{"url_path":"/sec/fgmc/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1906364/0001104659-26-061340-index.html","accession_number":"0001104659-26-061340","cik":"0001906364","ticker":"FGMC","issuer_name":"FG Merger II Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1906364/0001104659-26-061340-index.html","primary_entity_key":"0001906364","primary_entity_name":"FG Merger II Corp."},"word_count":554,"has_tables":true,"body_markdown":"**ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**\n\nOn October 6, 2023, we issued an aggregate of 2,156,250 shares of Founder Shares to the Sponsor for an aggregate purchase price of $25,000 in cash. On October 18, 2023, the Sponsor transferred an aggregate of 465,000 Founder Shares to members of the Company’s management, board of directors and senior advisors, resulting in the Sponsor holding 1,691,250 Founder Shares. The Founder Shares include an aggregate of up to 300,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the IPO (assuming the Initial Stockholders did not purchase any Public Shares in the IPO and excluding the securities underlying the $15 Private Warrants, the Private Units).\n\nOn August 21, 2024, we issued a dividend of approximately 0.066 Founder Shares for every issued and outstanding founder share resulting in our initial stockholders holding an aggregate of 2,300,000 Founder Shares, an increase of 143,750 founder compared to 2,156,250 initial Founder Shares issued.\n\nOn February 5, 2025, the underwriters elected to terminate their over-allotment option to purchase 1,200,000 IPO Units resulting in Sponsor to forfeit 300,000 Founder Shares. As of March 31, 2025, there were 2,000,000 Founder Shares outstanding.\n\nOur registration statement was declared effective on January 28, 2025. On January 30, 2025, we consummated our IPO of 8,000,000 Units at $10.00 per unit Each Unit consist of one Public Share and one Public Right to receive one-tenth common share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,000,000.\n\nSimultaneously with the closing of the IPO, we consummated Private Placement in which i) the Sponsor and Ramnaraine Jaigobind purchased 223,300 and 25,000 Private Units respectively, at a price of $10.00 per Private Unit, generating total proceeds of $2,483,000 and ii) the Sponsor purchased in aggregate of 1,000,000 $15 Private Warrants at a price of $0.10 per $15 Private Warrant, each exercisable to purchase one shares of common stock at $15.00 per share, for an aggregate purchase price of $100,000.\n\nEach Private Unit consists of one common share and one Private Unit Right. Each whole Private Unit Right entitles the holder to convert the right to one-tenth share of common stock.\n\nEach $15 Private Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $15.00 per share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions\n\nFollowing the closing of the IPO, and amount of $80,800,000 ($10.10 per Unit) from the net proceed of the sale of the Units in the IPO and the sale of Private Placement Securities were placed in the Trust Account.\n\nWe paid a total of $750,000 and $250,000 in underwriting fee and advisor fee respectively, and $ approximately 482,000 for other costs and expenses related to the IPO.\n\n​\n\n25\n\n[Table of Contents](#TOC)"}