IPO - FG Merger II Corp.

Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Ipo

Type: New

Accession Number: 000110465925009685

Filing Summary: On January 30, 2025, FG Merger II Corp. consummated its initial public offering (IPO) of 8,000,000 units at a price of $10.00 per Unit, generating gross proceeds of $80,000,000. Each Unit includes one share of common stock and a right to receive one-tenth of a share upon an initial business combination. The underwriters were granted a 45-day option to purchase an additional 1,200,000 Units to cover over-allotments. Additionally, the Company completed private placements where the Sponsor and Ramnarain Joseph Jaigobind purchased 248,300 units along with 1,000,000 warrants, generating $2,583,000. The net proceeds of $80,800,000 from the IPO and the Private Placements were deposited into a trust account for public stockholders. An audited balance sheet as of January 30, 2025, is included as Exhibit 99.1.

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Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Ipo

Type: New

Accession Number: 000110465925008720

Filing Summary: FG Merger II Corp. has filed Form 8-K to report the consummation of its initial public offering (IPO) on January 30, 2025. The Company offered 8,000,000 units at $10.00 each, generating gross proceeds of $80,000,000. An additional option for the underwriters to purchase up to 1,200,000 additional Units was granted. Net proceeds of the IPO will be deposited into a U.S. based trust account at J.P. Morgan Chase Bank, managed by Continental Stock Transfer & Trust Company. Restrictions apply to the release of funds from the trust account, pending the completion of an initial business combination or other specified conditions related to shareholder rights. The document details various agreements connected with the IPO, including underwriting agreements, trust agreements, and sales of securities to private investors. Significant private placements were also executed, including one with the Sponsor for 1,000,000 warrants and additional units, highlighting conditions for the transfer of these securities. Furthermore, the Amended and Restated Articles of Incorporation have been filed on January 28, 2025, as part of the IPO process. Press releases announcing the pricing and closing of the IPO were issued on January 28 and 30, respectively, as well as the announcement of a fully exercised over-allotment option on February 3, 2025.

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Form Type: S-1/A

Filing Date: 2025-01-21

Corporate Action: Ipo

Type: New

Accession Number: 000110465925004764

Filing Summary: FG Merger II Corp. is presenting a preliminary prospectus for its initial public offering (IPO) involving the offering of 8,000,000 units at a price of $10.00 per unit. Each unit includes one share of common stock and one right to receive one-tenth of a share upon consummation of the initial business combination. The firm is categorized as a blank check company, focusing on effecting a merger, capital stock exchange, asset acquisition, or similar business combination, particularly within the financial services industry in North America. The underwriters have a green shoe option for an additional 1,200,000 units. The document discusses the company's launch plans, including potentially providing redemption opportunities for stockholders following business combinations. Initial stockholders have a vested interest given their ownership of founder shares and private securities, and potential conflicts of interest are acknowledged among management and the sponsor. The offering proceeds will fund an escrow account in the U.S. and cover an array of fees and expenses associated with the IPO process. The sponsors' prior investments manifest through their ownership stakes and have raised concerns regarding possible dilution for public stockholders. Potential trading symbols planned for listing are "FGMCU" for units, "FGMC" for common stock, and "FGMCR" for rights on Nasdaq. The company identifies as an emerging growth company, subject to reduced reporting obligations.

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Form Type: CORRESP

Filing Date: 2024-12-10

Corporate Action: Ipo

Type: Update

Accession Number: 000110465924127396

Filing Summary: FG Merger II Corp. has filed Amendment No. 3 to its Registration Statement on Form S-1 in response to comments from the SEC's Division of Corporation Finance. The amendment reflects the company's responses to SEC comments related to its prior financial statements and offering costs. The company clarified its approach to recording deferred offering costs, stating that it has recorded an immaterial audit fee of $15,000 incurred solely for the purpose of preparing audited financial statements for its IPO. The document indicates the company’s ongoing intention to complete the IPO, addressing concerns over audit fees and general administrative expenses. The firm's responses to specific comments have led to revisions in the registration statement as necessary, signaling the company's commitment to transparency and compliance with SEC regulations.

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Form Type: CORRESP

Filing Date: 2023-11-27

Corporate Action: Ipo

Type: Update

Accession Number: 000110465923121206

Filing Summary: FG Merger II Corp. submitted a response to comments from the SEC regarding their Registration Statement on Form S-1 filed on October 24, 2023. The correspondence outlines how the company addressed the SEC's comments, including clarifications on the timeline for completing their initial public offering and the potential dilutive effects of certain financial instruments. The company also revised several sections of the amended registration statement to clarify the impact of proposed additional issuances, shareholder redemption processes, and other disclosures related to their initial business combination strategy. An updated consent from the company's auditor was also filed as part of the response. The company continues to work with the SEC staff to ensure compliance and facilitate the review of their amended filings.

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