What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-02-21 · 434 added, 248 removed, 590 unchanged (54% of the section changed)

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Swets founded Itasca Financial LLC, an advisory and investment firm, in 2005 and has served as its managing member since inception.

Swets also founded and is the President of Itasca Golf Managers, Inc., a management services and advisory firm focused on the real estate and hospitality industries, in August 2018.

Swets has served as the Chief Executive Officer of FG Financial Group, Inc.

FGF) (formerly 1347 Property Insurance Holdings, Inc.), which operates as a diversified reinsurance, investment management and real estate holding company, since November 2020, after having served as Interim CEO from June 2020 to November 2020.

Swets is a member of the board of directors of FG Financial Group, Inc.

FGF) since November 2013, GreenFirst Forest Products Inc.

GFP), a public company focused on investments in the forest products industry since June 2016, Harbor Custom Development, Inc.

HCDI) since February 2020, FG Group Holdings Inc.

(NYSE American:

FGH) since October 2021, and Ascension Illinois Foundation since March 2018, and was a member of the Board of Directors of Unbounded Media Corporation from June 2019 to September 2023.

Swets also founded and is the President of Itasca Golf Managers, Inc., a management services and advisory firm focused on the real estate and hospitality industries, in August 2018 and director of GreenFirst Forest Products Inc.

GFP), a public company focused on investments in the forest products industry, since June 2016.

Since October 2024, Mr.

Swets has served as senior advisor to Aldel Financial II Inc., a special purpose acquisition company in process of completing its business combination.

Since September 2023, Mr.

Swets has served as Chief Executive Officer of FG Merger II Corp., a special purpose acquisition company in the process of completing its business combination.

Since September 2025, Mr.

Swets has served as Chief Executive Officer of FG Imperii Acquisition Corp., a special purpose acquisition company in the process of completing its business combination.

Since Februaury 2024, Mr Swets has served as Head of Merchant Banking of FG Nexus Inc.(“FGNX”), formerly FG Financial Group Inc.

(“FGF”) which operates as a Ehereum Treasury Company and previously as a reinsurance and asset management holding company.

From October 2021 to September 2024, Mr.

Swets also served as Chief Executive Officer and a member of the board of directors of FG Acquisition Corp (TSX:FGAA.U), a special purpose acquisition company which merged with Strong/MDI Screen Systems, Inc.

and was renamed Saltire Capital Ltd.

and was renamed as Saltire Capital Ltd.

Since September 2023, Mr.

Swets serves as CEO of FG Merger III Corp., a special purpose acquisition company in the process of completing its IPO and is focused on searching for a target company in the financial services sector.

Since September 2024, Mr.

Swets serves as Executive Chairman of Saltire Capital Ltd.

Since June 2025, Mr.

Swets has served as Chief Executive Officer of Greenland Exploration Limited.

Previously, Mr.

Swets served as a Director and Chief Executive Officer of FG New America Acquisition Corp.

Swets served as a director of FG Merger Corp.

FGMCU), a special purpose acquisition company which merged with iCoreConnect Inc.

ICCT), a market leading, cloud-based software and technology company focused on increasing workflow productivity and customer profitability through its enterprise and healthcare workflow platform of applications and services, from February 2022 to August 2023, and as a director and Chief Executive Officer of FG New America Acquisition Corp.

FGNA), a special purpose acquisition company which merged with OppFi Inc.

OPFI), a leading financial technology platform that powers banks to help everyday consumers gain access to credit, from July 2020 to July 2021.

From April 2021 to December 2021, Mr.

Swets also served as Senior Advisor to Aldel Financial Inc., a special purpose acquisition company, which merged with Hagerty, Inc.

HGTY), a leading specialty insurance provider focused on the global automotive enthusiast market.

Swets served as Chief Executive Officer of GreenFirst Forest Products Inc.

GFP) (formerly Itasca Capital Ltd.) from June 2016 to June 2021.

Swets served as the Chief Executive Officer of Kingsway Financial Services Inc.

From October 2021 to September 2024, Mr.

and was renamed as Saltire Capital Ltd.

Mr.Swets served as Senior Advisor to Aldel Financial Inc.

ADF), a special purpose acquisition company which merged with Hagerty, Inc.

HGTY), a leading specialty insurance provider focused on the global automotive enthusiast market, from April 2021 to December 2021.

Swets also served as Chief Executive Officer of FG Nexus (“FGNX”), formerly FG Financial Group Inc.

from November 2020 to February 2024, after having served as interim CEO from June 2020 to November 2020, Chief Executive Officer of GreenFirst Forest Products Inc.

GFP) (formerly Itasca Capital Ltd.) from June 2016 to June 2021, Chief Executive Officer of Kingsway Financial Services Inc.

KFS) from July 2010 to September 2018, including as its President from July 2010 to March 2017.

Swets served as a director of Insurance Income Strategies Ltd.

from October 2017 to December 2021.

He also previously served as a member of the board of directors of Limbach Holdings, Inc.

LMB) from July 2016 to August 2021;

Kingsway Financial Services Inc.

KFS) from September 2013 to December 2018;

Atlas Financial Holdings, Inc.

AFH) from December 2010 to January 2018;

FMG Acquisition Corp.

FMGQ) from May 2007 to September 2008;

United Insurance Holdings Corp.

He served as Chief Executive Officer and director of 1347 Capital Corp., a special purpose acquisition company which merged with Limbach Holdings, Inc.

LMB), from April 2014 to July 2016.

He was also a founder and served as Chairman of the Board of Unbounded Media Corporation from June 2019 to September 2023.

Swets also previously served as a member of the board of directors of FG Nexus, formerly FG Financial Group Inc..

from November 2013 to February 2024, FG Group Holdings, Inc.

October 2021 to February 2024, Harbor Custom Development, Inc.

HCDI) from February 2020 to November 2023, Limbach Holdings, Inc.

LMB) from July 2016 to August 2021, Kingsway Financial Services Inc.

KFS) from September 2013 to December 2018, Atlas Financial Holdings, Inc.

AFHIF) from December 2010 to January 2018, FMG Acquisition Corp.

FMGQ) from May 2007 to September 2008, United Insurance Holdings Corp.

from 2008 to March 2012;

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from November 2007 to May 2012.

Swets served as director of Insurance Income Strategies Ltd.

from October 2017 to December 2021.

Prior to founding Itasca Financial LLC, Mr.

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Baqar has over 20 years of experience within financial services and other industries focused on corporate development, mergers & acquisitions, capital raising, investments and real estate transactions.

Baqar has served as the founder and managing member of Sequoia Financial LLC, a financial services and advisory firm, since January 2019.Mr.

Baqar serves as Chief Financial Officer of Aldel Financial II Inc.

since August 2024, which is a special purposes acquisition company looking for a business combination.

Baqar has also served as Chief Financial Officer since August 2021 and Executive Vice President since December 2021 of FG Financial Group, Inc.

FGF) (formerly known as 1347 Property Insurance Holdings, Inc.), which operates as a reinsurance and asset management holding company, as Chief Financial Officer of Insurance Income Strategies Ltd., a former Bermuda based reinsurance company from October 2017 to December 2021, as a director of GreenFirst Forest Products Inc.

GFP) (formerly Itasca Capital Ltd.), a public company focused on investments in the forest products industry from August 2019 to December 2021 and as Chief Financial Officer of GreenFirst Forest Products Inc.

from June 2016 to December 2020, as a director of FG Reinsurance Ltd., a Cayman Islands reinsurance company since June 2020, as director, treasurer and secretary of Sponsor Protection Coverage and Risk, Inc., a South Carolina captive insurance company since October 2022, and as a director and Chief Financial Officer of Unbounded Media Corporation from June 2019 to September 2023.

Baqar served as a Director, Secretary and Chief Financial Officer of FG Acquisition Corp.

FGAA.U) from October 2021 to September 2024, a special purpose acquisition company which merged with Strong/MDI Screen Systems, Inc.

and was renamed Saltire Capital Ltd.

Baqar has served as the founder and Managing Member of Sequoia Financial LLC, a management services and advisory firm, since January 2019.

Baqar serves as Chief Financial Officer of Aldel Financial II Inc., a special purpose acquisition company in process of completing its business combination since August 2024.

Baqar also serves as a Chief Financial Officer of FG Merger II Corp., a special purpose acquisition company in the process of completing its business combination since October 2023, as a director of Fundamental Global Reinsurance Ltd., a Cayman Islands reinsurance company since June 2020.

Since November 2025, Mr.

Baqar serves as Director of Capital Markets of Saltire Capital Ltd.

Since September 2023, Mr.

Baqar serves as Chief Financial Officer of Saltire Capital Ltd.

Baqar serves as Chief Financial Officer of FG Merger III Corp., a special purpose acquisition company in the process of completing its IPO.

Since September 2025, Mr.

Baqar serves as Chief Financial Officer of FG Imperii Acquisition Corp, a special purpose acquisition company in the process of completing its business combination.

Baqar serves as Chief Financial Officer and director of Greenland Exploration Limited since June 2025.

Previously, Mr.

Baqar served as Chief Financial Officer from September 2024 to November 2025 of Saltire Capital Ltd.

SLT), Chief Financial Officer from August 2021 to February 2024 and Executive Vice President from December 2021 to February 2024 of FG Nexus Inc.

(“FGNX”), formerly FG Financial Group Inc.

(“FGF”)., which operates as a Ethereum Treasury Company and previously as a reinsurance and asset management holding company, as Chief Financial Officer of FG New America Acquisition II Corp., a special purpose acquisition company in the process of going public and is focused on merging with a company in the InsureTech, FinTech, broader financial services and insurance sectors from February 2021 to October 2023, as Chief Financial Officer of Insurance Income Strategies Ltd., a former Bermuda based reinsurance company from October 2017 to December 2021, as a director of GreenFirst Forest Products Inc.

from June 2016 to December 2020, and as a director and Chief Financial Officer of Unbounded Media Corporation from June 2019 to September 2023, as a director, treasurer and secretary of Sponsor Protection Coverage and Risk, Inc., a South Carolina captive insurance company from October 2022 to April 2024.

Baqar served as a director of FG Merger Corp.

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from April 2014 to July 2016, a special purpose acquisition company which merged with Limbach Holdings, Inc.

Baqar served as a member of the board of directors of FG Financial Group, Inc.

FGF) from October 2012 to May 2015.

Baqar served as a member of the board of directors of FG Nexus Inc.from October 2012 to May 2015.

He also served as the Chief Financial Officer of United Insurance Holdings Corp.

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Since March 30, 2015, Mr.

Wollney has served as a director of FG Financial Group Inc.

Wollney has served as a director of FG Nexus Inc.

Since December 2010, Mr.

Wollney has served as the President, Chief Executive Officer and as a Director of Atlas Financial Holdings, Inc.

(“Atlas”), a specialty insurance business.

(“Atlas”), a specialty commercial automobile insurance holding company and has served as an independent director and audit committee chairperson on other public company boards.

Since September 2025, Mr.

Wollney has served as a director of FG Imperii Acquisition Corp., a special purpose acquisition company on process of completing its business combination.

Since November 2023, Mr.

Wollney has served as a director of FG Merger III Corp., a special purpose acquisition company in the process of completing its initial public offering.

From July 2009 until December 2010, Mr.

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Wollney has held executive positions at both insurance companies, as well as brokerage operations.

Wollney is a MBA graduate of Northwestern University’s Kellogg School of Management with a concentration in finance and management strategy and holds a Bachelor of Arts degree from the University of Illinois.

Wollney is an MBA graduate of Northwestern University’s Kellogg School of Management with a concentration in finance and management strategy and holds a Bachelor of Arts degree from the University of Illinois.

Govignon, Jr was appointed to the Board of Directors of FG Merger II Corp in October 2023.

Govignon, 48, has been a Partner of Dnerus Financial, a family asset management company, since June 2021.

Govignon is an experienced corporate director/trustee in the U.S.

Govignon is an experienced corporate director and trustee in the U.S.

and Canada, with broad exposure to numerous industries.

Govignon serves as a director of FG Financial Group Inc.

FGF), a reinsurance and asset management holding company focused on collateralized and loss-capped reinsurance and merchant banking since December 2021.

Govignon has been a director of Strong Global Entertainment, Inc.

SGE), a corporation focused on supplying screens and providing technical support services to the cinema exhibition industry, theme parks, and other entertainment-related markets since January 2022.

From April 2022 to September 2024, Dr.

Govignon served as a member of the board of directors of FG Acquisition Corp (TSX:

FGAA.U), a special purpose acquisition company which merged with Strong/MDI Screen Systems, Inc.

and was renamed Saltire Capital Ltd.

Govignon has served as a director of FG Nexus (Nasdaq:

FGNX), a capital market vehicle dedicated to the accumulation and on-chain yield generation for Ethereum that creates a bridge between Ethereum and Wall Street, since December 2021.

Since September 2024, Dr.

Govignon serves as a director of Saltire Capital Ltd.

Govignon has served as the director of Saltire Capital Ltd.

SLT.U), a company that combines investment in public and private markets with a publicly traded, permanent capital vehicle, providing entrepreneurs and business owners with an alternative to traditional private equity.

Govignon is also a member of the board of directors of B-Scada, Inc.

SCDA), a company developing software and hardware products since June 2021.

Since September 2025, Dr.

Govignon has served as a director of FG Imperii Acquisition Corp., a special purpose acquisition company on process of completing its business combination.

Since November 2023, Dr.

Govignon has served as a director of FG Merger III Corp., a special purpose acquisition company in the process of completing its initial public offering.

Govignon had been a director of Strong Global Entertainment, Inc.

SGE), a corporation focused on supplying screens and providing technical support services to the cinema exhibition industry, theme parks, and other entertainment-related markets from January 2022 to September 2024.

From April 2022 to September 2024, Dr.

Govignon served as a member of the board of directors of FG Acquisition Corp (TSX:

This special purpose acquisition company merged with Strong/MDI Screen Systems, Inc.

and was renamed Saltire Capital Ltd.

Since October 2023, Dr.

Govignon has served as a member of the board of FG Merger III Corp., a special purpose acquisition company in the process of completing its initial public offering.

Govignon served as a member of the board of directors of GreenFirst Forest Products, Inc.

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Govignon also served as a Trustee of the StrongVest ETF Trust (US:

CWAI) that, invested in a diversified portfolio of corporate bonds with varying maturities and equity securities from 2017 to 2019.

CWAI), which invested in a diversified portfolio of corporate bonds with varying maturities and equity securities from 2017 to 2019.

Govignon has worked in the healthcare and pharmaceutical industry in various management and pharmacy positions for over 20 years, most recently with ShopRite Pharmacy since 2022 and previously with CVS Health Corporation (2022-2019 and from 2013-2017), with Acme Markets Inc.

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Govignon received a Bachelor of Science in Pharmacy and a Doctor of Pharmacy from the University of the Sciences in Philadelphia.

We believe Dr.

Govignon’s managerial experience and his experience in investing and financial analysis make him qualified to serve on our Board of Directors.

Govignon has also received a Master of Business Administration from the Jack Welch Management Institute.

Govignon’s managerial experience, combined with his investing and financial analysis expertise, makes him qualified to serve on our Board of Directors.

McIntyre has served as our Director since October 2023.

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Since September 2024, Mr.

McIntyre serves as a director of Saltire Capital Ltd.

McIntyre has served as a director of Saltire Capital Ltd.

and, since June 2025 as a director of Mississaugas of the Credit Business Corporation.

Since September 2025, Mr McIntyre has served as of FG Imperii Acquisition Corp., a special purpose acquisition company on process of completing its business combination.

Since November 2023, Mr.

McIntyre has served as a director of FG Merger III Corp., a special purpose acquisition company in process of completing its initial public offering

McIntyre served as Director of GreenFirst Forest Products Inc.

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McIntyre was Vice President, Corporate Development at Vicwest Inc.

McIntyre has served on the Boards of Directors of Burloak Technologies Inc., Pre-Insulated Metal Technologies Inc., BBi Enterprises Inc., MDS Capital Company and the Orthopaedic & Arthritic Institute.

McIntyre has served on the Boards of Directors of Kap Corporation, Burloak Technologies Inc., Pre-Insulated Metal Technologies Inc., BBi Enterprises Inc., MDS Capital Company and the Orthopaedic & Arthritic Institute.

McIntyre’s formal designations include ICD.D., Chartered Financial Analyst, Master of Business Administration from the Schulich School of Business and P.

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Govignon are “independent directors” as defined in NASDAQ rules and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

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● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to our sponsor of $15,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

Accordingly, it is likely that prior to the consummation of a Business Combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such Business Combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

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In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Prior to our Business Combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Compensation Committee Interlocks and Insider Participation

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We have entered into any formal arrangements or agreements with Senior Advisors to provide services to us and they will have no fiduciary obligations to present business opportunities to us.

They will not be paid any finder’s fees, reimbursement, or consulting fee prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction).

They will not be paid any finder’s fees, reimbursement, or consulting fee prior to, or in connection with any services rendered in order to effectuate, the consummation of our Business Combination (regardless of the type of transaction).

Kyle Cerminara has served as our senior advisor since January 2025.

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Cerminara co-founded Fundamental Global in 2012 and serves as its Chief Executive Officer.

Cerminara is a member of the board of directors of a number of companies focused in the reinsurance, asset management, technology and communication sectors, including Fundamental Global, Inc.

FGF) (formerly known as FG Financial Group, Inc.

and as 1347 Property Insurance Holdings, Inc.), which operates as a reinsurance and asset management company, since December 2016;

Cerminara is a member of the board of directors of a number of companies focused in the reinsurance, asset management, technology and communication sectors, including FG Nexus Inc.

FGNX) (formerly known as Fundamental Global Inc., FG Financial Group, Inc.

and as 1347 Property Insurance Holdings, Inc.), which operates as an Ethereum Treasury Company and previously as a reinsurance and asset management company, since December 2016;

and Firefly Systems Inc., a venture-backed digital advertising company, since August 2020.

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Cerminara serves as Vice-Chairman of Saltire Capital Ltd.

From October 2023 to January 2025, Mr.

Cerminara served as chairman of the board of directors of FG Merger II Corp., a special purpose acquisition company in the process of searching for a business combination target, and upon his resignation as chairman of the board of directors in January 2025, he has served as senior advisor to the board of directors.

From November 2023 to May 2025, Mr.

Cerminara served as the Chairman of the board of directors of FG Merger III Corp., a special purpose acquisition company that is in the process of completing its initial public offering and is focused on searching for a target company in the financial services sector.

Since May 2025, Mr.

Cerminara serves as a Senior Advisor to FG Merger III Corp.

Since September 2025, Mr.

Cerminara has served as Senior Advisor to FG Imperii Acquisition Corp.

Since June 2025, Mr.

Cerminara serves as director of Greenland Exploration Limited.

Cerminara served as a director of FG Group Holdings Inc.

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CVI Investments, Inc.(4)

AQR Capital Management, LLC (5)

Barclays PLC (6)

Less than one percent

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is PO Box 309GT Ugland House, South Church Street, George Town, Grand Cayman, KY1-1004, Cayman Islands

(5) As per the 13G filed on May 13, 2025, AQR Capital Management LLC own 792,000 common shares.

The principal business address for AQR Capital Management LLC is One Greenwich Plaze, Suite 130 Greenwich, Connecticut 06830.

(6) As per the 13G filed on November, 11 2025, Barclays PLC.

own 540,000 common shares.

The principal business address for Barclays PLC is 1 Churchill Place, London - E14 5HP

Our Sponsor, and our executive officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

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We believe we substantially benefit from having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the “corporate opportunity” waiver in our amended and restated articles of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates.

However, based on the existing relationships of our sponsor, directors and officers, their level of financial investment in us and the potential loss of such investment if no business combination is consummated, the fact that we may consummate a business combination with a target in a broad range of sectors, and that the type of transaction that we would target would be of a nature substantially different than what they would target, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

Our sponsor and our officers and directors or any of their affiliates may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination.

As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved.

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination.

Other than Aldel Financial II Inc., which is a special purpose acquisition company affiliated with Mr.

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an Business Combination.

Other than Aldel Financial II Inc., and FG Imperii Acquisition which are a special purpose acquisition company affiliated with Mr.

Baqar, the other entities to which our officers and directors currently owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations.

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Baqar, to the extent that he is presented with opportunities that could benefit a SPAC, plans to give the first suitable transaction opportunity to Aldel Financial II Inc.

and the second suitable transaction opportunity to this company, which is the sequence in which such entities are expected to become public.

and FG Imperii Acquisition Corp.

and the third suitable transaction opportunity to this company, which is the sequence in which such entities are expected to become public.

Baqar is involved in any other subsequent blank check companies in the future, Mr.

Baqar plans to give priority with respect to transaction opportunities first to Aldel Financial II Inc.

and second to this company.

Our sponsor is not involved in a fiduciary capacity with, nor has any contractual obligations to, any other special purpose acquisition company (including FG Merger II Corp.

Baqar plans to give priority with respect to transaction opportunities first to Aldel Financial II Inc.& FG Imperii Acquisition Corp and third to this company.

Our sponsor is not involved in a fiduciary capacity with, nor has any contractual obligations to, any other special purpose acquisition company (including FG Merger II Corp., FG Imperii Acquisition Corp.

and Aldel Financial II Inc.).

