FG Merger II Corp. Files 8-K

TL;DR

FG Merger II Corp. filed an 8-K on Jan 30, 2025. No major news yet.

AI Summary

FG Merger II Corp. filed an 8-K on February 5, 2025, reporting events as of January 30, 2025. The filing primarily concerns other events and financial statements/exhibits, with no specific business combination or financial transaction details provided in this excerpt. The company is incorporated in Nevada and its principal executive offices are located in Itasca, Illinois.

Why It Matters

This 8-K filing indicates FG Merger II Corp. is providing updates or submitting required documentation to the SEC, which could relate to ongoing business activities or regulatory compliance.

Risk Assessment

Risk Level: low — The filing is a routine 8-K for 'Other Events' and 'Financial Statements and Exhibits' without immediate disclosure of significant financial or operational changes.

Key Numbers

• 001-42493 — SEC File Number (Identifies the company's filing with the SEC)
• 20250130 — Date of Earliest Event Reported (Indicates the effective date of the reported events)
• 20250205 — Filing Date (The date the 8-K was officially submitted)

Key Players & Entities

• FG Merger II Corp. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• Itasca, IL (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — common stock of the Company, par value $0.0001 per share (the “ Common Stock &rd
• $10.00 — tion. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $80,000,000 — rating gross proceeds to the Company of $80,000,000. The Company granted the underwriters a
• $15 — or purchased 1,000,000 warrants (“$15 Exercise Price Warrants ” and, to
• $0.10 — ement Securities ”) at a price of $0.10 per warrant, each exercisable to purcha
• $15.00 — o purchase one share of Common Stock at $15.00 per share, for an aggregate purchase pr
• $2,583,000 — are, for an aggregate purchase price of $2,583,000. The Private Units are otherwise ident
• $80,800,000 — ng. As of January 30, 2025, a total of $80,800,000 of the net proceeds from the IPO and th

Filing Documents

• tm255499d1_8k.htm (8-K) — 20KB
• tm255499d1_ex99-1.htm (EX-99.1) — 67KB
• tm255499d1ex99-1img007.jpg (GRAPHIC) — 15KB
• tm255499d1ex99-1img008.jpg (GRAPHIC) — 9KB
• 0001104659-25-009685.txt ( ) — 122KB

01. Other Events

Item 8.01. Other Events. On January 30, 2025, FG Merger Corp. (the “ Company ”) consummated its initial public offering (the “ IPO ”) of 8,000,000 units (the “ Units ”). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (the “ Common Stock ”), and one right to receive one-tenth (1/10) of a share of Common Stock upon the consummation of an initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,000,000. The Company granted the underwriters a 45-day option to purchase up to 1,200,000 additional Units to cover over-allotments, if any. Simultaneously with the closing of the IPO, the Company consummated private placements (the “ Private Placements ”) in which (i) the Sponsor and Ramnarain Joseph Jaigobind, the Chief Executive Officer of ThinkEquity LLC, purchased 223,300 units and 25,000 units (collectively, the “ Private Units ”) at a price of $10.00 per Private Unit, and (ii) the Sponsor purchased 1,000,000 warrants (“$15 Exercise Price Warrants ” and, together with the Private Units, the “ Private Placement Securities ”) at a price of $0.10 per warrant, each exercisable to purchase one share of Common Stock at $15.00 per share, for an aggregate purchase price of $2,583,000. The Private Units are otherwise identical to the Units sold in the IPO, except that the Private Units are subject to transfer restrictions. Each $15 Exercise Price Warrant entitles the registered holder to purchase one share of Common Stock at a price of $15.00 per share at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of the Company’s initial business combination, provided the terms set forth in the Warrant Agreement are satisfied. The $15 Exercise Price Warrants are non-redeemable and may be exercised on a cashless basi

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 99.1 Audited Balance Sheet as January 30, 2025

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 5, 2025 FG MERGER II CORP. By: /s/ Hassan R. Baqar Name: Hassan R. Baqar Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR