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].
FG Merger II Corp(FGMC) - 2025 Q3 - Quarterly Report