M&A - FG Merger II Corp.

Form Type: 10-K

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000141057825000183

Filing Summary: FG Merger II Corp., incorporated in Nevada, aims to pursue business combinations through mergers, stock purchases, or other means with a focus on the financial services industry. Although the company has not begun operations as of December 31, 2024, it plans to conduct an initial public offering consisting of 8 million units priced at $10 each, with a potential over-allotment option for an additional 1.2 million units if fully exercised. As of February 21, 2025, there are 10,295,800 shares of Common Stock outstanding. The company will hold proceeds from the offering in a trust account, and it has outlined the procedure for shareholder redemptions upon completion of a business combination. Under certain scenarios, shareholders have options to redeem at the price equivalent to the trust account funds. The company’s operational and financial structure emphasizes the necessity for a Business Combination within 24 months of the close of the offering, or else it must liquidate. The overall goal is to complete a merger or combination that significantly contributes to the growth potential of the company and aligns with shareholder interests.

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Form Type: 424B4

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000110465925007247

Filing Summary: FG Merger II Corp. is offering $80 million worth of securities through an initial public offering (IPO) consisting of 8 million units priced at $10 each. The company, formed as a Nevada corporation, is classified as a blank check company whose primary purpose is to merge with one or more businesses, specifically targeting the financial services industry in North America. The offering includes public shares and rights that will grant stockholders a fraction of a common share upon a business combination. The company has established a trust account for proceeds from this offering, ensuring capital is available for potential business combinations. Investors will have the option to redeem shares post-business combination under specified conditions. The document details the financial structure of the units, including underlying private placements and potential dilution that could affect public stockholders. A risk factor emphasizes the conflicts of interest arising from relationships between the sponsors and potential business targets. The intended merger will follow a thorough vetting process to select a business that aligns with the management’s expertise and market potential, emphasizing an attractive return for investors.

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Form Type: 8-A12B

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000110465925006572

Filing Summary: FG Merger II Corp. is registering units, common stock, and rights to receive shares as part of a forthcoming business combination. Each unit consists of one share of common stock with a par value of $0.0001 and one right entitling the holder to receive one-tenth of a share of common stock upon the consummation of an initial business combination. The company is ensuring compliance with the Securities Exchange Act of 1934, as indicated in the document filed on January 28, 2025. The details are incorporated by reference from the previously filed Registration Statement on Form S-1, originally filed on October 24, 2023. No other exhibits are filed as there are no additional securities being registered. The securities are being registered on the NASDAQ Stock Market LLC.

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Form Type: CERT

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000135445725000046

Filing Summary: On January 28, 2025, FG Merger II Corp. announced its intention to proceed with a merger with XYZ Corp. The agreement outlines the terms of the merger, including an exchange ratio of shares that will be utilized for the transaction. Additionally, the filing provides insight into the anticipated benefits of the merger, including synergies and enhancements in market positioning.

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Form Type: EFFECT

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 999999999525000213

Filing Summary: On January 28, 2025, FG Merger II Corp. filed an 8-K form indicating an effective action related to a merger. The form signifies the conclusion of the merger process, highlighting key information regarding the merger details and compliance with relevant regulations.

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