Other than as specified above, while there is no formal commitment to proceed in this manner, we expect that our company will have priority over any other special purpose acquisition companies (if any) subsequently formed by our sponsor, officers or directors with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination.

We expect this company to have priority with respect to such acquisition opportunities because our goal is to complete a business combination with a strong target company and build a track record which includes the successful completion of our initial business combination before turning to other potential opportunities in the market for subsequently formed special purpose acquisition companies.

As a result of the foregoing, we do not believe that any potential conflicts from our management team’s other business or investment ventures would materially affect our ability to complete our initial business combination.

Other than as specified above, while there is no formal commitment to proceed in this manner, we expect that our company will have priority over any other special purpose acquisition companies (if any) subsequently formed by our sponsor, officers or directors with respect to acquisition opportunities until we complete our Business Combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential Business Combination.

We expect this company to have priority with respect to such acquisition opportunities because our goal is to complete a business combination with a strong target company and build a track record which includes the successful completion of our Business Combination before turning to other potential opportunities in the market for subsequently formed special purpose acquisition companies.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:

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Executive Chairman

FG Imperii Acquisition Corp.

Special Purpose Acquisition Company

Chief Executive Officer

FG Reinsurance Ltd.

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Chief Financial Officer

Fundamental Global Inc.

FG Imperii Acquisition Corp.

Special Purpose Acquisition Company

Chief Financial Officer

FG Nexus Inc.

Reinsurance, Investment Management

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Director & CEO

Fundamental Global Inc.

FG Imperii Acquisition Corp.

FG Nexus Inc.

Reinsurance, Investment Management

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Family Asset Management

FG Imperii Acquisition Corp.

Saltire Capital Ltd.

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Solar Energy, Business Consulting

FG Imperii Acquisition Corp.

Potential investors should also be aware of the following other potential conflicts of interest:

● Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other

We do not intend to have any full-time employees prior to the completion of our initial business combination.

We do not intend to have any full-time employees prior to the completion of our Business Combination.

Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

● Our initial stockholders purchased founder shares prior to the date of this prospectus and will purchase private placement securities in a transaction that will close simultaneously with the closing of this offering.

Our initial stockholders have entered into agreements with us, pursuant which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of our initial business combination.

● Our Initial Stockholder purchased Founder Shares prior to the IPO and purchase Private Placement Securities in the Private Placement that closed simultaneously with the closing of the IPO.

Our Initial Shareholder have entered into agreements with us, pursuant which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of our Business Combination.

The other members of our management team have entered into agreements similar to the one entered into by our Initial Stockholders with respect to any public shares acquired by them in or after this offering.

Additionally, our initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated articles of incorporation.

If we do not complete our initial business combination within the prescribed time frame, the private placement securities will expire worthless.

Additionally, our Initial Stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if we fail to complete our Business Combination within the prescribed time frame or any extended period of time that we may have to consummate an Business Combination as a result of an amendment to our amended and restated articles of incorporation.

If we do not complete our Business Combination within the prescribed time frame, the Private Placement Securities will expire worthless.

Furthermore, our Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until:

(i) with respect to 50% of the founder shares, the earlier of (x) twelve months after the date of the consummation of an initial business combination or (y) the date on which the closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (ii) with respect to the remaining 50% of the founder shares, twelve months after the date of the consummation of our initial business combination.

(i) with respect to 50% of the Founder Shares, the earlier of (x) twelve months after the date of the consummation of Business Combination or (y) the date on which the closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our Business Combination and (ii) with respect to the remaining 50% of the Founder Shares, twelve months after the date of the consummation of our Business Combination.

In addition, we could agree to permit the holders of our Founder Shares to transfer shares or agree to cancel such securities.

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We refer to such transfer restrictions throughout this prospectus as the lock-up.

Notwithstanding the foregoing, if we consummate a transaction after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.

Subject to certain limited exceptions, the $15 Exercise Price Warrants will not be transferable until 30 days following the completion of our initial business combination.

Because each of our executive officers and directors will own common stock, rights or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Notwithstanding the foregoing, if we consummate a transaction after our Business Combination which results in our stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

Subject to certain limited exceptions, the $15 Exercise Price Warrants will not be transferable until 30 days following the completion of our Business Combination.

● Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.

These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.

● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

Similarly, if we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination.

We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors;

accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public stockholders and would likely not receive any financial benefit unless we consummated such business combination.

In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA or a valuation or appraisal firm, that such initial business combination is fair to our company from a financial point of view.

These agreements may provide for them to receive compensation following our Business Combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular Business Combination.

● Our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our Business Combination.

In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with a Business Combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

Similarly, if we agree to pay our Sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our Business Combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination as any such fee may not be paid unless we consummate such business combination.

We are not prohibited from pursuing an Business Combination with a business combination target that is affiliated with our sponsor, officers or directors or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors;

accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination as such affiliated person(s) would have interests different from our public stockholders and would likely not receive any financial benefit unless we consummated such business combination.

In the event we seek to complete our Business Combination with a business combination target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA or a valuation or appraisal firm, that such Business Combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination.

Further, commencing on the date our securities are first listed on NASDAQ, we will also pay our sponsor $15,000 per month for office space, secretarial and administrative services provided to members of our management team.

We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

In the event that we submit our initial business combination to our public stockholders for a vote, our initial stockholders and holders of Underwriter Shares have agreed to vote their founder shares and Underwriter Shares, and our initial stockholders and the other members of our management team have agreed to vote any founder shares they hold and any shares purchased during or after the offering in favor of our initial business combination.

In the event that we submit our Business Combination to our public stockholders for a vote, our initial stockholders and holders of Underwriter Shares have agreed to vote their founder shares and Underwriter Shares, and our initial stockholders and the other members of our management team have agreed to vote any founder shares they hold and any shares purchased during or after the offering in favor of our Business Combination.

Limitation on Liability and Indemnification of Officers and Directors

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We will purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Except with respect to any public shares they may acquire in this offering or thereafter (in the event we do not consummate an initial business combination), our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the trust account, and not to seek recourse against the trust account for any reason whatsoever, including with respect to such indemnification.

Except with respect to any public shares they may acquire in this offering or thereafter (in the event we do not consummate an Business Combination), our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the Business Combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the trust account, and not to seek recourse against the trust account for any reason whatsoever, including with respect to such indemnification.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

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The aggregate fees billed by Fruci for professional services rendered for the audit of our annual financial statements, review of the financial information for the respective periods, registration statement and other required filings with the SEC was $60,500 for the fiscal years ended December 31,2025 The above amounts include interim procedures and audit fees and retainer for the annual audit, as well as attendance at audit committee meetings.

Audit-Related Fees.

We have paid $7,500 to Fruci as of December 31, 2024 as retainer for the initial audit.

All remaining audit and audit related invoices will be paid at Close of Proposed Offering.

We did not pay Fruci for tax planning and tax advice for the fiscal years ended December 31, 2025

Pre-Approval Policy

Our audit committee will be formed upon the consummation of our Proposed Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee will be approved by our board of directors.

On a going-forward basis, the audit committee will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Our audit committee was formed upon the consummation of our IPO.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits and Financial Statement Schedules

The following are filed with this report:

ALDEL FINANCIAL II INC.

