Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 Commission File No. 001-42493 FG MERGER II CORP. (Exact name of registrant as specified in its charter) | Nevada | 86-2579471 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 104 S ...

Accessibility StatementSkip Navigation LAS VEGAS and ITASCA, Ill., Sept. 18, 2025 /PRNewswire/ -- Boxabl Inc. ("BOXABL"), a leader in innovative housing solutions, and FG Merger II Corp. (Nasdaq: FGMC, FGMCR, FGMCU) ("FGMC"), a publicly traded special purpose acquisition company, today announced the filing with the United States Securities and Exchange Commission (the "SEC") of a registration statement on Form S-4 (the "Registration Statement") in connection with the previously announced merger of the two ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) FG Merger II Corp.'s unaudited financial statements for June 30, 2025, including balance sheet, operations, equity, cash flows, and detailed accounting notes [Balance Sheet](index=3&type=section&id=Balance%20Sheet) Balance Sheet Highlights (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :----------------------- | :-------------------------- | :-------------------------- | | **ASSETS** | | | | Cash | $517,813 | $46,285 | | Cash held in trust account | $81,628,583 | — | | Total Assets | $82,295,308 | $169,035 | | **LIABILITIES** | | | | Total Liabilities | $298,486 | $171,667 | | **STOCKHOLDERS' EQUITY** | | | | Total Stockholders' Equity | $368,239 | $(2,632) | [Statement of Operations](index=4&type=section&id=Statement%20of%20Operations) Statement of Operations Highlights | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | :------------------------------- | :------------------------------- | | General and administrative expenses | $210,395 | $2,182 | $83,539 | $885 | | Investment income on trust account | $1,402,254 | — | $842,499 | — | | Income tax expense | $294,474 | — | $176,925 | — | | Net income (loss) | $897,385 | $(2,182) | $582,035 | $(885) | | Basic income per share, redeemable shares | $0.207 | $(0.001) | $0.071 | $(0.0004) | [Statement of Changes in Stockholders' Equity](index=5&type=section&id=Statement%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' Equity Changes (December 31, 2024 to June 30, 2025) | Item | Amount (USD) | | :------------------------------------------ | :----------- | | Balance at December 31, 2024 (audited) | $(2,632) | | Sale of 8,000,000 units in IPO | $80,000,000 | | Sale of 248,300 units in private placement | $2,483,000 | | Sale of 1,000,000 $15 strike warrants | $100,000 | | Reclassification of offering costs | $(1,481,032) | | Common shares subject to possible redemption | $(80,800,000)| | Net Income (March 31, 2025) | $315,350 | | Net Income (June 30, 2025) | $582,035 | | Balance at June 30, 2025 | $368,239 | [Statement of Cash Flows](index=6&type=section&id=Statement%20of%20Cash%20Flows) Cash Flow Highlights (Six Months Ended June 30) | Metric | 2025 (Unaudited) | 2024 (Unaudited) | | :------------------------------------ | :--------------- | :--------------- | | 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) Detailed explanations and disclosures for the financial statements cover the company's blank check nature, accounting policies, IPO, related party transactions, and equity [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=7&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) - 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) - As of June 30, 2025, the Company had not commenced operations, with all activities related to its formation and the initial public offering (IPO)[21](index=21&type=chunk) - The IPO was consummated on January 30, 2025, raising **$80,000,000 gross proceeds** from the sale of **8,000,000 units** at **$10.00 per unit**[22](index=22&type=chunk) - A simultaneous private placement generated an additional **$2,483,000** from private units and **$100,000** from **$15 private warrants**[23](index=23&type=chunk) - Following the IPO, **$80,800,000** was placed in a trust account, to be held until a Business Combination or distribution to stockholders[27](index=27&type=chunk) - The Company has **24 months** from the IPO closing to complete a Business Combination; otherwise, public shares will be redeemed[34](index=34&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - 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) - 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) - As of June 30, 2025, the Company estimated **$294,474 in income tax expense** on income earned in the Trust Account[47](index=47&type=chunk) - The Company uses a **two-class methodology** for calculating earnings per share, distinguishing