A Canadian team that included members of our Vancouver, Toronto, Montreal and Calgary offices, acted for FG Acquisition Corp. (the Company), a special purpose acquisition company (“SPAC”), in connection with its US$100m initial public offering (“IPO”) of Class A restricted voting units and listing on the Toronto Stock Exchange under the symbol FGAA.V. This transaction, which closed on April 5, 2022, is significant to Norton Rose Fulbright as, in addition to its novel components, only a limited number of SPACs have completed IPOs in Canada, with even fewer Canadian law firms advising on them. This is the first SPAC IPO for which Norton Rose Fulbright Canada has acted as counsel.

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 of the Company, 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 of the Company. 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 US$11.50 for a period of five years after the completion of a qualifying acquisition, subject to the terms described in the Preliminary Prospectus of the Company.

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