IPO and Trust Account - FG Merger II Corp. completed its IPO on January 30, 2025, raising gross proceeds of $80,000,000 from the sale of 8,000,000 units at $10.00 per unit[93]. - The Company has placed $80,800,000 from the IPO proceeds into a Trust Account, which will be invested in a money market fund until a Business Combination is completed[98]. - The Company has until January 30, 2027, to complete a Business Combination, or it will cease operations and redeem all outstanding Public Shares[104]. - The Company will provide stockholders the opportunity to redeem Public Shares upon completion of a Business Combination[99]. - The company withdrew $1,200,000 from the Trust Account for working capital purposes as of September 30, 2025[122][146]. - As of September 30, 2025, the Company has estimated $472,539 in income tax expense on the income earned in the Trust Account[152]. - The Company recognizes changes in redemption value immediately and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period[148]. Merger Agreement and Business Combination - The aggregate merger consideration for BOXABL stockholders is $3,500,000,000, consisting of preferred and common shares of FGMC valued at $10 per share[107]. - The Merger Agreement with BOXABL includes customary closing conditions, such as stockholder approval and regulatory compliance[109]. - The Merger Agreement may be terminated if the closing does not occur by March 31, 2026, unless caused by a breach of the agreement[110]. - The Company intends to focus on businesses in the financial services industry for potential Business Combinations[91]. - The Company has not commenced any operations as of September 30, 2025, and will not generate operating revenues until after completing a Business Combination[92]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $77,269, consisting of $847,927 in investment income and $592,583 in general and administrative expenses[115]. - For the nine months ended September 30, 2025, the company reported a net income of $974,654, with $2,250,181 in investment income and $802,988 in general and administrative expenses[116]. - As of September 30, 2025, the company held a cash balance of $578,786 and had no outstanding balance under the promissory note[118][135]. Costs and Agreements - The company incurred deferred offering costs amounting to $1,481,031, which included $750,000 in underwriting fees and $250,000 in advisor fees[145]. - The company has entered into an administrative services agreement with the Sponsor for a monthly fee of $15,000, totaling $135,000 paid as of September 30, 2025[136]. - The company issued an unsecured promissory note of $417,000 to the Sponsor, bearing interest at 12% per year, maturing on January 30, 2026[119][135]. Tax and Financial Reporting - The company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of September 30, 2025[124]. - There were no unrecognized tax benefits as of September 30, 2025, and no amounts accrued for interest and penalties[150]. - The Company operates as one operating segment, with all required financial segment information found in the financial statement[159]. - The fair value of the marketable securities held in the Trust Account is determined using level 1 input[158]. - The Company adopted ASU 2023-07, resulting in disclosure changes only, effective as of January 31, 2025[160]. - The Company utilizes a two-class methodology in calculating earnings per share, with net income from IPO till September 30, 2025, allocated to redeemable and non-redeemable common shares[153]. - The fair value of the Company's financial assets and liabilities approximates the carrying amounts due to their short-term nature[154]. - The Company is subject to income tax examinations by major taxing authorities since inception, with its year-end on December 31[150]. - The Company has established valuation allowances to reduce deferred tax assets to the amount expected to be realized when necessary[149].

Core Viewpoint - Boxabl Inc. and FG Merger II Corp. have signed an amendment to their merger agreement, extending the completion date from December 31, 2025, to March 31, 2026, while continuing to work towards finalizing the merger, which requires shareholder and regulatory approvals [2]. Company Overview Boxabl Inc. - Boxabl is focused on transforming the housing market with modular building systems that provide affordable, high-quality homes quickly. Founded in 2017, the company aims to address housing challenges globally [3]. - The flagship product, Casita, is a 361 square foot studio unit that includes a full kitchen, bathroom, and utilities, and can be set up on-site in less than an hour. Additionally, Boxabl is developing a smaller 120 square foot unit called the Baby Box, designed for simpler setups without foundations [3]. - Future developments include stackable and connectable box models that can create townhomes, multifamily units, or larger single-family homes [3]. FG Merger II Corp. - FG Merger II Corp. is a special purpose acquisition company (SPAC) created to facilitate mergers, share exchanges, and similar business combinations with other entities [4]. Merger Details - The merger between Boxabl and FG Merger II Corp. is expected to continue listing on the Nasdaq Stock Market under the symbol "BXBL" upon completion [2]. - The proposed transaction will be submitted to FGMC shareholders for their consideration, with a registration statement filed with the SEC that includes proxy statements and a prospectus related to the merger [5].

Core Insights - BOXABL Inc. is advancing its modular housing solutions through new contracts with Innovate ADU, including a 51-unit agreement with Grace Bible Church-Rialto and a 20-unit contract with Gateway Christian, highlighting its focus on faith-based development projects [1][2] Company Developments - The total value of BOXABL's closed contracts in the faith-based vertical has reached approximately $7 million for 122 units this year, with significant projects like the Caritas Casitas in Oklahoma City expected to provide affordable housing by October 2025 [2][3] - BOXABL's 361-square-foot Casita units are designed to transform underutilized land into housing communities, addressing the needs of vulnerable populations and enhancing property values for faith-based organizations [3][4] Industry Context - California's SB4 legislation is pivotal, unlocking 171,000 acres of faith-owned land that could support between 342,000 to 500,000 affordable housing units, indicating a substantial market opportunity for BOXABL and similar companies [4] - The Yes In God's Backyard (YIGBY) movement, along with favorable regulations in other states, is expected to further facilitate the development of affordable housing through faith-based organizations [4][5] Marketing and Outreach - BOXABL is launching a nationwide marketing campaign aimed at engaging more faith-based organizations and nonprofits, particularly in states with YIGBY policies, to explore collaboration opportunities [5][6] Financial Position - BOXABL has raised over $230 million from more than 50,000 investors and is preparing for a public listing through a merger with FG Merger II Corp., which will enhance its financial capacity to address the global housing crisis [6]

Core Insights - BOXABL Inc. has made a significant donation of 6,250,000 shares of its stock, valued at approximately $5 million, to Catholic Charities USA, highlighting its commitment to addressing the housing crisis [1][2][3] - The donation aligns with BOXABL's mission to provide affordable and sustainable housing solutions and reflects the personal dedication of Co-Founder and Co-CEO Galiano Tiramani [2][5] - BOXABL is advancing towards a public listing through a merger with FG Merger II Corp., which will create a publicly traded company under the ticker "BXBL" [2][5] Company Overview - BOXABL is focused on revolutionizing the housing industry with factory-built modular homes that emphasize affordability, sustainability, and rapid deployment [5] - The company is valued at $3.5 billion as it approaches its public debut via the SPAC merger [5] - BOXABL's growth strategy includes leveraging patented technology to meet global demand for modular housing solutions [4][5] Donation Details - The donation is a strategic gift intended to enhance the impact of Catholic Charities USA, allowing the organization to benefit from BOXABL's future growth [3][4] - The shares donated are not a sale and do not affect BOXABL's capital structure or merger plans [4] - The donation will be disclosed in upcoming SEC filings, including amendments to the S-4 registration statement [3]

Core Insights - BOXABL Inc. is preparing for a potential merger with FG Merger II Corp., a SPAC, which is expected to facilitate BOXABL's transition to a publicly traded company under the ticker symbol "BXBL" on Nasdaq [1][3]. Company Overview - BOXABL is focused on innovative housing solutions, particularly through modular building systems that aim to provide affordable and high-quality homes rapidly. The flagship product, the Casita, is a 361 square foot studio unit that can be set up in less than an hour [4]. - The company also plans to introduce the Baby Box, a smaller 120 square foot unit designed for simpler setups, and is developing stackable models for larger housing solutions [4]. Merger Process - A video message from co-CEO Paolo Tiramani outlines the merger process, addressing shareholder concerns, the choice of SPAC over a traditional IPO, and the implications for share ownership and transferability [2]. - The filing of the S-4 registration statement with the SEC is a significant step in the merger process, which includes a joint proxy statement and prospectus for shareholders [3][7]. Strategic Timing and Expectations - The video discusses the strategic timing of going public and what shareholders can expect in the coming months, including key filings and the transaction timeline [2]. - The merger is positioned as a means to enhance BOXABL's market presence and operational capabilities in the housing sector [1][4].

