Welcome to our dedicated page for FG Merger II SEC filings (Ticker: FGMCU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
SEC filings for a SPAC can feel like a riddle—especially when trust-account balances, sponsor warrants, and merger deadlines are buried across multiple forms. FG Merger II Corp.’s disclosures are no exception. If you have ever wondered, “Where can I see FG Merger II insider trading Form 4 transactions before a vote?” or “Is there an FG Merger II 8-K material events explained view somewhere?”, this page solves that problem.
Stock Titan’s AI reads every submission the instant it hits EDGAR, then produces plain-English highlights so understanding FG Merger II SEC documents with AI takes minutes, not hours. From the initial S-1 through each FG Merger II quarterly earnings report 10-Q filing, you will find:
- Real-time alerts for FG Merger II Form 4 insider transactions – real-time
- Concise breakdowns of trust-account changes in each 10-Q
- Proxy summaries that clarify FG Merger II proxy statement executive compensation details
- One-click access to the latest FG Merger II annual report 10-K simplified
- Contextual commentary on every 8-K announcing LOIs or definitive merger agreements
Need deeper insight? Our platform links AI-generated ratio tables to original exhibits, answers natural-language questions like “Show me the dilution math inside FG Merger II’s S-4” and compares pre- and post-combination forecasts. Whether you are tracking FG Merger II earnings report filing analysis or monitoring FG Merger II executive stock transactions Form 4, every document is organized, summarized, and updated the moment it is filed.
FG Merger II Corp. (FGMC) proposes a two-step merger with BOXABL that would create a Combined Company renamed BOXABL Inc. The transaction would issue 247,910,599 shares of Combined Company Common Stock to holders of BOXABL common stock and 102,089,401 shares of Combined Company Merger Preferred Stock to holders of BOXABL preferred stock. FGMC's sponsor paid $25,000 for 2,000,000 Founder Shares (pre-IPO) and holds additional private units and warrants; at closing the sponsor would own 2,273,130 Combined Company shares, with an indicated aggregate market value of approximately $22.7 million based on FGMC trading at $9.97 on September 12, 2025.
The proxy discloses material risks: Founder Shares and private units lack redemption rights and may be worthless if no business combination occurs by January 30, 2027; the Trust Account held approximately $81.7 million in U.S. government securities as of September 12, 2025; significant governance provisions may leave the Combined Company classified as a controlled company, limiting certain shareholder protections. The Merger Agreement contains exclusivity, potential dilution, and indemnity provisions; FGMC directors note litigation, listing, and execution risks.
RiverNorth Capital Management, LLC reported beneficial ownership of 642,969 Units of FG Merger II Corp, representing 6.24% of the class. The filing states RiverNorth has sole voting and sole dispositive power over the 642,969 units, meaning it controls voting and sale decisions for this position. The filer identifies itself as an investment adviser and certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The filing also notes that other persons have rights to receive proceeds from the sale of these securities.
On 4 Aug 2025, FG Merger II Corp. (Nasdaq: FGMC / FGMCU) signed an Agreement & Plan of Merger with BOXABL Inc.. The two-step transaction will first merge BOXABL into a wholly-owned subsidiary and then into FGMC, creating a publicly traded BOXABL Inc. as the surviving entity.
BOXABL shareholders will exchange their equity for FGMC common and preferred shares at a deemed value of $10 per share, equating to $3.5 billion in aggregate consideration. Outstanding BOXABL warrants and other convertibles will be assumed by the new public company. The deal is structured to qualify as a tax-free reorganization under IRC §368.
The boards of BOXABL, FGMC and the merger subsidiary have unanimously approved the agreement. FG Merger Investors II LLC (FGMC’s sponsor) and certain BOXABL holders signed support agreements, and both parties will enter lock-up arrangements at closing.
Key closing conditions include shareholder approvals, effectiveness of an S-4 registration, HSR clearance, Nasdaq/NYSE listing approval and an outside date of 31 Dec 2025. Either party may terminate under customary provisions, including failure to close by the outside date or material breach. A joint press release (Exhibit 99.1) announcing the deal was issued on 5 Aug 2025.
FG Merger II Corp. (FGMC/U) – Q2-25 10-Q highlights
- Blank-check SPAC completed its $80 MM IPO on 30-Jan-25 and deposited $80.8 MM ($10.10/unit) in a trust account invested in Treasury money-market funds.
- Trust generated $1.40 MM of investment income for the six months ended 30-Jun-25, offsetting $0.21 MM in G&A and $0.29 MM tax, producing net income of $0.90 MM (basic EPS on redeemable shares = $0.207).
- Balance sheet shows $82.3 MM in total assets, of which $81.6 MM is trust cash and $0.52 MM is operating cash; liabilities were minimal at $0.30 MM, mainly current taxes payable.
- 8.0 MM public shares are classified as temporary equity at $81.63 MM redemption value; 2.30 MM founder/placement/other shares are non-redeemable.
- Financing cash flows reflect IPO proceeds ($78.64 MM net), private placements ($2.48 MM units & $0.10 MM warrants) and full repayment of sponsor promissory notes.
- SPAC has 24 months from IPO (until Jan-27) to consummate a business combination; sponsor indemnifies the trust down to $10.10/share and has withdrawn $0.57 MM interest (of $1.20 MM permitted) for working capital.
No target has been announced; operations remain limited to deal sourcing and compliance.
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