Press release·05/01/2025 01:52:08

Overview

FG Merger II Corp. (the “Company”) is a blank check company incorporated in Nevada on September 20, 2023. The Company was formed for the purpose of merging, acquiring, or combining with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region, it intends to focus on businesses in the financial services industry.

As of March 31, 2025, the Company had not yet commenced any operations. All activity through this date relates to the Company’s formation and its initial public offering (IPO), which was completed on January 30, 2025. The Company will not generate any operating revenues until after the completion of its initial Business Combination.

Recent Developments

The Company’s registration statement was declared effective on January 28, 2025. On January 30, 2025, the Company completed its IPO, selling 8,000,000 units at $10.00 per unit and raising $80 million in gross proceeds. Simultaneously, the Company completed a private placement, selling 223,300 private units to the Sponsor and 25,000 private units to Ramnaraine Jaigobind, raising an additional $2.48 million. The Company also sold 1,000,000 $15 private warrants to the Sponsor for $100,000.

The net proceeds from the IPO and private placement, totaling $80.8 million, were placed in a trust account and will be used to fund the Company’s initial Business Combination. The Company has 24 months from the closing of the IPO to complete a Business Combination.

Results of Operations

For the three months ended March 31, 2025, the Company reported net income of $315,350, which consists of $559,755 in investment income earned in the Trust Account, offset by $126,856 in general and administrative expenses and $117,549 in income tax expense.

For the three months ended March 31, 2024, the Company reported a net loss of $1,297, which consists of general and administrative expenses.

Liquidity and Capital Resources

As of March 31, 2025, the Company held a cash balance of $550,056. Prior to the IPO, the Company’s liquidity needs were satisfied through a $25,000 investment from the Sponsor for the purchase of founder shares, as well as a $125,000 loan from the Sponsor.

After the IPO, the Company has approximately $2.2 million in working capital and is allowed to withdraw up to $1 million annually from the Trust Account for working capital needs. The Company believes it will have sufficient funds to operate its business and complete a Business Combination.

Contractual Obligations

The Company has entered into several agreements related to the IPO, including a registration rights agreement, an underwriting agreement, and an agreement with a financial advisor. The key terms of these agreements include:

• The holders of the founder shares, private units, and private warrants are entitled to registration rights.
• The underwriters are entitled to a 45-day option to purchase additional units, as well as a $750,000 underwriting discount and 40,000 private units.
• The underwriters also have a deferred underwriting commission of 3.5% of the IPO gross proceeds, payable upon completion of the Business Combination.
• The financial advisor received a $250,000 fee and 25,000 private units.

Related Party Transactions

The Company has entered into several related party transactions, including:

• The issuance of 2,156,250 founder shares to the Sponsor for $25,000, with 300,000 shares subject to forfeiture.
• The issuance of promissory notes to the Sponsor, including a $125,000 non-interest bearing note and a $417,000 note bearing 12% interest.
• An administrative services agreement with the Sponsor, whereby the Sponsor provides services to the Company for a monthly fee of $15,000.

Critical Accounting Policies

The Company’s critical accounting policies include the treatment of common stock subject to possible redemption, the recognition of income taxes, and the fair value measurement of its financial instruments. The Company also qualifies as an emerging growth company and has elected to take advantage of certain reporting exemptions.

Overall, the Company’s financial position and performance during the reported period appear to be in line with the expectations of a newly formed blank check company preparing for a Business Combination. The Company has successfully completed its IPO and secured the necessary funding, while managing its expenses and related party transactions appropriately.