Core Insights - BOXABL Inc. has received regulatory approval for deployment in South Carolina, marking a significant step in its merger process with FG Merger Corp. [1] - The company has secured a manufacturing and supply contract with Horizons Getaways to deliver 150 Casita units, with plans for expansion into multiple states [1][2] - The U.S. glamping market, valued at $831.5 million, is projected to grow to $1.5 billion by 2030, with BOXABL positioned to capitalize on this growth through its sustainable and rapidly deployable housing solutions [3] Company Developments - BOXABL's flagship product, the Casita, is a 361-square-foot modular home designed for quick assembly and energy efficiency, aligning with the luxury outdoor experience offered by Horizons Getaways [2] - The partnership will feature luxurious amenities such as spas and clubhouses, enhancing the appeal of the Casitas in scenic locations [2] - The company is advancing through the S-4 registration process for its merger with FG Merger Corp., which is expected to strengthen its market position [3] Market Context - The glamping industry is primarily driven by millennials and Gen Z, who represent over 50% of bookings, indicating a shift towards wellness-focused travel experiences [3] - BOXABL's innovative design reduces construction waste by 90% and installation time significantly, addressing key challenges in the high-margin glamping sector [3]

Core Viewpoint - Boxabl Inc. is moving forward with its merger with FG Merger II Corp, aiming to become a publicly traded company, which is expected to enhance its market growth and value creation for customers and investors [4][7]. Company Overview - Boxabl is focused on innovative housing solutions, particularly through modular building systems that provide affordable and high-quality homes quickly [5]. - The flagship product, Casita, is a 361 square foot studio unit that can be set up in less than an hour [5]. - Boxabl is also developing smaller units like the Baby Box and plans for stackable models to create larger living spaces [5]. Merger Details - The merger values Boxabl at approximately $3.5 billion, with FG Merger II Corp. expected to issue 350 million shares to Boxabl stockholders [7][8]. - The combined company will trade on Nasdaq under the ticker "BXBL" after the merger [7]. - Completion of the merger is contingent upon SEC approval and stockholder votes from both companies [3][10]. Strategic Leadership - Boxabl's founders, Paolo and Galiano Tiramani, will continue to lead the combined entity post-merger [4]. - The leadership emphasizes that going public will facilitate the acceleration of their mission to deliver affordable housing solutions [4]. Regulatory Process - A registration statement on Form S-4 has been filed with the SEC, which includes a preliminary joint proxy statement and prospectus for stockholders [10]. - Stockholders are encouraged to review the registration statement for detailed information regarding the merger [3][10].

Core Insights - Boxabl Inc. has acquired 10 Bitcoin as part of its treasury reserve strategy, which was first announced in May 2025, highlighting the company's commitment to diversifying its financial reserves [1][2] - The purchase of Bitcoin is aimed at hedging against inflation, diversifying the portfolio, and preserving long-term value, with the 10 BTC acquired at an average price of approximately $107,800 each [2] - Boxabl is in the process of merging with FG Merger II Corp., which will allow it to become a publicly traded company on Nasdaq with a valuation of approximately $3.5 billion [3] Financial Position - The company has raised over $230 million from more than 50,000 investors, strengthening its financial foundation for long-term growth [3][4] - The integration of Bitcoin into its treasury reflects a forward-thinking financial strategy, reinforcing confidence in Bitcoin's long-term value [3] Operational Goals - Boxabl aims to balance traditional assets with innovative investments, including Bitcoin, to support its operational goals, particularly in producing its flagship Casita modular home and expanding into new markets [3] - The company's patented technology focuses on affordability, sustainability, and scalability in the housing industry [4]

Core Viewpoint - Boxabl Inc. has signed a definitive merger agreement with FG Merger II Corp, marking a significant step towards becoming a publicly listed company on Nasdaq under the symbol "BXBL" [1][6] Company Overview - Boxabl is focused on transforming the housing market with modular building systems aimed at delivering affordable, high-quality homes quickly. Its flagship product, the Casita, is a 361 square foot studio unit that can be set up in less than an hour [5] - The company has raised over $230 million from over 50,000 investors, indicating strong interest in its innovative housing solutions [1][5] Merger Details - The merger will involve FG Merger II Corp issuing 350 million shares to Boxabl, valuing the company at $3.5 billion. Existing shareholders of Boxabl will roll 100% of their equity into the combined entity [7] - The transaction does not include a minimum cash condition, which may facilitate a smoother merger process [7] Leadership and Future Plans - Boxabl will continue to be led by its founders and Co-CEOs, Paolo and Galiano Tiramani, post-merger. The merger is expected to enhance Boxabl's production capabilities and allow for increased investment in research and development [2][7] - The partnership with FG Merger II Corp is seen as a strategic move to access greater capital and expand Boxabl's platform for delivering affordable housing solutions at scale [2]

