FG Merger II Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On May 14, 2025, FG Merger II Corp. (the “Company”) entered into a side letter (the “Side Letter”) to its underwriting agreement with the underwriter of its initial public offering (the “Underwriter”) pursuant to which, notwithstanding the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company (the “Continental”) which allows the Company to withdraw up to $1,000,000 per year of the interest earned on the Company’s trust account (or $2,000,000 in aggregate over two years), the Company agreed not to withdraw more than $1,200,000 in aggregate for working capital purposes from the Company’s trust account during the period beginning on the closing of the Company’s initial public offering and ending upon the consummation of the Company’s initial business combination. Continental executed the Side Letter in acknowledgement of the foregoing agreement.
The foregoing description of the Side Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On May 14, 2025, the Company issued the press release attached hereto as Exhibit 99.1, announcing the reduction of the permitted working capital withdrawals from the Company’s trust account.
The information in this Item 7.01 (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Side Letter to the Underwriting Agreement, dated May 14, 2025, between the Company and the Underwriter. | |
| 99.1 | Press release dated May 14, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 14, 2025
FG MERGER II CORP.
| By: | /s/ Hassan R. Baqar | |
| Name: | Hassan R. Baqar | |
| Title: | Chief Financial Officer |