FG Merger II Corp. ownership disclosure: Highbridge Capital Management LLC reports beneficial ownership of 700,346 shares of FG Merger II Corp. Common Stock, representing 6.8% of the class. The percentage is calculated using 10,295,800 shares outstanding as of March 31, 2026.
The filing states these shares are held by Highbridge Funds and that Highbridge Tactical Credit Master Fund, L.P. holds more than 5% of the outstanding Common Stock. The report is signed by Kirk Rule, Executive Director, on May 15, 2026.
Positive
None.
Negative
None.
Insights
Highbridge discloses a meaningful passive stake in FG Merger II Corp.
Highbridge reports 700,346 shares beneficially owned, equal to 6.8% of the issuer based on 10,295,800 shares outstanding as of March 31, 2026. The stake is reported as held by Highbridge-managed funds rather than by an individual.
This filing is a routine beneficial-ownership disclosure under Schedule 13G/A; timing and cash-flow treatment are not part of the disclosure. Subsequent filings would show any material changes in position.
Key Figures
Shares beneficially owned:700,346 sharesPercent of class:6.8%Shares outstanding (source):10,295,800 shares
3 metrics
Shares beneficially owned700,346 sharesReported by Highbridge Capital Management LLC
Percent of class6.8%Calculated using 10,295,800 shares outstanding as of March 31, 2026
Shares outstanding (source)10,295,800 sharesAs reported in issuer's Form 10-K for year ended December 31, 2025 (used as of March 31, 2026)
Key Terms
Schedule 13G/A, beneficially owned, sole dispositive power
3 terms
Schedule 13G/Aregulatory
"Item 2(a) Name of person filing: This statement is filed by Highbridge Capital Management, LLC"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedfinancial
"Item 4(a) Amount beneficially owned: The information required by Item 4(a) is set forth"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerfinancial
"Row 7 | Sole Dispositive Power 700,346.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
FG Merger II Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
30334J102
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
30334J102
1
Names of Reporting Persons
HIGHBRIDGE CAPITAL MANAGEMENT LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
700,346.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
700,346.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
700,346.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.8 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
FG Merger II Corp.
(b)
Address of issuer's principal executive offices:
104 S. Walnut Street, Unit 1A, Itasca, IL 60143
Item 2.
(a)
Name of person filing:
This statement is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the common stock, par value $0.0001 per share ("Common Stock") of FG Merger II Corp., a Nevada corporation (the "Issuer"), directly held by the Highbridge Funds;
The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of the Reporting Person is 390 Madison Avenue, 28th Floor, New York, NY 10017.
(c)
Citizenship:
Highbridge is a Delaware limited liability company.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
30334J102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 10,295,800 shares of Common Stock outstanding as of March 31, 2026, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 31, 2026.
(b)
Percent of class:
6.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein. Highbridge Tactical Credit Master Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the outstanding Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Highbridge reports beneficial ownership of 700,346 shares, representing 6.8% of FG Merger II Corp.'s Common Stock. This percentage is calculated using 10,295,800 shares outstanding as of March 31, 2026.
Which Highbridge fund holds more than 5% of FGMC?
Highbridge Tactical Credit Master Fund, L.P. is disclosed as having the right to receive dividends or proceeds for more than 5% of the outstanding Common Stock reported in this filing.
Who filed the Schedule 13G/A for FGMC and when?
The filing was made by Highbridge Capital Management LLC, a Delaware limited liability company, and was signed by Kirk Rule, Executive Director on May 15, 2026.
What outstanding share count does the filing use for FGMC?
The filing uses an outstanding share total of 10,295,800 shares of Common Stock, as reported in the issuer's Annual Report on Form 10-K for the year ended December 31, 2025, referenced as of March 31, 2026.