[PART I – FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This part presents the unaudited financial statements, management's discussion, market risk disclosures, and controls and procedures for the company [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited financial statements for FG Merger II Corp. as of June 30, 2025, including balance sheet, operations, equity changes, cash flows, and detailed explanatory notes [Balance Sheet](index=3&type=section&id=Balance%20Sheet) This table provides a snapshot of the company's assets, liabilities, and stockholders' equity at specific reporting dates | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :-------------------------- | :-------------------------- | :-------------------------- | | Cash | $517,813 | $46,285 | | Cash held in trust account | $81,628,583 | — | | Total Assets | $82,295,308 | $169,035 | | Total Liabilities | $298,486 | $171,667 | | Total Stockholders' Equity | $368,239 | $(2,632) | [Statement of Operations](index=4&type=section&id=Statement%20of%20Operations) This table details the company's revenues, expenses, and net income or loss over specific reporting periods | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $897,385 | $(2,182) | | Investment income on trust account | $1,402,254 | — | | Basic income per share, redeemable shares | $0.207 | $(0.001) | | Diluted income per share, redeemable shares | $0.186 | — | | Basic loss per non-redeemable share | $(0.211) | $(0.001) | | Basic and diluted loss per non-redeemable share | $(0.199) | $(0.0010) | | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | | Net income (loss) | $582,035 | $(885) | | Investment income on trust account | $842,499 | — | | Basic income per share, redeemable shares | $0.071 | $(0.0004) | | Diluted income per share, redeemable shares | $0.065 | — | | Basic loss per non-redeemable share | $0.005 | $(0.0004) | | Basic and diluted loss per non-redeemable share | $0.005 | $(0.0004) | [Statement of Changes in Stockholders' Equity](index=5&type=section&id=Statement%20of%20Changes%20in%20Stockholders%27%20Equity) This table outlines the changes in the company's equity components, including common stock, additional paid-in capital, and accumulated deficit | Event | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | | :------------------------------------------------ | :-------------------- | :------------------ | :------------------------- | :-------------------- | :------------------------- | | Balance at December 31, 2024 (audited) | 2,300,000 | $230 | $26,436 | $(29,298) | $(2,632) | | Sale of 8,000,000 units in IPO | 8,000,000 | $800 | $79,999,200 | — | $80,000,000 | | Sale of 248,300 units in private placement | 248,300 | $24 | $2,482,976 | — | $2,483,000 | | Sale of 1,000,000 $15 strike warrants in private placement | — | — | $100,000 | — | $100,000 | | Net Income (March 31, 2025) | — | — | — | $315,350 | $315,350 | | Net Income (June 30, 2025) | — | — | — | $582,035 | $582,035 | | Balance at June 30, 2025 | 10,295,800 | $259 | — | $367,980 | $368,239 | [Statement of Cash Flows](index=6&type=section&id=Statement%20of%20Cash%20Flows) This table summarizes the cash inflows and outflows from operating, investing, and financing activities over specific periods | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $1,006,963 | $(1,503) | | Net cash used in investing activities | $(81,628,583) | — | | Net cash provided by financing activities | $81,093,148 | — | | Net increase in cash | $471,528 | $(1,503) | | Cash at end of period | $517,813 | $54,745 | [NOTES TO THE FINANCIAL STATEMENTS](index=7&type=section&id=NOTES%20TO%20THE%20FINANCIAL%20STATEMENTS) This section provides detailed explanations and additional information supporting the financial statements [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=7&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note describes the company's formation, purpose, IPO, private placement, and trust account details - FG Merger II Corp. is a blank check company incorporated on September 20, 2023, for the purpose of a business combination, primarily focusing on the financial services industry[19](index=19&type=chunk)[20](index=20&type=chunk) - The company consummated its IPO on January 30, 2025, selling **8,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$80,000,000**[22](index=22&type=chunk) - Simultaneously, a