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FG Merger II Corp Unit(FGMCU) - 2024 Q4 - Annual Report
FGMCUFG Merger II Corp Unit(FGMCU)2025-02-21 22:20

Financial Performance - The Company reported a net loss of 25,850fortheyearendedDecember31,2024,primarilydueto25,850 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,withliquidityneedssatisfiedthrough46,285, with liquidity needs satisfied through 25,000 proceeds from the Sponsor and a 125,000loanfromtheSponsor[90].−TheCompanyissuedapromissorynoteallowingborrowingupto125,000 loan from the Sponsor[90]. - The Company issued a promissory note allowing borrowing up to 150,000, with 125,000outstandingasofDecember31,2024[99].−TheCompanyhasnooff−balancesheetarrangementsasofDecember31,2024[92].−TheTrustAccountwillhold125,000 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 10.00perunitintheProposedOffering,potentiallyincreasingto9,200,000unitsiftheunderwriters′over−allotmentoptionisfullyexercised[77].−Theunderwriterswillreceivea45−dayoptiontopurchaseupto1,200,000additionalUnitstocoverover−allotmentsattheProposedOfferingprice[93].−Deferredofferingcostswillbechargedtostockholders′equityuponcompletionoftheProposedOffering[108].−AnadministrativeservicesagreementwillbeestablishedwiththeSponsorforamonthlyfeeof10.00 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].