000 cash-equity and CFD products, and a 24% revenue compound annual growth rate since 2017.

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Those figures were presented in support of the proposed transaction. They are not a substitute for current audited financial statements, a live stock quote or a current public-company filing.

FG Acquisition Corp. later pursued a different deal

FGAC did not become ThinkMarkets Group Holdings Limited. Instead, in August 2024, it announced a proposed acquisition of Strong/MDI Screen Systems, Inc.

That separate transaction closed in September 2024, after which FGAC operated as Saltire Capital Ltd. A November 20, 2024 announcement identified Saltire’s TSX symbols as SLT.U and SLT.WT.U and described the company as a capital partner investing primarily in private companies.

Saltire’s later transaction is unrelated to ThinkMarkets. The existence of a successor company, new symbols or a later FGAC acquisition does not show that ThinkMarkets completed its proposed listing.

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ThinkMarkets’ current business description

ThinkMarkets’ current corporate website describes the company as an online trading-services provider established in 2010, with offices across Australia, Asia, Europe, the United Kingdom, the UAE and South Africa. It says the business serves clients in more than 165 countries.

The website presents ThinkMarkets as a broker operating trading services and platforms. It does not provide evidence that the company became publicly traded through the FGAC transaction. The clearest status record is still the December 7, 2023 termination announcement from FGAC.

Sources and dates

  1. FG Acquisition Corp. proposed qualifying acquisition announcement, May 12, 2023.
  2. FG Acquisition Corp. termination announcement, December 7, 2023.
  3. Saltire Capital announcement, November 20, 2024.
  4. ThinkMarkets: Who we are, current corporate website.
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FAQ

Did ThinkMarkets go public in Canada?

No. ThinkMarkets proposed a business combination with TSX-listed FG Acquisition Corp. in May 2023, but the parties mutually terminated the agreement on December 7, 2023.

What was ThinkMarkets’ proposed stock symbol?

The proposed symbols were TGH for the common shares and TGH.WT for warrants. They were reserved or contemplated symbols, not evidence of a completed listing.

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Did the ThinkMarkets SPAC deal close in July 2023?

No. July 2023 was the expected closing period in the original announcement. The transaction did not close and was later terminated.

Can I buy ThinkMarkets stock?

The FGAC transaction did not create a publicly traded ThinkMarkets stock. Investors should verify any current listing directly through an exchange or official company filing rather than relying on old SPAC coverage.

What happened to FG Acquisition Corp.?

FGAC later pursued a separate acquisition of Strong/MDI Screen Systems, Inc. That transaction closed in September 2024, and FGAC subsequently operated as Saltire Capital Ltd.

The Bottom Line

Bottom line: ThinkMarkets did not go public through the Canadian SPAC deal. The proposed transaction announced on May 12, 2023, included a US$160 million pre-money valuation, possible symbols TGH and TGH.WT, and an expected July closing. Instead, ThinkMarkets and FG Acquisition Corp. terminated the agreement by mutual consent on December 7, 2023. FGAC’s later evolution into Saltire Capital followed a separate transaction and does not make ThinkMarkets a listed company.

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