private placement generated **$2,483,000** from private units and **$100,000** from **$15 private warrants**[23](index=23&type=chunk) - An amount of **$80,800,000** (**$10.10 per Unit**) from the IPO and private placement proceeds was placed in a trust account, invested in a money market fund[27](index=27&type=chunk) - The company has **24 months** from the IPO closing to complete a Business Combination, otherwise, it will redeem **100%** of outstanding Public Shares[34](index=34&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles and methods used in preparing the financial statements - The financial statements are presented in U.S. Dollars in conformity with GAAP and SEC rules[36](index=36&type=chunk) - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[37](index=37&type=chunk)[38](index=38&type=chunk) - As of June 30, 2025, assets in the Trust Account were primarily invested in a money market fund focused on U.S. Treasury obligations. The company withdrew **$573,671** of interest income for working capital during the six months ended June 30, 2025[41](index=41&type=chunk) - Deferred offering costs of **$1,481,032** (including **$750,000** underwriting fee and **$250,000** advisor fee) were charged to shareholders' equity upon IPO completion[42](index=42&type=chunk) - Common stock subject to possible redemption is classified as temporary equity at redemption value, with changes recognized immediately[43](index=43&type=chunk)[44](index=44&type=chunk) - The company estimated **$294,474** in income tax expense on income earned in the Trust Account as of June 30, 2025[47](index=47&type=chunk) - The company operates as one operating segment and adopted ASU 2023-07 (Segment Reporting) on January 31, 2025, resulting in disclosure changes only[55](index=55&type=chunk)[56](index=56&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=17&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the terms and proceeds of the company's initial public offering - On January 30, 2025, the company consummated its IPO, selling **8,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$80,000,000**[57](index=57&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the concurrent private placement of units and warrants - Simultaneously with the IPO, the Sponsor and Ramnaraine Jaigobind purchased **248,300 private units** at **$10.00 each**, generating **$2,483,000**[58](index=58&type=chunk) - The Sponsor also purchased **1,000,000 $15 Private Warrants** at **$0.10 each**, for an aggregate purchase price of **$100,000**[58](index=58&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=17&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note discloses transactions and agreements between the company and its related parties - Initially, **2,156,250 Founder Shares** were issued to the Sponsor for **$25,000**. Due to the underwriters' over-allotment option termination, **300,000 Founder Shares** were forfeited, leaving **2,000,000** outstanding as of June 30, 2025[59](index=59&type=chunk)[61](index=61&type=chunk) - The company had two promissory notes with the Sponsor: an initial **$125,000** note and an unsecured **$417,000** note (bearing **12% interest**). Both notes were fully repaid by April 1, 2025, with no outstanding balance as of June 30, 2025[63](index=63&type=chunk)[64](index=64&type=chunk) - An administrative services agreement with the Sponsor entails a monthly fee of **$15,000**, with **$90,000** paid as of June 30, 2025[65](index=65&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=19&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's contractual obligations and potential future liabilities - Holders of Founder Shares, Private Units, and **$15 Private Warrants** are entitled to registration rights, with the company bearing filing expenses[67](index=67&type=chunk) - The underwriters' over-allotment option for **1,200,000 units** was terminated on February 5, 2025[68](index=68&type=chunk) - A **$750,000** underwriting discount was paid at IPO closing, and **3.5%** deferred underwriting commissions are due upon Business Combination completion[69](index=69&type=chunk)[70](index=70&type=chunk) - The financial advisor received **$250,000** and **25,000 Advisor Units** at IPO closing[71](index=71&type=chunk) [NOTE 7. STOCKHOLDERS' EQUITY](index=21&type=section&id=NOTE%207.%20STOCKHOLDERS%27%20EQUITY) This note provides details on the company's common shares, rights, and warrants outstanding - As of June 30, 2025, there were **2,295,800 common shares** outstanding (excluding **8,000,000 redeemable shares**)[73](index=73&type=chunk) - Total rights outstanding were **829,580**, including **800,000 Public Rights**[73](index=73&type=chunk) - There are **1,000,000 $15 Private Warrants** outstanding, exercisable at **$15.00 per share** for **10 years** from the Business Combination date[74](index=74&type=chunk) [NOTE 8. SUBSEQUENT EVENTS](index=21&type=section&id=NOTE%208.