FG Merger II Corp. Amends S-1 Registration Statement

TL;DR

FG Merger II Corp. filed an S-1/A, moving its blank check company registration forward.

AI Summary

FG Merger II Corp. filed an S-1/A amendment on August 23, 2024, for its registration statement. The company, incorporated in Nevada with its principal executive offices in Itasca, Illinois, is classified under 'BLANK CHECKS' with an IRS number of 86-2579471. This filing is an amendment to a previous registration statement filed under the Securities Act of 1933.

Why It Matters

This S-1/A filing indicates FG Merger II Corp. is moving forward with its registration process, which is a necessary step before it can potentially complete a business combination or other securities offering.

Risk Assessment

Risk Level: medium — Blank check companies (SPACs) carry inherent risks related to their reliance on finding a suitable acquisition target and the uncertainty of shareholder approval for any proposed merger.

Key Numbers

• 333-275155 — SEC File Number (Identifies the registration statement with the SEC.)
• 86-2579471 — IRS Number (Company's Employer Identification Number.)

Key Players & Entities

• FG Merger II Corp. (company) — Registrant
• August 23, 2024 (date) — Filing Date
• Nevada (jurisdiction) — State of Incorporation
• Itasca, Illinois (location) — Principal Executive Offices
• BLANK CHECKS (industry) — Standard Industrial Classification
• 86-2579471 (id_number) — IRS Employer Identification Number
• 333-275155 (registration_number) — SEC Registration Number
• Hassan R. Baqar (person) — Agent for Service
• Mitchell S. Nussbaum (person) — Counsel
• Loeb & Loeb LLP (company) — Counsel

FAQ

Key Financial Figures

• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one share of common sto
• $1,000,000 — working capital purposes (not to exceed $1,000,000 annually) and taxes payable), divided b
• $100,000 — annually) and taxes payable, and up to $100,000 of interest to pay dissolution expenses
• $15 — ;), and (ii) 1,000,000 warrants (“$15 Exercise Price Warrants” and, tog
• $0.10 — cement 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
• $2,000,000 — are, for an aggregate purchase price of $2,000,000. These purchases will take place on a p
• $25,000 — common stock (which were purchased for $25,000 and which we refer to as “founder
• $150,000 — ount. Additionally, we will repay up to $150,000 in loans made to us by our sponsor to c
• $15,000 — eimburse our sponsor an amount equal to $15,000 per month for office space, administrat
• $1,500,000 — ded initial business combination; up to $1,500,000 of such loans may be convertible into p
• $0.01 — 00,000 founder shares, or approximately $0.01 per founder share and, accordingly, you
• $0.011 — ull Exercise of Over-Allotment Option $0.011 $5.882 $4.118 $3.923 $6.077 $
• $5.882 — ise of Over-Allotment Option $0.011 $5.882 $4.118 $3.923 $6.077 $1.965 $
• $4.118 — er-Allotment Option $0.011 $5.882 $4.118 $3.923 $6.077 $1.965 $8.035 $

Filing Documents

• tm2328513d4_s1a.htm (S-1/A) — 1589KB
• tm2328513d4_ex1-1.htm (EX-1.1) — 256KB
• tm2328513d4_ex4-1.htm (EX-4.1) — 17KB
• tm2328513d4_ex4-2.htm (EX-4.2) — 15KB
• tm2328513d4_ex4-3.htm (EX-4.3) — 17KB
• tm2328513d4_ex4-4.htm (EX-4.4) — 54KB
• tm2328513d4_ex10-1.htm (EX-10.1) — 48KB
• tm2328513d4_ex10-2.htm (EX-10.2) — 91KB
• tm2328513d4_ex10-3.htm (EX-10.3) — 116KB
• tm2328513d4_ex10-4.htm (EX-10.4) — 45KB
• tm2328513d4_ex10-5.htm (EX-10.5) — 52KB
• tm2328513d4_ex10-6.htm (EX-10.6) — 101KB
• tm2328513d4_ex10-9.htm (EX-10.9) — 12KB
• tm2328513d4_ex14.htm (EX-14) — 38KB
• tm2328513d4_ex23-1.htm (EX-23.1) — 3KB
• tm2328513d4_ex99-1.htm (EX-99.1) — 46KB
• tm2328513d4_ex99-2.htm (EX-99.2) — 29KB
• tm2328513d4_ex99-3.htm (EX-99.3) — 24KB
• tm2328513d4_ex107.htm (EX-FILING FEES) — 14KB
• image_003.jpg (GRAPHIC) — 2KB
• image_004.jpg (GRAPHIC) — 3KB
• image_005.jpg (GRAPHIC) — 4KB
• 0001104659-24-092128.txt ( ) — 2579KB

BUSINESS

BUSINESS STRATEGY 3 OUR MANAGEMENT TEAM 4

BUSINESS

BUSINESS COMBINATION CRITERIA 8 INITIAL BUSINESS COMBINATION 9 SOURCING OF POTENTIAL INITIAL BUSINESS COMBINATION TARGETS 10 CORPORATE INFORMATION 11 THE OFFERING 12 RISKS 28

RISK FACTORS

RISK FACTORS 30 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 63

USE OF PROCEEDS

USE OF PROCEEDS 64 DIVIDEND POLICY 67

DILUTION

DILUTION 68 CAPITALIZATION 71 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 72 PROPOSED

BUSINESS

BUSINESS 77 MANAGEMENT 106 PRINCIPAL STOCKHOLDERS 117 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 120 DESCRIPTION OF SECURITIES 122 U.S. FEDERAL INCOME TAX CONSIDERATIONS 135

UNDERWRITING

UNDERWRITING 142 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. i TRADEMARKS This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. ii SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: “approved extension” are to an extension of the date by which we must complete our initial business combination as approved by the affirmative vote of the holders of a majority of the shares of our common stock that are voted at a stockholder meeting held to amend our

View Full Filing

View this S-1/A filing on SEC EDGAR