IronFX-FXDD merger Part II – the filing, the valuation, the deal structure

LeapRate Exclusive… Further to our exclusive coverage of the planned merger between leading retail forex MT4 brokers IronFX and FXDD, LeapRate has learned some more details regarding the plans, as well as the regulatory filing we alluded to in our earlier article.

And, the identity of the public company which will be part of the reverse takeover, allowing the merged entity to trade on NASDAQ.

First off, the filing.

A filing was made last Friday June 3 with the US Securities and Exchange Commission (SEC) on behalf of a public company called Nukkleus Inc (OTCMKTS:NUKK), signed by Nukkleus’ CEO Emil Assentato. Mr. Assentato is also CEO of Tradition North America, the US arm of Swiss based interdealer broker Compagnie Financiere Tradition SA (SWX:CFT).

The filing is available on the SEC’s website here

Nukkleus is a company ultimately controlled by Tradition, which also controls FXDD.

The filing basically outlines the first step in what is planned to be a multi-step process to merge IronFX and FXDD, and then have those two companies merge into the publicly-traded Nukkleus.

Step 1 involves a stock swap involving 9.9% of the companies’ shares, allowing for disclosure of the transaction (which should be formally done soon, although as indicated the filing is now publicly available) before finalizing required regulatory approvals. Nukkleus will be acquiring 9.9% of each of IronFX and FXDD, while the companies entered into a Global Services Agreement to manage relationships between them until closing.

The next stage of closing is not scheduled to occur until the end of November, given the various regulatory approvals which will be needed to finalize the deal. We believe that all parties hope to have the overall transaction close before year-end.

Second, valuation.

The numbers indicated in the filing don’t really have much to do with valuation. They’re more book value figures which also indicated the breakup fees should the deal not go ahead.

The expected valuation range for the combined companies will of course depend on a lot of things between now and when the deal closes (assuming that it does). However Nukkleus’ current market cap of $217 million should give a general ballpark indication.

We will continue to follow this story and bring you more details as they become available.

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