between redeemable and non-redeemable common shares[48](index=48&type=chunk) - Marketable securities held in the Trust Account are invested in a money market fund focused on U.S. Treasury obligations and are valued using **Level 1 input**[41](index=41&type=chunk)[54](index=54&type=chunk) - The Company operates as **one operating segment** and adopted ASU 2023-07 (Segment Reporting) as of 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) - On January 30, 2025, the Company completed 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) - Simultaneously with the IPO, a private placement occurred where the Sponsor and Ramnaraine Jaigobind purchased private units for **$2,483,000**[58](index=58&type=chunk) - The Sponsor also purchased **1,000,000 $15 Private Warrants** for an aggregate price of **$100,000**[58](index=58&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=17&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) - Initial Founder Shares of **2,156,250** were issued to the Sponsor for **$25,000** on October 6, 2023, with some later transferred to management and directors[59](index=59&type=chunk) - A dividend on August 21, 2024, increased Founder Shares to **2,300,000**, but **300,000 Founder Shares** were forfeited by the Sponsor on February 5, 2025, due to the underwriters' over-allotment option termination, leaving **2,000,000 outstanding** as of June 30, 2025[60](index=60&type=chunk)[61](index=61&type=chunk) - Two promissory notes from the Sponsor, totaling **$125,000** and **$417,000**, were fully repaid by April 1, 2025[63](index=63&type=chunk)[64](index=64&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[65](index=65&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=19&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) - 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, leading to the Sponsor forfeiting **300,000 Founder Shares**[68](index=68&type=chunk) - Underwriters received a **$750,000 discount** at IPO closing and **40,000 private units** for **$100**, with deferred underwriting commissions of **3.5% of gross IPO proceeds** payable upon Business Combination[69](index=69&type=chunk)[70](index=70&type=chunk) - The financial advisor was paid **$250,000** and issued **25,000 Advisor Units** at IPO closing[71](index=71&type=chunk) [NOTE 7. STOCKHOLDERS' EQUITY](index=21&type=section&id=NOTE%207.%20STOCKHOLDERS'%20EQUITY) - As of June 30, 2025, there were **2,295,800 common shares outstanding** (excluding 8,000,000 shares subject to possible redemption) and **829,580 total rights outstanding**, with each Public Right entitling the holder to **one-tenth common share**[73](index=73&type=chunk) - The Company has **1,000,000 $15 Private Warrants outstanding**, exercisable at **$15.00 per share** for **10 years** from the Business Combination date, which are non-redeemable and may be exercised on a cashless basis[74](index=74&type=chunk) - These warrants will expire worthless if a Business Combination is not completed within the Combination Period[75](index=75&type=chunk) [NOTE 8. SUBSEQUENT EVENTS](index=21&type=section&id=NOTE%208.%20SUBSEQUENT%20EVENTS) - On July 21, 2025, the Company withdrew **$626,329** from the Trust Account income for working capital, bringing the total aggregate withdrawal for this purpose to **$1,200,000**, which is the final withdrawal[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's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operations, covering its blank check status, IPO, operating results, liquidity, and critical accounting policies [Overview](index=22&type=section&id=Overview) - FG Merger II Corp. is a **blank check company** formed on September 20, 2023, to effect 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, with activities limited to formation and its IPO, and expects to generate non-operating income from interest on IPO proceeds[81](index=81&type=chunk) [Recent Developments](index=22&type=section&id=Recent%20Developments) - The Company's registration statement became effective on January 28, 2025, and its IPO was consummated on January 30, 2025, raising **$80,000,000 gross proceeds** from **8,000,000 units** at **$10.00 per unit**[82](index=82&type=chunk) - A private placement closed simultaneously with the IPO, generating **$2,483,000** from private units and **$100,000** from **$15 private warrants**[83](index=83&type=chunk)[84](index=84&type=chunk) - Following the IPO, **$80,800,000** was placed in a trust account, and the Company has **24 months** from the IPO closing to complete a Business Combination[88](index=88&type=chunk)[94](index=94&type=chunk) - The Sponsor has agreed to be liable for claims