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

TL;DR

SPAC FG Merger III Corp. filed an S-1/A, moving closer to IPO.

AI Summary

FG Merger III Corp. filed an S-1/A amendment on July 1, 2025, for its initial public offering. The company, a blank check entity, is based in Itasca, Illinois, and is registered in Nevada. This filing is an amendment to a previous registration statement.

Why It Matters

This S-1/A filing indicates FG Merger III Corp. is moving forward with its plans to go public, potentially leading to a future acquisition or business combination.

Risk Assessment

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

Key Numbers

• 333-287670 — SEC File Number (Identifies the specific SEC registration)
• 251098214 — Film Number (Internal SEC processing number)

Key Players & Entities

• FG Merger III Corp. (company) — Registrant
• July 1, 2025 (date) — Filing date of amendment
• 333-287670 (registration_number) — SEC registration number
• Hassan R. Baqar (person) — Agent for service
• Mitchell S. Nussbaum (person) — Legal counsel
• Loeb & Loeb LLP (company) — Legal counsel
• Brad L. Shiffman (person) — Legal counsel
• Blank Rome LLP (company) — Legal counsel

FAQ

From the Filing

0001104659-25-064945.txt : 20250702 0001104659-25-064945.hdr.sgml : 20250702 20250701215745 ACCESSION NUMBER: 0001104659-25-064945 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 42 FILED AS OF DATE: 20250702 DATE AS OF CHANGE: 20250701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FG Merger III Corp. CENTRAL INDEX KEY: 0001997389 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 000000000 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-287670 FILM NUMBER: 251098214 BUSINESS ADDRESS: STREET 1: 104 S. WALNUT STREET STREET 2: UNIT 1A CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: 847-751-9017 MAIL ADDRESS: STREET 1: 104 S. WALNUT STREET STREET 2: UNIT 1A CITY: ITASCA STATE: IL ZIP: 60143 S-1/A 1 tm2516195d2_s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on July 1, 2025 Registration No. 333-287670 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FG Merger III Corp. (Exact name of registrant as specified in its charter) Nevada 6770 93-3533944 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 104 S. Walnut Street, Unit 1A Itasca, Illinois 60143 Tel: (847) 791-6817 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Hassan R. Baqar 104 S. Walnut Street, Unit 1A, Itasca, IL 60143 Tel: (847) 791-6817 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Mitchell S. Nussbaum Giovanni Caruso Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 Tel: (212) 407-4000 Brad L. Shiffman Blank Rome LLP 1271 Avenue of the Americas New York, New York 10020 Tel: (212) 885-5000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “ large accelerated filer ,” “ accelerated filer ,” “ smaller reporting company ” and “ emerging growth company ” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨ The Registrant hereby amends this Registration Statement on such date or dates as may be n