%20SUBSEQUENT%20EVENTS) This note reports significant events that occurred after the balance sheet date - On July 21, 2025, the company made a final withdrawal of **$626,329** from the Trust Account for working capital purposes, bringing the aggregate withdrawal to **$1,200,000**[76](index=76&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of the company's financial condition, operational results, liquidity, and critical accounting policies [Overview](index=22&type=section&id=Overview) This section introduces the company's nature as a blank check entity and its operational status - FG Merger II Corp. is a blank check company formed on September 20, 2023, to pursue a business combination, with an intended focus on the financial services industry[79](index=79&type=chunk)[80](index=80&type=chunk) - As of June 30, 2025, the company had not commenced operations and generates non-operating income from interest on IPO proceeds held in a trust account[81](index=81&type=chunk) [Recent Developments](index=22&type=section&id=Recent%20Developments) This section highlights the company's recent IPO, private placement, and trust account funding activities - The company consummated its IPO on January 30, 2025, selling **8,000,000 units** at **$10.00 per unit**, generating **$80,000,000** in gross proceeds[82](index=82&type=chunk) - A concurrent private placement generated **$2,483,000** from private units and **$100,000** from **$15 private warrants**[83](index=83&type=chunk)[84](index=84&type=chunk) - **$80,800,000** from the IPO and private placement was placed in a trust account, to be used for a business combination within **24 months**[88](index=88&type=chunk)[94](index=94&type=chunk) - The Business Combination must have a fair market value of at least **80%** of the net assets in the Trust Account[87](index=87&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, focusing on income and expenses over specific periods - The company reported net income for the three and six months ended June 30, 2025, primarily from investment income in the Trust Account, contrasting with net losses in the prior year[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :---------------------------------- | :------------------------------- | :----------------------------- | | Net income | $582,035 | $897,385 | | Investment income on Trust Account | $842,499 | $1,402,254 | | General and administrative expenses | $83,539 | $210,395 | | Income tax expense | $176,925 | $294,474 | | Metric | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :----------------------------- | | Net loss | $(885) | $(2,182) | | General and administrative expenses | $885 | $2,182 | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, sources of liquidity, and capital management - As of June 30, 2025, the company had a cash balance of **$517,813**[100](index=100&type=chunk) - Liquidity was primarily provided by the **$80,000,000** IPO proceeds and **$2,583,000** from private placements, with **$80,800,000** placed in the Trust Account and approximately **$2,200,000** retained for working capital[102](index=102&type=chunk)[103](index=103&type=chunk) - The company withdrew **$573,671** from the Trust Account for working capital as of June 2025, with a total withdrawal limit of **$1,200,000**[104](index=104&type=chunk) - Promissory notes from the Sponsor totaling **$125,000** and **$417,000** were fully repaid by June 30, 2025[100](index=100&type=chunk)[101](index=101&type=chunk) [Off-Balance Sheet Arrangement](index=27&type=section&id=Off-Balance%20Sheet%20Arrangement) This section addresses any off-balance sheet financial commitments or arrangements - The company had no off-balance sheet arrangements as of June 30, 2025[106](index=106&type=chunk) [Contractual Obligations](index=27&type=section&id=Contractual%20Obligations) This section details the company's commitments arising from various agreements and arrangements - The company is obligated to bear expenses for registration rights of Founder Shares, Private Units, and **$15 Private Warrants** holders[107](index=107&type=chunk) - The underwriters' over-allotment option was terminated on February 5, 2025. A **$750,000** underwriting discount was paid at IPO closing, with **3.5%** deferred underwriting commissions due upon Business Combination completion[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) - The financial advisor received **$250,000** and **25,000 Advisor Units** at IPO closing[111](index=111&type=chunk) [Related Party Transactions](index=29&type=section&id=Related%20Party%20Transactions) This section describes transactions between the company and its affiliates or key personnel - Initial Founder Shares issued to the Sponsor totaled **2,156,250**, with **300,000 shares** forfeited due to the underwriters' over-allotment option termination, resulting in **2,000,000 Founder Shares** outstanding as of June 30, 2025[112](index=112&type=chunk)[114](index=114&type=chunk) - Two promissory notes from the Sponsor, for **$125,000** and **$417,000**, were fully repaid by April 1, 2025[116](index=116&type=chunk)[117](index=117&type=chunk) - The