RiverNorth Capital Management, LLC reported a significant ownership stake in FG Merger II Corp. common stock. The firm beneficially owns 642,969 shares, representing 6.24% of the outstanding common shares as of the reported date.
RiverNorth has sole power to vote and dispose of all 642,969 shares and no shared voting or dispositive power. The filing notes that other persons have the right to receive the proceeds from any sale of these securities. RiverNorth certifies the position is held in the ordinary course of business and not for the purpose of changing or influencing control of FG Merger II Corp.
What stake does RiverNorth Capital Management hold in FGMC?
RiverNorth Capital Management beneficially owns 642,969 shares of FG Merger II Corp., representing 6.24% of the common stock. This level of ownership requires a Schedule 13G filing to disclose its position and voting powers.
Does RiverNorth control how FGMC shares are voted and sold?
RiverNorth has sole power to vote and dispose of 642,969 FG Merger II Corp. shares and has no shared voting or dispositive power. This means voting and sale decisions for these shares rest with RiverNorth alone.
Is RiverNorth’s FGMC position intended to influence control of the company?
RiverNorth certifies the FG Merger II Corp. shares were acquired and are held in the ordinary course of business and not to change or influence control. The filing emphasizes the stake is not part of a control-focused transaction.
Who ultimately benefits from RiverNorth’s FGMC share holdings?
The filing states that other persons have the right to receive the proceeds from sales of the reported FG Merger II Corp. securities. This reflects RiverNorth’s role as an investment manager acting on behalf of underlying clients or accounts.
Why did RiverNorth file a Schedule 13G for FG Merger II Corp.?
RiverNorth crossed the 5% beneficial ownership threshold with 6.24% of FG Merger II Corp. common stock, triggering a Schedule 13G. This form is used for investors holding shares passively, without seeking to influence corporate control.
What voting and dispositive powers are reported for FGMC shares?
RiverNorth reports sole power to vote or direct the vote for 642,969 shares and sole power to dispose or direct disposition of the same amount. It reports zero shared voting or dispositive power over FG Merger II Corp. shares.
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
(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
RIVERNORTH 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
642,969.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
642,969.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
642,969.00
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)
6.24 %
12
Type of Reporting Person (See Instructions)
IA
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:
RiverNorth Capital Management, LLC
(b)
Address or principal business office or, if none, residence:
360 S. Rosemary Avenue, Ste. 1420
West Palm Beach, Florida 33401
(c)
Citizenship:
Delaware
(d)
Title of class of securities:
Common
(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:
642,969
(b)
Percent of class:
6.24%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
642,969
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
642,969
(iv) Shared power to dispose or to direct the disposition of:
0
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.
Other persons have the right to receive the proceeds from the sale of the securities 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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable.
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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.
RIVERNORTH CAPITAL MANAGEMENT, LLC
Signature:
/s/ Marcus Collins
Name/Title:
Marcus Collins, General Counsel and Chief Compliance Officer
