IPO and Financial Proceeds - The Company completed its IPO on January 30, 2025, selling 8,000,000 units at $10.00 per unit, generating gross proceeds of $80,000,000[84]. - The Company placed $80,800,000 from the IPO proceeds into a Trust Account, which is invested in a money market fund[90]. - The underwriters were paid an underwriting discount of $750,000 at IPO closing, and they received 40,000 private units for a nominal price of $100[111][112]. - The company incurred deferred offering costs amounting to $1,481,031, which includes $750,000 in underwriting fees and $250,000 in advisor fees, charged to shareholders' equity upon IPO completion[131]. Financial Performance - The Company reported a net income of $315,350 for the three months ended March 31, 2025, consisting of $559,755 in investment income and $126,856 in general and administrative expenses[101]. - The Company incurred $117,549 in income tax expense for the three months ended March 31, 2025[101]. - As of March 31, 2025, the company estimated an income tax expense of $117,549 on income earned in the Trust Account[138]. Cash and Debt Management - As of March 31, 2025, the Company held a cash balance of $550,056 and had an outstanding promissory note balance of $160,000[102][103]. - As of March 31, 2025, the company had $125,000 outstanding under promissory notes issued to the Sponsor, with a total borrowing capacity of $150,000[119]. - The Company has withdrawn $261,935 from the Trust Account for working capital needs as of March 31, 2025[106]. - As of March 31, 2025, the company had no cash equivalents and withdrew $261,935 from the Trust Account for working capital purposes during the quarter[130][132]. - The Company has no off-balance sheet arrangements as of March 31, 2025, indicating no hidden liabilities[108]. Business Strategy - The Company intends to focus on businesses in the financial services industry for potential Business Combinations[82]. - The Company has until January 30, 2027, to complete a Business Combination, or it will redeem 100% of the outstanding Public Shares[98]. - The Sponsor and certain affiliates may provide Working Capital Loans to finance transaction costs for a Business Combination, but no such loans were outstanding as of March 31, 2025[107]. - The Company will not generate operating revenues until after the completion of its initial Business Combination[83]. Shareholder and Equity Information - The company issued a dividend of approximately 0.066 Founder Shares for every issued and outstanding Founder Share, increasing the total to 2,300,000 Founder Shares[116]. - The company has agreed to pay the Sponsor a monthly fee of $15,000 under an administrative services agreement, totaling $45,000 paid as of March 31, 2025[121]. - The company recognizes changes in the redemption value of its common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[135]. - The company has no unrecognized tax benefits as of March 31, 2025, and is not aware of any issues under review that could result in significant payments or accruals[137].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) FG MERGER II CORP. (Exact name of registrant as specified in its charter) Nevada 86-2579471 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143 (Address of Principal Executive Offices, including zip code) 847-791-6817 (Registrant's telephone number, including area code) N/A (Former name, former add ...