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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 14, 2025
Date of Report (Date of earliest event reported)
FG Merger II Corp.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-42493 | 86-2579471 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
104 S. Walnut Street, Unit 1A, |
60143 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (847) 751-9017
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | FGMC | THE NASDAQ STOCK MARKET LLC | ||
| Rights | FGMCR | THE NASDAQ STOCK MARKET LLC | ||
| Units | FGMCU | THE NASDAQ STOCK MARKET LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On May 14, 2025, FG Merger II Corp. (the “Company”) entered into a side letter (the “Side Letter”) to its underwriting agreement with the underwriter of its initial public offering (the “Underwriter”) pursuant to which, notwithstanding the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company (the “Continental”) which allows the Company to withdraw up to $1,000,000 per year of the interest earned on the Company’s trust account (or $2,000,000 in aggregate over two years), the Company agreed not to withdraw more than $1,200,000 in aggregate for working capital purposes from the Company’s trust account during the period beginning on the closing of the Company’s initial public offering and ending upon the consummation of the Company’s initial business combination. Continental executed the Side Letter in acknowledgement of the foregoing agreement.
The foregoing description of the Side Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On May 14, 2025, the Company issued the press release attached hereto as Exhibit 99.1, announcing the reduction of the permitted working capital withdrawals from the Company’s trust account.
The information in this Item 7.01 (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Side Letter to the Underwriting Agreement, dated May 14, 2025, between the Company and the Underwriter. | |
| 99.1 | Press release dated May 14, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 14, 2025
FG MERGER II CORP.
| By: | /s/ Hassan R. Baqar | |
| Name: | Hassan R. Baqar | |
| Title: | Chief Financial Officer |
Exhibit 10.1
LETTER AGREEMENT
May 14, 2025
ThinkEquity LLC
17 State Street, 22nd Floor
New York, New York 10004
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated January 28, 2025 (the “Underwriting Agreement”), among FG Merger II Corp., a Nevada corporation (the “Company”), and ThinkEquity LLC (the “Representative”). Pursuant to Section 1.6 of the Underwriting Agreement, prior to the Company’s consummation of a business combination or the Company’s liquidation, up to $1,000,000 of the interest earned on the Company’s trust account (the “Trust Account”) may be released to the Company for working capital purposes on an annual basis (the “Working Capital Allowance”) in accordance with the terms of the Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms used in this agreement (the “Letter Agreement”) but not otherwise defined shall have the meanings given those terms in the Underwriting Agreement.
The Representative and the Company agree that, notwithstanding the provisions of the Underwriting Agreement and the Trust Agreement with respect to the Working Capital Allowance, the Company shall not withdraw more than $1,200,000 from the Trust Account during the period beginning on the closing of the Offering and ending upon the consummation of the Company’s initial business combination. The Company further agrees that the Company (i) shall notify the Representative of any planned working capital withdrawal from the Trust Account at least two (2) Business Days prior to the date of the Company’s instructions to the Trustee regarding such withdrawal and (ii) shall copy the Representative on all correspondence with the Trustee in connection with such withdrawal.
This Letter Agreement supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter of this Letter Agreement. Notwithstanding the foregoing and except as expressly modified by this Letter Agreement, the Underwriting Agreement shall remain in full force and effect without modification.
This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by, and construed in accordance with the laws of, the State of New York.
This Letter Agreement may be signed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
No amendment or waiver of any provision of this Letter Agreement, nor any consent or approval to any departure from the terms of this Letter Agreement, shall be effective unless such amendment, waiver, consent or approval shall be in writing and signed by the parties.
If the foregoing is in accordance with your understanding, please indicate, as applicable, your acceptance or acknowledgement of this Letter Agreement by signing in the space provided below.
| Very truly yours, | |||
| FG Merger II Corp. | |||
| By: | /s/ Hassa R. Baqar | ||
| Name: Hassan R. Baqar | |||
| Title: Chief Financial Officer | |||
Accepted:
| THINKEQUITY LLC | ||
| By: | /s/ Kevin Mangan | |
| Name: Kevin Mangan | ||
| Title: Managing Director, Head of Equity Syndicate | ||
| Acknowledged: | ||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | ||
| By: | /s/ Francis Wolf | |
| Name: Francis Wolf | ||
| Title: Vice President | ||
Exhibit 99.1
FG Merger II Corp. Announces Reduction on Permitted Working Capital Withdrawals from Trust Account
ITASCA, IL., May 14, 2025 -- FG Merger II Corp. (the “Company”), a newly organized blank check company formed as a Nevada corporation, today announced that the Company entered into a side letter (the “Side Letter”) to its underwriting agreement with the underwriter of its initial public offering (the “Underwriter”) pursuant to which, notwithstanding the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company (the “Continental”) which allows the Company to withdraw up to $1,000,000 per year of the interest earned on the Company’s trust account (or $2,000,000 in aggregate over two years), the Company agreed not to withdraw more than $1,200,000 in aggregate for working capital purposes from the Company’s trust account during the period beginning on the closing of the Company’s initial public offering and ending upon the consummation of the Company’s initial business combination. Continental executed the Side Letter in acknowledgement of the foregoing agreement.
For the avoidance of doubt, the Company is permitted to make customary withdrawals from the trust account in accordance with the Company’s organizational documents to pay any applicable taxes and up to $100,000 of dissolution expenses in the event of liquidation.
About FG Merger II Corp.
FG Merger II Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While FG Merger II Corp. will not limit its search for a target company to any particular business segment, FG Merger II Corp. intends to focus its search for a target business in the financial services industry in North America.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the withdrawal of funds from the Company’s trust account and search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of FG Merger II Corp., including those set forth in the Risk Factors section of FG Merger II Corp.’s registration statement and prospectus for the IPO filed with the SEC. Copies are available on the SEC's website, www.sec.gov. FG Merger II Corp. undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts
Hassan R. Baqar
Chief Financial Officer
FG Merger II Corp.
(847) 791-6817