FG Merger II Corp 2026年季度报告

(Mark One) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto 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 reportingcompany, or an 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. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act): Yes☒No☐As of May 14, 2026 there were 10,295,800 shares of Common Stock, par value $0.0001 issued and outstanding. FG MERGER II CORP. Quarterly Report on Form 10-QTABLE OF CONTENTS PagePART I – FINANCIAL INFORMATION1Item 1. Financial Statements1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations15Item 3.Quantitative and Qualitative Disclosures about Market Risk24Item 4. Controls and Procedures24PART II – OTHER INFORMATION25Item 1.Legal Proceedings25Item1A.Risk Factors25Item 2.Unregistered Sales of Equity Securities and Use of Proceeds25Item 3.Defaults Upon Senior Securities26Item 4.Mine Safety Disclosures26Item 5. Other Information26Item 6. Exhibits27SIGNATURES28 PART I - FINANCIAL INFORMATION ITEM1. FINANCIAL STATEMENTS. FG MERGER II CORP.Balance Sheet FG MERGER II CORP.Statement of Operations(Unaudited) FG MERGER II CORP.Statement of Cash Flows(Unaudited) FG Merger II Corp.NOTESTO THE FINANCIAL STATEMENTSMarch 31, 2026 (UNAUDITED) NOTE1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FG Merger II Corp. (the “Company”) is a blank check company incorporated in Nevada on September20, 2023. TheCompany was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization,reorganizationor other similar business combination with one or more businesses or entities(“BusinessCombination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating aBusiness Combination, the Company intends to focus on businesses in the financial services industry. The Company isan early stage and emerging growth company and, as such, the Company is subject to all of the risks associated withearly stage and emerging growth companies. As of March 31, 2026, the Company had not yet commenced any operations. All activity through March 31, 2026relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Companywill not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.The Company will generate nonoperating income in the form of interest income from the proceeds derived from theIPO. The Company has selected December 31 as its fiscal year end. The registration statement of the Company was declared effective on January 28, 2025. On January 30, 2025, theCompany consummated its IPO of 8,000,000 units at $10.00 per unit (the “Units”). Each Unit consist of one share ofcommon stock of the Company, par value $0.0001 per shares (“Public Shares”) and one right to receive one-tenthcommon share (“Public Right”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to theCompany of $80,000,000. Simultaneously with the closing of the IPO, the Company consummated private placement ( “Private Placement”) inwhich i) FG Merger Investors II LLC (the “Sponsor”) and Ramnaraine Jaigobind purchased 223,300 and 25,000private unit ( the “Private Units”) respectively, at a price of $10.00 per Private Unit, generating total proceeds of$2,483,000 and ii) the Sponsor purchased in aggregate of 1,000,000 $15.00 exercise price warrants (the “$15 PrivateWarrants”) at a price of $0.10 per $15 Private Warrant, each exercisable to purchase one shares of common stock at$15.00 per share, for an aggregate purchase price of $100,000. Each Private Unit consists of one common share and one right. right (“Private Unit Right”). Each whole Private UnitRight entitles the holder to convert the right