FG Merger II Corp Unit(FGMCU) - 2025 Q1 - Quarterly Report

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 - The Company has withdrawn$261,935 from the Trust Account for working capital needs as of March 31, 2025[106].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$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].