company has an administrative services agreement with the Sponsor for a monthly fee of **$15,000**, with **$90,000** paid as of June 30, 2025[118](index=118&type=chunk) [Critical Accounting Policies](index=31&type=section&id=Critical%20Accounting%20Policies) This section explains the significant accounting policies and estimates used in financial reporting - The financial statements adhere to GAAP and SEC rules, and the company, as an emerging growth company, utilizes the extended transition period for new accounting standards[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) - Deferred offering costs of **$1,481,031** were charged to shareholders' equity upon IPO completion[127](index=127&type=chunk) - Marketable securities in the Trust Account are primarily invested in U.S. Treasury obligation money market funds, with **$573,671** withdrawn for working capital by June 30, 2025[128](index=128&type=chunk) - Common stock subject to possible redemption is classified as temporary equity, and income tax expense of **$294,474** was estimated on Trust Account income as of June 30, 2025[129](index=129&type=chunk)[133](index=133&type=chunk) - The company uses a two-class methodology for earnings per share calculation and determines the fair value of marketable securities in the Trust Account using Level 1 inputs[134](index=134&type=chunk)[139](index=139&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, FG Merger II Corp. is exempt from providing quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[142](index=142&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures and reports on any changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=35&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section reports on the effectiveness of the company's disclosure controls and procedures - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[144](index=144&type=chunk) [Changes in Internal Control Over Financial Reporting](index=35&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section addresses any material changes in the company's internal control over financial reporting - There were no material changes in the company's internal control over financial reporting during the three months ended June 30, 2025[145](index=145&type=chunk) [PART II – OTHER INFORMATION](index=36&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This part includes disclosures on legal proceedings, equity sales, and other miscellaneous information relevant to the company [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - The company has no legal proceedings[147](index=147&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, FG Merger II Corp. is not required to provide risk factor disclosures - The company is a smaller reporting company and is not required to provide risk factor information[148](index=148&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered equity sales, including Founder Shares and private placements, and the use of IPO proceeds - Initially, **2,156,250 Founder Shares** were issued to the Sponsor for **$25,000**. Following the termination of the underwriters' over-allotment option, **300,000 Founder Shares** were forfeited, leaving **2,000,000** outstanding as of June 30, 2025[149](index=149&type=chunk)[151](index=151&type=chunk) - The IPO on January 30, 2025, generated gross proceeds of **$80,000,000** from the sale of **8,000,000 units**[152](index=152&type=chunk) - A private placement concurrent with the IPO generated **$2,483,000** from private units and **$100,000** from **$15 private warrants**[153](index=153&type=chunk) - **$80,800,000** from the IPO and private placement was placed in the Trust Account. The company paid **$750,000** in underwriting fees, **$250,000** in advisor fees, and approximately **$482,000** for other IPO-related costs[155](index=155&type=chunk)[156](index=156&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - The company has no defaults upon senior securities[157](index=157&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable to the company[158](index=158&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) The company reported no other information - The company has no other information to report under this item[159](index=159&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report, including various certifications and XBRL documents - Exhibits include certifications from the Principal Executive Officer and Principal Financial Officer (**31.1, 31.2, 32.1*, 32.2***)[161](index=161&type=chunk) - XBRL documents (Instance, Taxonomy Extension Calculation, Schema, Definition, Labels, Presentation Linkbase Documents) are filed[161](index=161&type=chunk) - A Cover Page Interactive Data File (formatted as Inline XBRL) is included[161](index=161&type=chunk) [SIGNATURES](index=40&type=section&id=SIGNATURES) This section includes the official signatures certifying the accuracy of the report - The report was signed on July 25, 2025, by Hassan R. Baqar, Chief Financial Officer[164](index=164&type=chunk)