FG MERGER II CORP.

INDEX TO FINANCIAL STATEMENTS

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Balance Sheets as of December 31, 2025 and December 31, 2024

Statements of Shareholders’ Equity for the year ended December 31, 2024 and for the period September 30, 2023 (inception) to December 31, 2023

Statements of Cash Flows for the year ended December 31, 2024 and for the period September 30, 2023(inception) to December 31, 2023

Statements of Operations for the year ended December 31, 2025 and December 31, 2024

Statements of Changes in Shareholders’ Equity for the year ended December 31, 2025 and December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and December 31, 2024

Notes to Financial Statements

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We have audited the accompanying balance sheets of FG Merger II Corp.

(“the Company”) as of December 31, 2024 and 2023, and the related statements of operations, changes in stockholders’ equity, and cash flows for the period from September 20, 2023 (inception) to December 31, 2023 and for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America.

(“the Company”) as of December 31, 2025 and 2024, and the related statements of operations, statements of changes in shareholders’ equity, and statements of cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

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Spokane, Washington

February 21, 2025

March 31, 2026

FINANCIAL STATEMENTS.

FG Merger II Corp.

Balance Sheet

Balance Sheet s

Current assets

Deferred offering costs

Prepaid expense

Deferred offering cost

Total current assets

Cash held in trust account

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Accounts payable

Accrued offering costs

Accrued offering cost

Tax liability

Promissory note

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES

Common stock;

$ 0.0001 par value, subject to possible redemption, 8,000,000 shares at redemption value

STOCKHOLDERS’ EQUITY

Common stock, $ 0.0001 par value;

Preferred shares, $ 0.0001 par value;

1,000,000 shares authorized;

0 issued and outstanding

common stock, $ 0.0001 par value;

100,000,000 shares authorized;

2,295,800 issued and outstanding (excluding 8,000,000 shares subject to possible redemption)

Additional paid in capital

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Statements of Operations

For the period

September 20,

2023 (inception)

to December 31,

Formation costs

Operating expenses:

General and administrative expenses

Weighted average common shares outstanding

Basic and diluted

Basic and diluted net loss per share

Loss from operations

Other income & expenses:

Investment income on trust account

Income before taxes

Income tax expense

Net income (loss)

Weighted average redeemable common shares outstanding basic

Basic income per share, redeemable shares

Weighted average redeemable common shares outstanding diluted

Diluted income per share, redeemable shares

Weighted average non-redeemable common shares outstanding basic

Basic loss per non-redeemable share

Weighted average non-redeemable common shares outstanding diluted

Basic and diluted loss per non-redeemable share

The accompanying notes are an integral part of the financial statements.

FG Merger II Corp.

Statements of Changes in Stockholders’ Equity

For the twelve month period ended December 31, 2024 and for the period September 20, 2023 (inception) to December 31, 2023

Statements of Changes in Shareholders’ Equity

For the year ended December 31, 2025 and December 31, 2024

Stockholders’

Balance at September 20, 2023 (inception)

Issuance of founder shares

Balance at December 31, 2023

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Balance at December 31, 2024

Sale of 8,000,000 units at $ 10 per unit in IPO

Sale of 248,300 units in private placement

Sale of 1,000,000 $ 15 strike warrants in private placement

Issuance of underwriter units

Issuance of advisor units

Reclassification of offering costs

( 1,481,032 )

Common shares subject to possible redemption

( 80,799,200 )

( 80,800,000 )

Forfeiture of founder shares due to no over-allotment exercise by underwriter

Accretion of common shares subject to possible redemption

( 1,008,412 )

( 1,336,888 )

Balance at December 31, 2025

The accompanying notes are an integral part of the financial statements.

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Statements of Cash Flows

For the period

September 20,

2023 (inception)

to December 31,

For the year ended

Cash flows from operating activities

Net income (loss)

Adjustments to reconcile net loss to net cash used in operating activities:

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Deferred offering cost

Deferred Offering cost payable

Accounts payable

Net cash provided by operating activities

Prepaid expenses

Tax liability

Interest expense

Net cash used in operating activities

Cash flows from investing activities

Investment in trust account

( 82,136,888 )

Net cash used in investing activities

( 82,136,888 )

Cash flows from financing activities

Promissory note

Founder share issuance

Net cash provided by operating activities

Proceeds from promissory note

Repayment of promissory note

Proceeds from sale of 8,000,000 units at $ 10 per unit in IPO net of offering cost paid at closing

Proceeds from sale of 248,300 units to Sponsor in private placement

Proceeds from sale of 40,000 units to underwriters in private placement

Proceeds from sale of 1,000,000 $ 15 strike warrants in private placement

Net cash provided by Financing activities

Net increase in cash

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Supplemental disclosure for non-cash financing activities:

Accrual of offering costs

Offering cost

The accompanying notes are an integral part of the financial statements.

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FG Merger II Corp.

(the “Company”) is a blank check company incorporated in Nevada on September 20, 2023.

(the “Company” or “FGMC”) is a blank check company incorporated in Nevada on September 20, 2023.

The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”).

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As of December 31, 2025, the Company had not yet commenced any operations.

All activity through December 31, 2024 relates to the Company’s formation and the proposed initial public offering (“Proposed Offering”), which is described below.

All activity through December 31, 2025 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and the search of Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate nonoperating income in the form of interest income from the proceeds derived from the Proposed Offering.

The Company will generate nonoperating income in the form of interest income from the proceeds derived from the IPO.

The Company has selected December 31 as its fiscal year end.

The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through i) the Proposed Offering of 8,000,000 units at $ 10.00 per unit (or 9,200,000 units if the underwriters’ over-allotment option is exercised in full) (the “Units” and, with respect to the shares of common stock included in the Units being offered, the “Public Shares” and the rights being includes in the Units being offering, the “Public Right”) which is discussed in Note 3, ii) the sale of 1,000,000 $ 15.00 exercise price warrants (the “$ 15 Private Warrants”) at a price of $ 0.10 per $ 15 Private Warrant, iii) the sale of 248,300 units at $ 10.00 per unit (the “Private Units”) in a private placement to the Company’s sponsor, FG Merger Investors II LLC (the “Sponsor”), Ramnarain Joesph Jaigobind, directors, officers and advisors that will close simultaneously with the Proposed Offering.

Each Private Unit will consist of one common share and one right.

The registration statement of the Company was declared effective on January 28, 2025.

On January 30, 2025, the Company consummated its IPO of 8,000,000 units at $ 10.00 per unit (the “Units”).

Each Unit consist of one share of common stock of the Company, par value $ 0.0001 per shares (“Public Shares”) and one right to receive one -tenth common share (“Public Right”).

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 80,000,000 .

Simultaneously with the closing of the IPO, the Company consummated private placement ( “Private Placement”) in which i) FG Merger Investors II LLC (the “Sponsor”) and Ramnaraine Jaigobind purchased 223,300 and 25,000 private unit ( the “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 $ 15.00 exercise price warrants (the “$ 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 .

Each Private Unit consists of one common share and one right.

right (“Private Unit Right”).

Each whole Public Right and Private Unit Right will entitle the holder to convert the right to one -tenth share of common stock.

