FG Merger II Corp. Announces Closing of $80,000,000 Initial Public Offering

Rhea-AI Summary

FG Merger II Corp., a newly formed blank check company, has announced the successful closing of its $80 million initial public offering (IPO). The company offered 8,000,000 units at $10.00 per unit, with each unit comprising one share of common stock and one right. Each right allows holders to receive one-tenth of a share upon completing an initial business combination.

The units are now trading on the Nasdaq Global Market under 'FGMCU', with common stock and rights expected to trade separately under 'FGMC' and 'FGMCR' respectively. The company granted underwriters a 45-day option to purchase up to 1,200,000 additional units to cover over-allotments. ThinkEquity served as the sole book-running manager for the offering.

Positive

• Successfully raised $80 million through IPO
• Listed on Nasdaq Global Market
• Additional potential capital through 1.2M unit over-allotment option

Negative

• Potential shareholder dilution through rights conversion
• No specific business combination target identified yet

Insights

SPAC Financial Analyst

This SPAC IPO represents an interesting development in the current market environment. The $80 million raise, while modest compared to the $200-300 million SPAC IPOs common in previous years, reflects a more disciplined approach aligned with current market conditions. The choice of a rights-based structure over traditional warrants is particularly noteworthy.

The rights structure (1/10th share per right) creates a potential 10% dilution upon business combination, which is significantly lower than the typical 15-20% dilution seen in warrant-heavy SPAC structures. This investor-friendly approach could prove advantageous in negotiations with potential merger targets, as reduced dilution preserves more value for all stakeholders.

The selection of ThinkEquity as sole book-runner is strategic, given their experience with smaller-cap SPACs and their strong distribution network among institutional investors. The 45-day overallotment option for 1.2M additional units provides flexibility to accommodate excess demand while maintaining price stability in early trading.

The NASDAQ listing and eventual separation of units into common shares and rights will provide investors with trading flexibility and potential arbitrage opportunities. However, investors should note that rights-based SPACs historically have shown different trading patterns compared to warrant-based structures, particularly in the post-announcement phase of a business combination.

ITASCA, Ill., Jan. 30, 2025 /PRNewswire/ -- FG Merger II Corp., a newly organized blank check company formed as a Nevada corporation, today announced the closing of its initial public offering ("IPO") of 8,000,000 units at an offering price of $10.00 per unit, with each unit consisting of one share of common stock and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination. The units are listed on the Nasdaq Global Market ("NASDAQ") and trade under the ticker symbol "FGMCU". Once the securities comprising the units begin separate trading, the common stock and the rights are expected to be traded on NASDAQ under the symbols "FGMC" and "FGMCR," respectively. FG Merger II Corp. has granted the underwriters a 45-day option to purchase up to 1,200,000 additional units at the IPO price to cover over-allotments, if any.

FG Merger II Corp. intends to use the net proceeds from the offering, and the simultaneous private placements of units and warrants, to consummate FG Merger II Corp.'s initial business combination.

ThinkEquity acted as sole book-running manager for the offering.

The offering was made only by means of a prospectus. Copies of the prospectus related to this offering may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004, by telephone at (877) 436-3673 and by email at prospectus@think-equity.com, or by visiting EDGAR on the SEC's website at www.sec.gov.

A registration statement relating to the securities has been filed with, and declared effective by, the Securities and Exchange Commission ("SEC"). This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About FG Merger II Corp.

FG Merger II Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While FG Merger II Corp. will not limit its search for a target company to any particular business segment, FG Merger II Corp. intends to focus its search for a target business in the financial services industry in North America.

Forward-Looking Statements

This press release contains statements that constitute "forward-looking statements," including with respect to the IPO, the anticipated use of the net proceeds thereof and search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of FG Merger II Corp., including those set forth in the Risk Factors section of FG Merger II Corp.'s registration statement and prospectus for the IPO filed with the SEC. Copies are available on the SEC's website, www.sec.gov. FG Merger II Corp. undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts
Hassan R. Baqar
Chief Financial Officer
FG Merger II Corp.
(847) 791-6817
info@fgmerger.com

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SOURCE FG Merger II Corp.

FAQ

What is the IPO price and structure of FG Merger II Corp (FGMCU) units?

Each FGMCU unit was priced at $10.00 and consists of one share of common stock and one right, with each right convertible into one-tenth of a share upon business combination completion.

How much did FG Merger II Corp (FGMCU) raise in its January 2025 IPO?

FG Merger II Corp raised $80 million through its initial public offering of 8 million units.

What are the trading symbols for FG Merger II Corp's securities?

The units trade as 'FGMCU' on Nasdaq, with common stock and rights to trade separately as 'FGMC' and 'FGMCR' respectively.

What is the over-allotment option granted by FG Merger II Corp (FGMCU)?

The company granted underwriters a 45-day option to purchase up to 1.2 million additional units at the IPO price to cover over-allotments.

How will FG Merger II Corp (FGMCU) use its IPO proceeds?

The company intends to use the net proceeds from the offering and simultaneous private placements to consummate its initial business combination.