TORONTO, July 30,
2024 /CNW/ - FG Acquisition Corp. (TSX: FGAA.U) (TSX:
FGAA.WT.U) ("FGAC" or the "Corporation"), a special
purpose acquisition company, announced today that it has amended
and restated its material change report dated May 9, 2024 (the "Original MCR") regarding
the Corporation's proposed acquisition (the "MDI
Acquisition") of Strong/MDI Screen Systems, Inc. ("MDI")
by FGAC pursuant to an acquisition agreement (the "Acquisition
Agreement") dated May 3, 2024
between FGAC, Strong Global Entertainment Inc. ("Strong
Global"), FGAC Investors LLC (the "FG Sponsor") and CG
Investments VII Inc. (the "CG Sponsor" and, collectively
with the FG Sponsor, the "Sponsors"), which will constitute
FGAC's qualifying acquisition.
The amended and restated material change report (the "Amended
and Restated MCR") is being filed to, among other things,
include additional disclosures required under Section 5.2(1) of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101").
The Corporation also announced that, notwithstanding its
previous disclosure that the MDI Acquisition will require minority
approval of the Corporation's shareholders as the transaction
constitutes a "related party transaction" within the meaning of MI
61-101, FGAC has determined after consultation with its legal
counsel that minority approval of the MDI Acquisition is not
required for either the Class A Restricted Voting Securities (as
the Corporation's Class A Restricted Voting Shares are not
"affected securities" as such term is defined in MI 61-101) or the
Class B Shares (as the only two holders of the Class B Shares are
"interested parties" within the meaning of MI 61-101 and would
therefore have to be excluded from any such vote). Accordingly, no
shareholder approval will be sought to approve the MDI
Acquisition.
About FGAC
FG Acquisition Corp. is a 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 Corporation. Kyle Cerminara serves as Chairman, Larry Swets, Jr. serves as Director and Chief
Executive Officer, and Hassan R.
Baqar serves as Director and Chief Financial Officer of the
Corporation. In addition, Robert I.
Kauffman, a former co-founder and Principal of Fortress
Investment Group, serves as a Senior Advisor to the Corporation.
The Corporation received $115 million
of proceeds from its initial public offering which was completed on
April 5, 2022 and the closing of the
over-allotment option granted in connection with such initial
public offering which was completed on April
20, 2022. The gross proceeds of the offering were placed in
an escrow account with TSX Trust Company immediately thereafter and
will be released upon consummation of the Qualifying Acquisition in
accordance with the terms and conditions of the escrow
agreement.
SOURCE FG Acquisition Corp.