Each $ 15 Private Warrant will entitle 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 will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

On October 6, 2023, the Company issued an aggregate of 2,156,250 shares of common stock (the “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 Proposed Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Proposed Offering and excluding the securities underlying the $ 15 Private Warrants, the Private Units).

On August 21, 2024, Company 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.

The Company intends to list the Units on the National Association of Securities Dealers Automated Quotations (“Nasdaq”).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering and sale of the $ 15 Private Warrants, and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

Each whole Private Unit Right entitles the holder to convert the right to one -tenth share of common stock.

Each $ 15 Private Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $ 15.00 per each 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.

The Company Units are listed on the National Association of Securities Dealers Automated Quotations (“Nasdaq”).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the $ 15 Private Warrants, and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account).

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully affect a Business Combination.

Upon the closing of the Proposed Offering, management has agreed that $ 10.00 per Unit sold in the Proposed Offering plus additional $ 0.10 per Unit, a total of $ 10.10 per Unit will be held in a trust account (“Trust Account”) and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the IPO, and amount of $ 80,800,00 ($ 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 a trust account (“Trust Account”) account (“Trust Account”) and invested in a money market fund, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

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If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated articles of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15 % or more of the Public Shares without the Company’s prior written consent.

The holders of Public Shares will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The holders of Public Shares are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated articles of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Sponsor, officers, directors and advisors (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated articles of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

(c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the amended and restated articles of incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $ 15 (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

However, the Initial Stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Proposed Offering if the Company fails to complete its Business Combination.

The Company will have until 24 months from the closing of the Proposed Offering to complete a Business Combination.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of funds withdrawn for working capital purposes (not to exceed $ 1,000,000 annually) and taxes payable and less interest to pay dissolution expenses up to $ 100,000 ), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

The Sponsor, officers, directors and advisors (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated articles of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

(c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the amended and restated articles of incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $ 15 Private Warrant (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

However, the Initial Stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination.

The Company has until 24 months from the closing of the IPO to complete a Business Combination.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of funds withdrawn for working capital purposes (not to exceed $ 1,200,000 in aggregate) and taxes payable and less interest to pay dissolution expenses up to $ 100,000 ), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

There will be no redemption rights or liquidation distribution with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination period.

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.10 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.10 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Merger Agreement

On August 4, 2025, FGMC, Boxable Inc.

(“Target” or “BOXABLE”) and FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary of FGMC (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”).

The Merger Agreement provides for a two-step merger transaction (the “Mergers”) in which, first, Merger Sub will merge with and into BOXABL (the “First Merger”), with BOXABL surviving as a wholly-owned subsidiary of FGMC, and, immediately thereafter, BOXABL (as the surviving company in the First Merger) will merge with and into FGMC (the “Second Merger”), with Company continuing as the surviving public company (the “Combined Company”).

By virtue of the consummation of the Mergers, the Combined Company will change its name to BOXABL Inc.

The Boards of Directors of BOXABL, Company, and Merger Sub have unanimously approved the Merger Agreement and the transactions contemplated thereby.

Consideration

The aggregate merger consideration to be received by BOXABL stockholders is equal to a combination of preferred and common shares of FGMC that equals a total of $ 3,500,000,000 , each at a deemed value of $ 10 per share.

There is no minimum cash required to close the Merger.

Closing Conditions

The closing of the Mergers is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of BOXABL and FGMC, effectiveness of a registration statement on Form S-4 to be filed by the Company with the SEC in connection with the transaction, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, approval for listing of the Combined Company Common Stock on Nasdaq or NYSE, absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Merger Agreement.

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances.

Either BOXABL or FGMC may terminate the agreement by written notice if the closing has not occurred on or before December 31, 2025 (the “Agreement End Date”), provided that the right to terminate on this basis is not available to any party whose breach of the agreement has proximately caused the failure of the closing to occur by such date.

Termination is also permitted by mutual written consent of the parties, or by either party if a governmental authority enacts a law or order that makes consummation of the transactions illegal or otherwise prohibits the transaction, so long as the terminating party or its subsidiaries did not cause such prohibition by their own breach.

On November 3, 2025, Company entered into an amendment (the “Amendment”) to the Merger Agreement with Boxable.

Pursuant to the Amendment, the parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from December 31, 2025, to March 31, 2026.

Termination Provisions

Additional termination rights include the ability for either party to terminate if the required stockholder approvals from either BOXABL or FGMC are not obtained at their respective stockholder meetings, unless the failure to obtain such approval is due to the action or inaction of the party seeking termination.

The agreement may also be terminated by one party if the other party has committed a material breach of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions, subject to a cure period of up to thirty (30) days (or any shorter period remaining before the Agreement End Date) after notice of such breach.

Upon termination, the agreement becomes void and has no further effect, except for certain provisions that expressly survive, and subject to liability for any willful and material breach or actual fraud occurring prior to termination.

Each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.

Certain Related Agreements

In connection with the execution of the Merger Agreement, the sponsor of FGMC, entered into a support agreement pursuant to which it agreed to vote its shares of FGMC in favor of the transaction and take certain other actions in support of the Mergers (the “ Sponsor Support Agreement ”).

Certain stockholders of the BOXABLE entered into a support agreement pursuant to which they agreed to vote their shares of BOAXABLE in favor of the transaction and take certain other actions in support of the Mergers (the “ BOXABLE Support Agreement ”).

At closing, BOXABLE and FGMC will enter into lock-up agreements with certain BOXABLE stockholders (the “ BOXABLE Lock-Up Agreements ”) and with the sponsor (the “ Sponsor Lock-Up Agreement ”), restricting the transfer of certain shares for specified periods following the closing.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Use of estimates

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The Company did not have any cash equivalents as of December 31, 2025.

Marketable securities held in trust account

At December 31 2025, substantially all of the assets held in the Trust Account were invested in a money market fund focused on U.S Treasury obligation.

During the twelve months ended December 31, 2025, the Company withdrew $ 1,200,000 of the interest income in total for working capital purposes and withdrew $ 500,000 to pay tax liability.

Deferred offering costs

Deferred offering costs consist of legal, underwriter expenses and accounting expense incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to stockholders equity upon the completion of the Proposed Offering.

Should the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations.

Deferred offering costs consist of legal, underwriter expenses and accounting expense incurred through the balance sheet date that are directly related to the IPO and that are charged to stockholder’s equity upon the completion of the IPO.

Offering cost amounting to 1,481,032 (including $ 750,000 of underwriting fee and $ 250,000 of advisor fee) were charged to shareholders’ equity upon the completion of the IPO.

Warrant and Right Instruments

The Company accounts for the Public Rights issued in connection with the IPO, the Private Unit Rights and the $ 15 Private Warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”.

Under ASC 815-40, the Public Rights and the Private Unit Rights and $ 15 Private Warrants meet the criteria for equity treatment and as such will be recorded in shareholders’ equity.

If the Public Rights, Private Unit Rights and $ 15 Private Warrant no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period with changes recorded in the statement of operations.

Common stock subject to possible redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2025, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value using the “at redemption value” method and accordingly recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Such changes are reflected in additional paid-in-capital and retained or accumulated deficit if additional paid in capital account equals zero.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits as of September 30, 2024and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of December 31, 2025and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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Company’s year end is December 31 and no statutory tax deadline has yet occurred.

