8-K - FGMC - Equibles

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

February 6, 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 <br><br>incorporation)	(Commission File Number)	(I.R.S. Employer <br><br>Identification No.)
104 S. Walnut Street, Unit 1A,<br><br> <br>Itasca, IL	60143
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(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 773-1665

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
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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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 8.01. Other Events.

On February 6, 2025, FG Merger II Corp. (the “Company”) announced that, on or about February 11, 2025, the holders of the Company’s units (the “Units”) may elect to separately trade the shares of common stock and rights included in the Units. Each Unit consists of one share of common stock and one right. Any Units not separated will continue to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “FGMCU.” Any underlying shares of common stock and rights that are separated will trade on Nasdaq under the symbols “FGMC” and “FGMCR,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into shares of common stock and rights.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated February 6, 2025

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: February 6, 2025

FG MERGER II CORP.

By:	/s/ Hassan R. Baqar
Name:	Hassan R. Baqar
Title:	Chief Financial Officer

Exhibit 99.1

FG Merger II Corp. Announces the Separate Trading of its CommonStock and Rights Commencing February 11, 2025

NEVADA, February 6, 2025 -- FG Merger II Corp. (NASDAQ: FGMC) (the “Company”) announced today that, commencing February 11, 2025, holders of the units sold in the Company’s initial public offering completed on January 30, 2025 may elect to separately trade the shares of common stock (the “Common Stock”) of the Company and the rights included in such units on The Nasdaq Global Market (“Nasdaq”).

The Common Stock and rights that are separated will trade on Nasdaq under the symbols “FGMC” and “FGMCR,” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “FGMCU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Common Stock and rights.

The units were initially offered by the Company in an underwritten offering. ThinkEquity LLC acted as sole book-running manager of the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 separation of the units. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact:

Hassan R. Baqar

Chief Financial Officer

FG Merger II Corp.

(847) 791-6817

info@fgmerger.com