Workflow
FG Merger II Corp Unit(FGMCU)
icon
Search documents
FG Merger II Corp Unit(FGMCU) - 2025 Q1 - Quarterly Report
2025-04-30 20:54
IPO and Financial Overview - 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 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]. - 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]. - 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]. Trust Account and Cash 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]. - The Company placed $80,800,000 from the IPO proceeds into a Trust Account, with $10.10 per unit allocated[90][105]. - The Company has withdrawn $261,935 from the Trust Account for working capital needs as of March 31, 2025[106].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 all assets in the Trust Account were invested in a money market fund focused on U.S. Treasury obligations[130][132]. - The company has estimated $117,549 in income tax expense on income earned in the Trust Account as of March 31, 2025[138]. Business Combination and Strategy - The Company intends to focus on businesses in the financial services industry for potential Business Combinations[82]. - The Company has until 24 months from the IPO closing to complete a Business Combination, or it will redeem 100% of outstanding Public Shares[98]. - The Company will only complete a Business Combination if the post-Business Combination entity owns or acquires 50% or more of the target's outstanding voting securities[89]. Loans and Financial Obligations - The Sponsor and affiliates may provide Working Capital Loans as needed for transaction costs, but no such loans were outstanding as of March 31, 2025[107]. - 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 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]. 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 recognizes changes in redemption value of common stock subject to possible redemption immediately as they occur, adjusting the carrying value to equal the redemption value at the end of each reporting period[135]. - The company has no off-balance sheet arrangements as of March 31, 2025[108]. - The company is classified as an "emerging growth company" and has elected not to opt out of the extended transition period for new or revised financial accounting standards[126][127].
FG Merger II Corp Unit(FGMCU) - 2024 Q4 - Annual Report
2025-02-21 22:20
Financial Performance - The Company reported a net loss of $25,850 for the year ended December 31, 2024, primarily due to $23,000 in audit-related expenses and other general and administrative expenses[89]. - The Company had 2,300,000 founder shares outstanding as of December 31, 2024, impacting net loss per share calculations[111]. - There was no provision for income taxes for the year ended December 31, 2024[110]. Liquidity and Capital Structure - As of December 31, 2024, the Company held a cash balance of $46,285, with liquidity needs satisfied through $25,000 proceeds from the Sponsor and a $125,000 loan from the Sponsor[90]. - The Company issued a promissory note allowing borrowing up to $150,000, with $125,000 outstanding as of December 31, 2024[99]. - The Company has no off-balance sheet arrangements as of December 31, 2024[92]. - The Trust Account will hold $10.10 per Unit sold in the Proposed Offering, invested in U.S. government securities until the completion of a Business Combination or distribution to stockholders[79]. Proposed Offering - The Company plans to offer 8,000,000 units at $10.00 per unit in the Proposed Offering, potentially increasing to 9,200,000 units if the underwriters' over-allotment option is fully exercised[77]. - The underwriters will receive a 45-day option to purchase up to 1,200,000 additional Units to cover over-allotments at the Proposed Offering price[93]. - Deferred offering costs will be charged to stockholders' equity upon completion of the Proposed Offering[108]. - An administrative services agreement will be established with the Sponsor for a monthly fee of $15,000 upon closing of the Proposed Offering[100]. Business Strategy - The Company intends to focus on businesses in the financial services industry for potential Business Combinations[75]. - The Company has a 24-month period from the closing of the Proposed Offering to complete a Business Combination, after which it will redeem 100% of the outstanding Public Shares if unsuccessful[86]. - The Company will generate non-operating income in the form of interest income from the proceeds of the Proposed Offering, with no operating revenues expected until after the completion of a Business Combination[88]. Regulatory and Accounting Matters - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[103]. - Management does not anticipate that recently issued accounting standards will materially affect the Company's financial statements[113]. - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[112]. - There were no unrecognized tax benefits or amounts accrued for interest and penalties as of December 31, 2024[109].