VerifyMe Inc. (VRME) Announces Filing of Co-Sponsored SPAC Registration Statement

April 15, 2021 9:02 AM EDT

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VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe,” “we,” “our,” or the “Company”), a provider of comprehensive brand protection and customer engagement solutions that combine ultra-secure product authentication, track and trace, and customized engagement strategies with industry-leading online retail monitoring capabilities, today announced that that G3 VRM Acquisition Corp., a special purpose acquisition company being co-sponsored by the Company ("G3 VRM Acquisition"), filed a Registration Statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in connection with a proposed initial public offering of its units.

The proposed public offering is expected to have a base offering size of $100 million, or up to $115 million if the underwriters' over-allotment option is exercised in full. G3 VRM Acquisition intends to search for a target in the technology industry, specifically within the software, technology-enabled and business services sector, and related sectors.

G3 VRM Acquisition is directly owned by G3 VRM Holdings LLC, a Delaware limited liability company ("G3 VRM Holdings") and the Company is a member of G3 VRM Holdings. Under the current terms of the co-sponsorship arrangement and proposed public offering, the Company will fund half of the expenses of G3 VRM Acquisition until consummation of an initial business combination, the Company has committed to contribute an amount currently expected to be approximately $2,500,000 (or approximately $2,700,000 if the over-allotment option is exercised in full) to G3 VRM Holdings to purchase private placement warrants upon the pricing of the G3 VRM Acquisition intial public offering, and (after allocations for management and independent directors and subject to exercise of the underwriters over-allotment option and other factors) the Company expects to have an approximately 43% indirect pecuniary interest in the founder shares and private placement warrants following the offering.

Maxim Group LLC is acting as sole book-running manager for the offering.

When available, copies of the prospectus related to the proposed initial public offering by G3 VRM Acquisition may be obtained for free by visiting Edgar on the SEC's website at or from Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174, at (212) 895-3745.

The Registration Statement relating to the securities of G3 VRM Acquisition has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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