Schedule 13G: RiverNorth discloses 6.24% holding in FG Merger II

Rhea-AI Filing Summary

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.

Positive

• Reported beneficial ownership of 642,969 units, representing 6.24% of the class
• Filer specifies sole voting and sole dispositive power over the reported units
• Filer classifies itself as an investment adviser and certifies passive intent

Negative

• Filing notes other persons have the right to receive proceeds from sale of the securities, which may complicate clarity of economic beneficiaries

Insights

Financial Analyst

RiverNorth holds a material passive stake (6.24%) with full voting and dispositive authority.

RiverNorth's 642,969-unit position is above the 5% reporting threshold and represents a notable economic stake in FG Merger II Corp. The filing classifies the filer as an investment adviser and includes a certification that the position is held in the ordinary course and not intended to influence control, which signals a passive investment posture. For market impact, a 6.24% holding can be consequential for liquidity and potential block trades, but the stated passive intent and lack of group affiliation reduce immediate governance implications.

Corporate Governance Expert

Material ownership disclosed, but filer affirms no control intent; governance impact appears limited.

The Schedule 13G shows sole voting and dispositive power, which means RiverNorth can exercise shareholder rights, yet the certification that the shares are not held to influence control suggests no planned activist engagement. The mention that other persons have rights to proceeds introduces complexity around economic beneficiaries, which could affect communications or proxy coordination. Absent disclosures of allies or plans to join a group, this filing reads as a straightforward passive disclosure rather than a governance challenge.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FG Merger II Corp.

(Name of Issuer)

Units

(Title of Class of Securities)

30334J201

(CUSIP Number)

06/30/2025

(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. 30334J201

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: Units
(e)	CUSIP No.: 30334J201
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.
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
Date:	08/14/2025

FAQ

How many FG Merger II Corp units does RiverNorth own (FGMCU)?

RiverNorth reports beneficial ownership of 642,969 units, equal to 6.24% of the class.

Does RiverNorth have voting control over its FG Merger II Corp units?

Yes. The filing states RiverNorth has sole voting power and sole dispositive power over the 642,969 units.

Is RiverNorth intending to influence control of FG Merger II Corp?

No. The filer certifies the securities are held in the ordinary course of business and not to change or influence control of the issuer.

Who filed the Schedule 13G for FG Merger II Corp units?

RiverNorth Capital Management, LLC, identified as an investment adviser, filed the Schedule 13G.

Are there any third-party rights noted in the filing?

Yes. The filing states other persons have the right to receive proceeds from the sale of the reported securities.