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After the planned merger, forex brokers IronFX and FXDD will potentially list on the NASDAQ via a reverse takeover (RTO) deal with Nukkleus Inc., according to a Nukkleus filing with the US Securities and Exchange Commission (SEC).
Nukkleus is listed on the OTC Markets Group under the ticker (OTCMKTS:NUKK). It is managed by the CEO of Tradition, which owns the FXDD brand.
On 27 May, Nukkleus, IBIH (IronFX’ parent) and IBIH’s shareholders closed a deal under which Nukkleus acquired 9.9% of IBIH and 100% of GVS Ltd. (the owner of IronFX’ Australian unit) in exchange of $1.0 million and nearly 24.2 million of its own common shares.
Nukkleus has also agreed to acquire the remaining shares in IBIH in consideration of 219.84 million common stocks, in addition to other prerequisites. Moreover, the company may also acquire 100% in both FXDD Malta Ltd. and FXDD Trading Ltd., units of Tradition, for a purchase price of $1.0. All this is has to be finalized by 28 November, 2016, or else IBIH has to return the receiving of $1.0 million to Nukkleus, and all prior stock movement shell be reversed back to their initial.
The deal is subject to the approval of the involved parties and the relevant regulators.
IronFX provides trading in forex, spot metals, futures, and shares. The group consists of CySEC-regulated holding company IronFX Global, ASIC-regulated GVS AU (until recently known as IronFX Global Australia), 8Safe UK (formerly known as IronFX UK) which is authorized by the UK‘s Financial Conduct Authority (FCA), IronFX Global Ukraine, which is a member of Ukrainian forex self-regulatory organization UCRFIN, and IronFX Global South Africa, regulated by South Africa’s Financial Service Board (FSB).
FXDD is a unit of interdealer broker Tradition, which is part of Switzerland-based Compagnie Financiere Tradition, a company listed on the Swiss stock exchange
The broker withdrew in February 2015 its US licenses for introducing broker (IB), forex firm, swap firm and a member of the US National Futures Association (NFA), according to the NFA register. In H2 2014, the largest US forex broker, Forex Capital Markets, or FXCM, acquired FXDD’s US clients. However, FXDD maintained its presence in the US, instead of exiting the country altogether.
The broker has a European division, FXDD Malta, which is licensed by the Financial Services Authority (FSA) of Malta.
RTO, also known as reverse initial public offering (IPO) or reverse takeover, occurs when a private company becomes exchange-listed by merging with or acquiring a publicly traded company, skipping the IPO-related processes. Unlike IPO, however, the completion of an RTO does not contribute with newly-collected funds.