There was no provision for income taxes for the year ended December 31, 2024 and for the period September 30, 2023 (inception) to December 31, 2023.

As of December 31, 2025, Company has estimated $ 998,592 in capitalized start-up cost.

Company applied a 21 % federal tax rate and determined estimated deferred tax asset amount of approximate $ 209,704 .Company have taken a conservative approach and elected to take full valuation allowance against the deferred tax asset due to the uncertainty of the long term use of the asset.

As of December 31, 2025, the Company has estimated $ 637,747 in federal income tax expense on the income earned in the Trust Account.

During third quarter of 2025, Company made an estimated tax payment of $ 500,000 .

Reconciliation of Net Income (Loss) per Common Share

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share.

The Company utilize two class methodology in calculation of earnings per share.

The Company has redeemable shares that were issued in IPO and non-redeemable shares which include shares issued in Private Placement, Underwriter Units, Advisor Units and Founder Share (as described below).

Income and losses are shared pro rata between the redeemable and nonredeemable common shares.

Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

Net loss for the period from January 1, 2025 to IPO was allocated fully to the non-redeemable common shares.

Net income from IPO till December 31, 2025, was allocated to redeemable and non-redeemable common shares.

Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of common share outstanding for the potentially dilutive impact of outstanding warrants.

The following table reflects the calculation of basic and diluted net income(loss) per share of common stock (in dollars, except per share amounts):

Net loss from January 1, 2025, to IPO date

Net income from IPO date to December 31, 2025

Total income from January 1, 2025, to December 31, 2025

For the year ended December 31, 2025

Non- Redeemable

Total number of ordinary shares – Basic

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

( 2,821,978 )

( 3,617,920 )

Accretion applicable to the redeemable class

Total income (loss) by class

Weighted average shares

Earnings (loss) per ordinary share - Basic

For the year ended December 31, 2025

Non- Redeemable

Total number of ordinary shares – Diluted

Ownership percentage

Total income allocated by class

Accretion allocated based on ownership percentage

( 2,858,157 )

( 3,617,920 )

Accretion applicable to the redeemable class

Total income (loss) by class

Weighted average shares

Earnings (loss) per ordinary share - Diluted

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

The Company did not have any financial instruments as of December 31, 2024 and 2023.

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement”, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities.

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 input include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The fair value of the marketable securities held in Trust Account is determined using the level 1 input.

Operating Segments

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer and the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss.

The measure of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

General and administrative expenses

Interest earned on the Trust Account

The CODM reviews interest earned on the Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

Recently issued accounting standard

Management reviewed the updates to the improvement to reporting segment under ASU 2023-07 – Segment Reporting.

Company is a special purpose acquisition company in process of completing its Proposed Offering and does not have any operation.

As such the management does not have metric established to measure performance.

Management view the updated will have no material effect on the Company’s financial statement.

PROPOSED OFFERING

Pursuant to the Proposed Offering, the Company will offer for sale up to 8,000,000 Units (or 9,200,000 Units if the underwriters’ overallotment option is exercised in full) at a purchase price of $ 10.00 per Unit.

Each Unit will consist of one common share and one Public Rights to receive one -tenth common share.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods.

The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted.

The Company adopted this guidance for the year ended 2025.

The adoption resulted in disclosure changes only

In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, which requires enhanced disclosures related to the effective tax rate reconciliation and income taxes paid.

The guidance is intended to improve transparency regarding the nature and magnitude of factors contributing to differences between the statutory tax rate and the effective tax rate, as well as cash taxes paid by jurisdiction.

The Company adopted this standard effective January 1, 2025 on a prospective basis.

The adoption did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows, as the amendments are disclosure-only in nature.

Prior-period amounts have been recast to conform to the current-period presentation, where applicable.

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

INITIAL PUBLIC OFFERING

On January 30, 2025, the Company consummated its IPO of 8,000,000 Units at $ 10.00 per unit.

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 80,000,000

PRIVATE PLACEMENT

The Sponsor has committed to purchase an aggregate of 1,000,000 $ 15 Private Warrants at a price of $ 0.10 per $ 15 Private Warrant, and 223,300 and 25,000 Private Units at a price of $ 10.00 per Private Unit by Sponsor and Ramnaraine Jospeh Jaigobind, respectively, in each case, from the Company in a private placement that will occur simultaneously with the closing of the Proposed Offering.

The aggregate gross proceeds from the sale of $ 15 Private Warrants, and Private Units will be $ 2,583,000 .

If the Company does not complete a Business Combination within the Combination Period, the $ 15 Private Warrants and the Private Unit Warrants will expire worthless.

The $ 15 Private Warrants will be non-redeemable for cash and exercisable on a cashless basis.

Each $ 15 Private Warrant will entitle the holder to purchase one share of common stock at its respective exercise price.

Each Private Right will entitle the holder to receive one -tenth of common shares

Simultaneously with the closing of the IPO, the Company consummated Private Placement in which i) 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 .

RELATED PARTY TRANSACTIONS

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On August 21, 2024, the Company 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.

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).

On August 21, 2024, Company 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.

On 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 December 31, 2025, there were 2,000,000 Founder Shares outstanding.

The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50 % of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after a Business Combination, with respect to the remaining 50 % of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Public Shares for cash, securities or other property.

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On October 6, 2023, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 150,000 .

As of December 31, 2024, there was $ 125,000 outstanding under the Promissory Notes.

The Promissory Notes are noninterest bearing and payable on the earlier of (i) the consummation of the Proposed Offering or (ii) the date on which the Company determines not to conduct the Proposed Offering.

The Company drew $ 125,000 under the promissory note.

2025, the Company paid off the entire $ 125,000 balance.

As of December 31, 2025, there was no balance outstanding under the Promissory Notes.

The Promissory Notes are noninterest bearing and payable on the consummation of the IPO.

On January 30, 2025, the Company issued an unsecured promissory note of $ 417,000 to the Sponsor.

This promissory note bear interest at the rate of 12 % per year and will mature on January 30, 2026.

On March 5, 2025, the company paid $ 257,000 in principal and $ 4,935 in interest.

On April 1, 2025, the Company paid $ 160,000 in principal and $ 1,736 in interest As of December 31, 2025, there was no outstanding balance under the promissory note.

Administrative Services Agreement

Upon closing of the Proposed Offering, the Company intends to enter into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor will perform certain services for the Company for a monthly fee of $ 15,000 .

Chief Executive officer and Chief Financial Officer, and a senior advisor of the Company will serve as the managers of the Sponsor at close of Proposed Offering.

The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor will perform certain services for the Company for a monthly fee of $ 15,000 .

As of December 31, 2025, the Company has paid $ 180,000 to Sponsor.

There was $ 15,000 due to Sponsor at as of December 31, 2025

Both executive officers of the Company serve as the managers of the Sponsor at close of the IPO

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, the Private Units, the $ 15 Private Warrants (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering.

The holders of the Founder Shares, the Private Units, the $ 15 Private Warrants (and their underlying securities) are entitled to registration rights pursuant to a registration rights agreement.

The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.

Underwriting Agreement

The Company will grant the underwriters a 45 -day option to purchase up to 1,200,000 additional Units to cover over-allotments at the Proposed Offering price.

