Highbridge discloses 5.4% FG Merger II (FGMC) ownership stake

Rhea-AI Filing Summary

Highbridge Capital Management, LLC filed a Schedule 13G reporting beneficial ownership of 559,889 shares of FG Merger II Corp. common stock. This stake represents 5.4% of the class, based on 10,295,800 shares outstanding as of November 5, 2025, as disclosed in the company’s Form 10-Q.

Highbridge, a Delaware limited liability company and investment adviser to certain funds and accounts, reports sole voting and dispositive power over these shares, which are directly held by the Highbridge Funds. The filing states the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FG Merger II Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

30334J102

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 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 559,889.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 559,889.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

559,889.00

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)

5.4 %

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 shares of 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 November 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 5, 2025.
(b)	Percent of class: 5.4%
(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.
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 Capital Management, LLC

Signature:	/s/ Kirk Rule
Name/Title:	Kirk Rule, Executive Director
Date:	02/17/2026

FAQ

What ownership stake in FGMC did Highbridge report on its Schedule 13G?

Highbridge Capital Management reported a 5.4% beneficial ownership stake in FG Merger II Corp. This corresponds to 559,889 shares of common stock, based on 10,295,800 shares outstanding as of November 5, 2025, from the company’s Form 10-Q.

How many FG Merger II Corp. (FGMC) shares does Highbridge beneficially own?

Highbridge reported beneficial ownership of 559,889 shares of FG Merger II Corp. common stock. The firm has sole voting and sole dispositive power over these shares, which are directly held by the Highbridge Funds advised by Highbridge Capital Management, LLC.

What percentage of FGMC’s common stock does 559,889 shares represent?

The 559,889 shares beneficially owned by Highbridge represent 5.4% of FG Merger II Corp.’s common stock. This percentage is calculated using 10,295,800 shares outstanding as of November 5, 2025, as reported in the company’s Form 10-Q filing.

Who is the reporting person on the FGMC Schedule 13G filing?

The reporting person is Highbridge Capital Management, LLC, a Delaware limited liability company. Highbridge is the investment adviser to certain funds and accounts, referred to as the Highbridge Funds, which directly hold the FG Merger II Corp. common stock reported.

Does Highbridge have sole or shared voting power over its FGMC shares?

Highbridge reported sole voting power and sole dispositive power over the 559,889 shares of FG Merger II Corp. It reported zero shared voting power and zero shared dispositive power, indicating exclusive authority regarding those reported shares.

For what purpose does Highbridge state it holds FGMC shares in the 13G filing?

Highbridge certifies the FG Merger II Corp. shares were acquired and are held in the ordinary course of business. The filing states they were not acquired and are not held to change or influence control of the issuer, except for activities tied to certain nomination rules.