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

TL;DR

SPAC FG Merger II Corp. filed an S-1/A amendment on Jan 21, 2025. Still looking for a deal.

AI Summary

FG Merger II Corp. filed an S-1/A amendment on January 21, 2025, for its registration statement. The company, incorporated in Nevada, is a blank check company operating in the Real Estate & Construction sector. Its principal executive offices are located in Itasca, Illinois.

Why It Matters

This filing indicates ongoing regulatory activity for FG Merger II Corp., a special purpose acquisition company (SPAC), which is a step in its process to identify and merge with a target company.

Risk Assessment

Risk Level: medium — As a blank check company, FG Merger II Corp. has no operating history or revenue, and its success depends entirely on identifying and completing a suitable business combination.

Key Numbers

• 333-275155 — SEC File Number (Registration number for the S-1 filing)
• 25540801 — Film Number (Internal SEC processing number)

Key Players & Entities

• FG Merger II Corp. (company) — Registrant
• January 21, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 6770 (sic_code) — Standard Industrial Classification
• 86-2579471 (irs_number) — I.R.S. Employer Identification Number
• 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143 (address) — Principal executive offices
• 847-773-1665 (phone_number) — Business phone 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 — aggregate of 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
• $2,583,000 — are, for an aggregate purchase price of $2,583,000. 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
• $5.935 — e of Over-Allotment Option $(0.001) $5.935 $4.065 $3.986 $6.014 $2.038 $
• $4.065 — -Allotment Option $(0.001) $5.935 $4.065 $3.986 $6.014 $2.038 $7.962 $
• $3.986 — t Option $(0.001) $5.935 $4.065 $3.986 $6.014 $2.038 $7.962 $0.089 $
• $6.014 — $(0.001) $5.935 $4.065 $3.986 $6.014 $2.038 $7.962 $0.089 $9.911 A

Filing Documents

• tm2328513d9_s1a.htm (S-1/A) — 1654KB
• tm2328513d9_ex1-1.htm (EX-1.1) — 256KB
• tm2328513d9_ex3-4.htm (EX-3.4) — 73KB
• tm2328513d9_ex4-1.htm (EX-4.1) — 17KB
• tm2328513d9_ex4-2.htm (EX-4.2) — 15KB
• tm2328513d9_ex4-3.htm (EX-4.3) — 17KB
• tm2328513d9_ex4-4.htm (EX-4.4) — 54KB
• tm2328513d9_ex5-1.htm (EX-5.1) — 8KB
• tm2328513d9_ex5-2.htm (EX-5.2) — 16KB
• tm2328513d9_ex10-1.htm (EX-10.1) — 52KB
• tm2328513d9_ex10-2.htm (EX-10.2) — 91KB
• tm2328513d9_ex10-3.htm (EX-10.3) — 117KB
• tm2328513d9_ex10-4.htm (EX-10.4) — 45KB
• tm2328513d9_ex10-5.htm (EX-10.5) — 57KB
• tm2328513d9_ex10-6.htm (EX-10.6) — 50KB
• tm2328513d9_ex10-7.htm (EX-10.7) — 101KB
• tm2328513d9_ex10-10.htm (EX-10.10) — 12KB
• tm2328513d9_ex10-11.htm (EX-10.11) — 21KB
• tm2328513d9_ex14.htm (EX-14) — 38KB
• tm2328513d9_ex23-1.htm (EX-23.1) — 2KB
• tm2328513d9_ex99-1.htm (EX-99.1) — 46KB
• tm2328513d9_ex99-2.htm (EX-99.2) — 29KB
• tm2328513d9_ex99-3.htm (EX-99.3) — 24KB
• tm2328513d9_ex107.htm (EX-FILING FEES) — 14KB
• tm2328513d9_ex23-1img001.jpg (GRAPHIC) — 4KB
• tm2328513d9_ex23-1img002.jpg (GRAPHIC) — 3KB
• tm2328513d9_ex5-1img01.jpg (GRAPHIC) — 3KB
• tm2328513d9_s1a-img01.jpg (GRAPHIC) — 2KB
• tm2328513d9_ex5-2img01.jpg (GRAPHIC) — 4KB
• 0001104659-25-004764.txt ( ) — 2829KB

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

View Full Filing

View this S-1/A filing on SEC EDGAR