that reduce the Trust Account below **$10.10 per share**, with certain exceptions[95](index=95&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) - The Company has not generated operating revenues to date, with activities focused on organizational efforts, the IPO, and identifying a Business Combination target[96](index=96&type=chunk) - Non-operating income is generated from interest on marketable securities held in the Trust Account[96](index=96&type=chunk) Net Income (Loss) Comparison | Period | Net Income (Loss) 2025 | Net Income (Loss) 2024 | | :----------------------------- | :--------------------- | :--------------------- | | Three Months Ended June 30 | $582,035 | $(885) | | Six Months Ended June 30 | $897,385 | $(2,182) | - The significant increase in net income for 2025 is primarily due to investment income earned in the Trust Account (**$1,402,254 for six months**, **$842,499 for three months**), offset by general and administrative expenses and income tax expense[97](index=97&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, the Company held a cash balance of **$517,813**[100](index=100&type=chunk) - Liquidity prior to the IPO was met through **$25,000** from Founder Shares and a **$125,000 promissory note** from the Sponsor, which was fully repaid by April 1, 2025[100](index=100&type=chunk)[101](index=101&type=chunk) - The IPO generated **$80,000,000 gross proceeds**, and private placements added **$2,483,000** and **$100,000**[102](index=102&type=chunk) - **$80,800,000** was placed in the Trust Account, with approximately **$2,200,000** retained for working capital and IPO expenses[103](index=103&type=chunk) - The Company withdrew **$573,671** from Trust Account interest for working capital as of June 2025, with a total withdrawal limit of **$1,200,000**[104](index=104&type=chunk) - Management believes current funds are sufficient for operations but acknowledges potential for insufficient funds if Business Combination costs exceed estimates[106](index=106&type=chunk) [Off-Balance Sheet Arrangement](index=27&type=section&id=Off-Balance%20Sheet%20Arrangement) - The Company has no off-balance sheet obligations, assets, or liabilities as of June 30, 2025[106](index=106&type=chunk) [Contractual Obligations](index=27&type=section&id=Contractual%20Obligations) - The Company is obligated to bear expenses for registration statements for holders of Founder Shares, Private Units, and $15 Private Warrants[107](index=107&type=chunk) - The underwriters' over-allotment option was terminated, leading to the Sponsor forfeiting **300,000 Founder Shares**[108](index=108&type=chunk) - Underwriters received a **$750,000 discount** at IPO closing and **40,000 private units**, with deferred underwriting commissions of **3.5% of gross IPO proceeds** payable upon Business Combination[109](index=109&type=chunk)[110](index=110&type=chunk) - The financial advisor was paid **$250,000** and issued **25,000 Advisor Units** at IPO closing[111](index=111&type=chunk) [Related Party Transactions](index=29&type=section&id=Related%20Party%20Transactions_MD%26A) - Founder Shares were initially issued to the Sponsor and subsequently adjusted due to a dividend and forfeiture following the termination of the underwriters' over-allotment option, resulting in **2,000,000 Founder Shares outstanding** as of June 30, 2025, subject to transfer restrictions[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - Two promissory notes from the Sponsor, totaling **$125,000** and **$417,000**, were fully repaid by April 1, 2025[116](index=116&type=chunk)[117](index=117&type=chunk) - The Company pays the Sponsor a monthly fee of **$15,000** for administrative services, 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) - The financial statements are prepared in conformity with GAAP and SEC rules, and the Company, as an '**emerging growth company**,' has elected the extended transition period for new accounting standards[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) - Management's preparation of financial statements involves significant judgments and estimates, which could differ from actual results[124](index=124&type=chunk)[125](index=125&type=chunk) - Deferred offering costs are charged to stockholders' equity upon IPO completion, and marketable securities in the Trust Account are primarily invested in U.S. Treasury obligation money market funds, valued using **Level 1 input**[127](index=127&type=chunk)[128](index=128&type=chunk)[139](index=139&type=chunk) - Common stock subject to possible redemption is classified as **temporary equity** at redemption value, with changes recognized immediately, and the Company uses a **two-class methodology** for EPS calculation[129](index=129&type=chunk)[130](index=130&type=chunk)[134](index=134&type=chunk) - The Company follows ASC Topic 740 for income taxes, estimating **$294,474 in income tax expense** on Trust Account income as of June 30, 2025[131](index=131&type=chunk)[133](index=133&type=chunk) - The Company operates as **one operating segment**, with fair values of financial instruments approximating carrying amounts due to their short-term nature[135](index=135&type=chunk)[140](index=140&type=chunk) [Recently issued accounting standard](index=35&type=section&id=Recently%20issued%20accounting%20standard) - The Company adopted ASU 2023-07, 'Segment Reporting,' as of January 31, 2025, which resulted in disclosure changes only, primarily for entities with a single reportable segment[141](index=141&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 not required to provide 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 company's disclosure controls and procedures, confirming their effectiveness as of June 30, 2025, and reporting no material changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=35&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's disclosure controls and procedures as of June 30, 2025, and concluded they were **effective**[144](index=144&type=chunk) [Changes in Internal Control Over Financial Reporting](index=35&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) - 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 [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - The Company is not involved in any 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 under this item - As a **smaller reporting company**, the Company 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) Details on unregistered equity sales, including Founder Shares, IPO, private placement, and the use of proceeds are provided - Founder Shares were issued to the Sponsor on October 6, 2023, and subsequently adjusted due to a dividend and forfeiture, resulting in **2,000,000 Founder Shares outstanding** as of June 30, 2025[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) - The IPO, consummated on January 30, 2025, generated **$80,000,000 gross proceeds** from the sale of **8,000,000 units**[152](index=152&type=chunk) - A private placement simultaneously 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 proceeds were placed in the Trust Account[155](index=155&type=chunk) - The Company paid **$750,000** in underwriting fees, **$250,000** in advisor fees, and approximately **$482,000** for other IPO-related costs[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 - There were 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 - This item is 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 - No other information was reported[159](index=159&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report, including certifications, XBRL documents, and interactive data files - The exhibits include certifications from the Principal Executive Officer and Principal Financial Officer (31.1, 31.2, 32.1*, 32.2*), various XBRL Taxonomy Extension Documents, and the Cover Page Interactive Data File[161](index=161&type=chunk) [SIGNATURES](index=40&type=section&id=SIGNATURES) The report is duly signed on behalf of FG MERGER II CORP. by Hassan R. Baqar, Chief Financial Officer, on July 25, 2025 - The report was signed by Hassan R. Baqar, Chief Financial Officer, on July 25, 2025[164](index=164&type=chunk)

IPO and Financial Overview - The Company completed its IPO on January 30, 2025, selling 8,000,000 units at $10.00 per unit, generating gross proceeds of $80,000,000[84]. - The Company reported a net income of $315,350 for the three months ended March 31, 2025, consisting of $559,755 in investment income and $126,856 in general and administrative expenses[101]. - The Company incurred $117,549 in income tax expense for the three months ended March 31, 2025[101]. - The company incurred deferred offering costs amounting to $1,481,031, which includes $750,000 in underwriting fees and $250,000 in advisor fees, charged to shareholders' equity upon IPO completion[131]. - The underwriters were paid an underwriting discount of $750,000 at IPO closing, and they received 40,000 private units for a nominal price of $100[111][112]. Trust Account and Cash Management - As of March 31, 2025, the Company held a cash balance of $550,056 and had an outstanding promissory note balance of $160,000[102][103]. - The Company placed $80,800,000 from the IPO proceeds into a Trust Account, with $10.10 per unit allocated[90][105]. - The Company has withdrawn $261,935 from the Trust Account for