FG Merger II Corp(FGMC) - 2025 Q1 - Quarterly Report

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 - The Company has withdrawn$261,935 from the Trust Account for working capital needs as of March 31, 2025[106].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