FG Merger II Corp. Files S-1/A Amendment

TL;DR

FG Merger II Corp. filed an S-1/A amendment, updating its registration for a business combination.

AI Summary

FG Merger II Corp. filed an S-1/A amendment on December 11, 2024, detailing its registration statement under the Securities Act of 1933. The company, incorporated in Nevada with its principal executive offices in Itasca, Illinois, is a blank check company. This filing is an amendment to a previous registration, indicating ongoing efforts to complete a business combination.

Why It Matters

This filing provides updated information for investors regarding FG Merger II Corp.'s ongoing efforts to complete a business combination, which is crucial for understanding the company's future direction and potential.

Risk Assessment

Risk Level: medium — As a blank check company (SPAC), its success is contingent on finding and merging with a suitable target, introducing inherent risks.

Key Numbers

• 333-275155 — SEC File Number (Identifies this specific registration filing with the SEC.)
• 20241211 — Filing Date (Indicates when this amendment was officially submitted to the SEC.)

Key Players & Entities

• FG Merger II Corp. (company) — Registrant
• 333-275155 (dollar_amount) — SEC File Number
• December 11, 2024 (date) — Filing Date
• Hassan R. Baqar (person) — Agent for Service
• Mitchell S. Nussbaum (person) — Legal Counsel
• Giovanni Caruso (person) — Legal Counsel
• Loeb & Loeb LLP (company) — Legal Counsel
• Brad L. Shiffman (person) — Legal Counsel
• Blank Rome LLP (company) — Legal 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
• $5.880 — e of Over-Allotment Option $(0.001) $5.880 $4.120 $3.921 $6.079 $1.962 $
• $4.120 — -Allotment Option $(0.001) $5.880 $4.120 $3.921 $6.079 $1.962 $8.038 $
• $3.921 — t Option $(0.001) $5.880 $4.120 $3.921 $6.079 $1.962 $8.038 $0.004 $
• $6.079 — $(0.001) $5.880 $4.120 $3.921 $6.079 $1.962 $8.038 $0.004 $9.996 A

Filing Documents

• tm2328513d7_s1a.htm (S-1/A) — 1675KB
• tm2328513d7_ex23-1.htm (EX-23.1) — 3KB
• image_003.jpg (GRAPHIC) — 2KB
• tm2328513d7_ex23-1img001.jpg (GRAPHIC) — 16KB
• tm2328513d7_ex23-1img002.jpg (GRAPHIC) — 11KB
• 0001104659-24-127395.txt ( ) — 1720KB

BUSINESS

BUSINESS STRATEGY 3 OUR MANAGEMENT TEAM 4

BUSINESS

BUSINESS COMBINATION CRITERIA 9 INITIAL BUSINESS COMBINATION 10 SOURCING OF POTENTIAL INITIAL BUSINESS COMBINATION TARGETS 11 CORPORATE INFORMATION 14 THE OFFERING 15 RISKS 33

RISK FACTORS

RISK FACTORS 35 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 68

USE OF PROCEEDS

USE OF PROCEEDS 69 DIVIDEND POLICY 72

DILUTION

DILUTION 73 CAPITALIZATION 76 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 77 PROPOSED

BUSINESS

BUSINESS 82 MANAGEMENT 113 PRINCIPAL STOCKHOLDERS 124 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 127 DESCRIPTION OF SECURITIES 129 U.S. FEDERAL INCOME TAX CONSIDERATIONS 142

UNDERWRITING

UNDERWRITING 149 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

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View this S-1/A filing on SEC EDGAR