FG Merger II Corp 2024年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404 (b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act): Yes☒No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates on December31, 2024, based upon the closing priceof the ordinary shares on such date as reported on Nasdaq Global Market, was approximately $0. As of February21, 2025 there were10,295,800shares of Common Stock, par value $0.0001, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE FG MERGER II CORP. Annual Report on Form10-KTABLE OF CONTENTS Cautionary NoteRegarding Forward-Looking Statements 1 PARTI–Item1.Business2Item1A.RiskFactors9Item1B.UnresolvedStaffComments9Item1C.Cybersecurity9Item2.Properties10Item3,Legal Proceedings10Item4.Mine Safety Disclosures10PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities10Item6.Selected Financial Data11Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations11Item7A.Quantitative and Qualitative Disclosure about Market Risk16Item8.Financial Statements and Supplementary Data16Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure16Item9A.Controls and Procedures17Item9B.Other Information17Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections17PartIII18Item10 Directors, Executive Officers, and Corporate Governance18Item11.Executive Compensation25Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters26Item13.Certain Relationships and Related Transactions, and Director Independence27Item14.Principal Accountant Fees and ServicesPARTIVItem15.Exhibits and Financial Statement SchedulesF-1SIGNATURES33 References in this report (the “Annual Report”) to “we,” “us” or the “Company” or “FGMC” refer to FG MergerII Corp. References to our “management” or our “management team” refer to our officers and directors, andreferences to the “Sponsor” refer to FG Merger Investors IILLC. Certain information contained in the discussionand analysis set forth below includes forward-looking statements that involve risks and uncertainties Cautionary NoteRegarding Forward-Looking Statements Certain statements in this annual report on Form10-K (this “Form10-K”) may constitute “forward-lookingstatements” for purposes of the federal securities laws. Our forward-looking statements include, but are notlimited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions orstrategiesregarding the future.In addition,any statements that refer to projections,forecasts or othercharacterizations of fu