FG Merger II Corp美股招股说明书(2025-01-29版)

FG Merger II Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange,asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, whichwe refer to as our initial business combination. We have not selected any specific business combination target andwe have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with anybusiness combination target with respect to an initial business combination with us. Although we may acquire abusiness in any industry, we intend to focus our search for a target business in the financial services industry inNorth America. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one shareof common stock and one right to receive one-tenth (1/10) of a share of common stock upon the consummation ofan initial business combination, as described in more detail in this prospectus. We refer to the rights included in theunits as “rights” or the “public rights.” The underwriters have a 45-day option from the date of this prospectus topurchase up to 1,200,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of commonstock (up to an aggregate of 15% for each public stockholder of the shares sold in this offering, as described in moredetail in this prospectus) upon the completion of our initial business combination at a per-share price, payable incash, equal to the aggregate amount then on deposit in the trust account described below as of two business daysprior to the consummation of our initial business combination, including interest earned on the funds held in the trustaccount (which interest shall be net of funds withdrawn for working capital purposes (not to exceed $1,000,000annually) and taxes payable), divided by the number of then outstanding shares of common stock that were sold aspart of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and onthe conditions described herein. If we are unable to complete our initial business combination within 24 monthsfrom the closing of this offering (or such later date as approved by the affirmative vote of the holders of a majorityof the shares of our common stock that are voted at a stockholder meeting held to amend our organizationaldocuments to extend such date, voting together as a single class), we will redeem 100% of the public shares at a pershare price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interestearned on the funds held in the trust account (which interest shall be net of funds withdrawn for working capitalpurposes (not to exceed $1,000,000 annually) and taxes payable, and up to $100,000 of interest to pay dissolutionexpenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditionsas further described herein. Our sponsor (and/or its designees) and Ramnarain Joseph Jaigobind, the Chief Executive Officer of ThinkEquity,the representative of the underwriters, have respectively committed to purchase from us 223,300 units and 25,000units (collectively, the “private units”) at a price of $10.00 per unit, with each unit consisting of one share ofcommon stock (the “private shares”) and one right to receive one-tenth (1/10) of a share of common stock upon theconsummation of an initial business combination (each a “private right”), and the Sponsor has committed topurchase from us an aggregate of 1,000,000 warrants (“$15 Exercise Price Warrants” and, together with the privateunits, the “private placement securities”) at a price of $0.10 per warrant, each exercisable to purchase one share ofcommon stock at $15.00 per share, for an aggregate purchase price of $2,583,000. These purchases will take placeon a private placement basis simultaneously with the consummation of this offering. The $15 Exercise PriceWarrants will become exercisable on the later of 30 days after the completion of our initial business combinationand 12 months from the closing of this offering, and will expire ten years after the completion of our initial businesscombination or earlier upon our liquidation, as described herein. Our initial stockholders currently own an aggregate of 2,300,000 shares of common stock (which were purchasedfor $25,000 and which we refer to as “founder shares”) (up to 300,000 shares of which are subject to forfeituredepending on the extent to which the underwriters’ over-allotment option is exercised). If we are unable to complete our initial business combination within the completion window, or by such earlierliquidation date as our board of directors may approve, the founder shares, private units (and the underlyingsecurities) and the $15 Exercise Price Warrants (and the underlying se