working capital needs as of March 31, 2025[106]. - As of March 31, 2025, the company had no cash equivalents and all assets in the Trust Account were invested in a money market fund focused on U.S. Treasury obligations[130][132]. - The company has estimated $117,549 in income tax expense on income earned in the Trust Account as of March 31, 2025[138]. Business Combination and Strategy - The Company intends to focus on businesses in the financial services industry for potential Business Combinations[82]. - The Company has until 24 months from the IPO closing to complete a Business Combination, or it will redeem 100% of outstanding Public Shares[98]. - The Company will only complete a Business Combination if the post-Business Combination entity owns or acquires 50% or more of the target's outstanding voting securities[89]. Loans and Financial Obligations - The Sponsor and affiliates may provide Working Capital Loans as needed for transaction costs, but no such loans were outstanding as of March 31, 2025[107]. - As of March 31, 2025, the company had $125,000 outstanding under promissory notes issued to the Sponsor, with a total borrowing capacity of $150,000[119]. - The company has agreed to pay the Sponsor a monthly fee of $15,000 under an administrative services agreement, totaling $45,000 paid as of March 31, 2025[121]. Shareholder and Equity Information - The company issued a dividend of approximately 0.066 Founder Shares for every issued and outstanding Founder Share, increasing the total to 2,300,000 Founder Shares[116]. - The company recognizes changes in redemption value of common stock subject to possible redemption immediately as they occur, adjusting the carrying value to equal the redemption value at the end of each reporting period[135]. - The company has no off-balance sheet arrangements as of March 31, 2025[108]. - The company is classified as an "emerging growth company" and has elected not to opt out of the extended transition period for new or revised financial accounting standards[126][127].

Financial Performance - The Company reported a net loss of $25,850 for the year ended December 31, 2024, primarily due to $23,000 in audit-related expenses and other general and administrative expenses[89]. - The Company had 2,300,000 founder shares outstanding as of December 31, 2024, impacting net loss per share calculations[111]. - There was no provision for income taxes for the year ended December 31, 2024[110]. Liquidity and Capital Structure - As of December 31, 2024, the Company held a cash balance of $46,285, with liquidity needs satisfied through $25,000 proceeds from the Sponsor and a $125,000 loan from the Sponsor[90]. - The Company issued a promissory note allowing borrowing up to $150,000, with $125,000 outstanding as of December 31, 2024[99]. - The Company has no off-balance sheet arrangements as of December 31, 2024[92]. - The Trust Account will hold $10.10 per Unit sold in the Proposed Offering, invested in U.S. government securities until the completion of a Business Combination or distribution to stockholders[79]. Proposed Offering - The Company plans to offer 8,000,000 units at $10.00 per unit in the Proposed Offering, potentially increasing to 9,200,000 units if the underwriters' over-allotment option is fully exercised[77]. - The underwriters will receive a 45-day option to purchase up to 1,200,000 additional Units to cover over-allotments at the Proposed Offering price[93]. - Deferred offering costs will be charged to stockholders' equity upon completion of the Proposed Offering[108]. - An administrative services agreement will be established with the Sponsor for a monthly fee of $15,000 upon closing of the Proposed Offering[100]. Business Strategy - The Company intends to focus on businesses in the financial services industry for potential Business Combinations[75]. - The Company has a 24-month period from the closing of the Proposed Offering to complete a Business Combination, after which it will redeem 100% of the outstanding Public Shares if unsuccessful[86]. - The Company will generate non-operating income in the form of interest income from the proceeds of the Proposed Offering, with no operating revenues expected until after the completion of a Business Combination[88]. Regulatory and Accounting Matters - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[103]. - Management does not anticipate that recently issued accounting standards will materially affect the Company's financial statements[113]. - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[112]. - There were no unrecognized tax benefits or amounts accrued for interest and penalties as of December 31, 2024[109].