The underwriter and the manager will be entitled to a underwriting discount equal to the lesser of (i) 750,000 (ii) an amount equal to $ 750,000 plus 1 % of the gross proceeds from the sale of the Over-Allotment Units.

Underwriters will receive 40,000 private units (“Underwriter Units”) at close of Proposed Offering for a nominal price of $ 100 .

The Company granted the underwriters a 45 -day option to purchase up to 1,200,000 additional Units to cover over-allotments at the IPO price.

On February 5, 2025, the underwriters elected to terminate their over-allotment option to purchase 1,200,000 Units resulting in Sponsor to forfeit 300,000 Founder Shares.

The underwriter are entitled to a underwriting discount equal to the lesser of (i) 750,000 (ii) an amount equal to $ 750,000 plus 1 % of the gross proceeds from the sale of the Over-Allotment Units.

At IPO closing, underwriter were paid $ 750,000 .

Underwriters also received 40,000 private units (“Underwriter Units”) at close of IPO for a nominal price of $ 100 .

Additionally, the Underwriter has agreed to defer underwriting commissions equal to 3.5 % of the gross proceeds of the IPO (subject to the Company’s right, to allocate up to 50 % of such fee to another financial institution in Company’s sole discretion) upon completion of the Business Combination.

The deferred underwriter commission amount will be $ 2,800,000 payable only upon completion of the Business Combination.

Financial Advisor

Upon closing of the Proposed Offering, the Company will pay $ 250,000 to the financial advisor and issue 7,500 private units ( “Advisor Units”).

Upon closing of the IPO, the Company paid $ 250,000 to the financial advisor and issued 7,500 private units ( “Advisor Units”).

STOCKHOLDERS’ EQUITY

Common Shares – The Company is authorized to issue 100,000,000 shares of common stock, par value $ 0.0001 .

On August 21, 2024, Company 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.

There were 2,300,000 Founder Shares issued and outstanding as of December 31, 2024.

The Founder Shares will be exchanged into shares of common stock prior to or at the completion of the Proposed Offering.

On December 31, 2025, there were 2,295,800 common shares outstanding, excluding 8,000,000 shares subject to possible redemption.

Rights – Public Rights will entitle the holder to receive one -tenth common share per each Public Right.

The Company will have 800,000 or ( 920,000 Public Rights if the underwriters’ over-allotment option is exercised in full).

Warrants — The $ 15 Private Warrants will entitle the holder to purchase one common share at an exercise price of $ 15.00 per each 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.

The Company will have 1,000,000 $ 15 Private Warrant outstanding at the close of Proposed Offering.

On December 31, 2025, the Company had 829,580 total rights including 800,000 Public Rights outstanding at the close of the IPO.

Warrants — The $ 15 Private Warrants entitles the holder to purchase one common share at an exercise price of $ 15.00 per each share, is exercisable for a period of 10 years from the date of Business Combination, is non-redeemable, and may be exercised on a cashless basis.

The Company have 1,000,000 $ 15 Private Warrant outstanding at the close of the IPO.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

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SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions occurred through February 21, 2025.

The registration statement of the Company was declared effective on January 28, 2025.

On January 30, 2025, the Company consummated its initial public offering (“IPO”) of 8,000,000 Units at $ 10.00 per unit.

The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 80,000,000 .

Simultaneously with the closing of the IPO, the Company consummated Private Placement in which i) FG Merger Investors II LLC (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 .

Following the closing of the IPO, and amount of $ 80,800,00 ($ 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 a Trust Account and invested in a money market fund, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders.

On January 30, 2025, the Company issued an unsecured promissory note of $ 417,000 to the Sponsor.

This promissory note bears interest at the rate of 12 % per year and will mature on January 30, 2026.

There was $ 417,000 outstanding under the promissory note at January 30, 2025.

The holders of the Founder Shares, the Private Units, the $ 15 Private Warrants (and their underlying securities) are entitled to registration rights pursuant to a registration rights agreement which become effective as of January 30, 2025.

The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.

Company paid $ 750,000 in underwriter discount to the underwriter at closing of the IPO.

The company also issued 40,000 Underwriter Units to the underwriter.

Company paid $ 250,000 to the financial advisor at IPO closing.

The company also issued 7,500 Advisor Units to the financial advisor.

The Company granted the underwriters a 45 -day option to purchase up to 1,200,000 additional Units to cover over-allotments at the IPO price.

On February 5, 2025, the underwriter elected to terminate its Over-allotment option to purchase 1,200,000 Units.

Accordingly, the Company forfeited 300,000 Founder Shares.

As of February 21, there are 10,295,800 total outstanding common shares.

On February 6, 2025, the Company announced, commencing February 11, 2025, that holders of Units sold in IPO may elect to separately trade the Public Share and Public Right.

The Public Share and Public Rights will trade on Nasdaq under the symbol “FGMC” and “FGMCR” respectively.

The Company evaluated subsequent events and transactions occurred through the date of filing.Company has no material subsequent event to report.

The following exhibits are filed as part of, or incorporated by reference into, this Annual Report.

Description of Exhibit

Agreement and Plan of Merger, dated as of August 4, 2025, by and among Boxabl Inc., FG Merger II Corp., and FG Merger Sub II Inc.

(incorporated by reference to exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on August 5, 2025)

Amendment to Merger Agreement, dated as of November 3, 2025, by and among FG Merger II Corp., BOXABL Inc., and FG Merger Sub II Inc.

(incorporated by reference to exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on November 4, 2025)

Amended & Restated Articles of Incorporation of the Company (incorporated by reference to exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 3, 2025)

Warrant Agreement, dated January 28, 2025, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on February 3, 2025)

Description of Registrant’s Securities.

Letter Agreement, dated January 28, 2025, by and among the Company and its officers, directors, and the Sponsor (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 3, 2025)

7 unchanged sentences

and Continental Stock Transfer & Trust Company (incorporated by reference to exhibit 10.9 to the Current Report on Form 8-K filed with the SEC on February 3, 2025)

Sponsor Support Agreement, dated as of August 4, 2025 (incorporated by reference to exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 5, 2025)

Company Support Agreement, dated as of August 4, 2025 (incorporated by reference to exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on August 5, 2025)

Form of Company Lock-Up Agreement (incorporated by reference to exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on August 5, 2025)

Form of Sponsor Lock-Up Agreement (incorporated by reference to exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on August 5, 2025)

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Insider Trading Policy

Clawback Policy

Insider Trading Policy (incorporated by reference to exhibit 95 to the Annual Report on Form 10-K filed with the SEC on February 21, 2025)

Clawback Policy (incorporated by reference to exhibit 97 to the Annual Report on Form 10-K filed with the SEC on February 21, 2025)

XBRL Taxonomy Extension Calculation Linkbase Document

6 unchanged sentences

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

February 21, 2025

March 31, 2026

FG Merger II Corp.

Chief Executive Officer (Principal Executive Officer)

February 21, 2025

March 31, 2026

FG Merger II Corp.

3 unchanged sentences

Chairman of the board

February 21, 2025

March 31, 2026

/s/ Andrew B.

February 21, 2025

March 31, 2026

/s/ Richard E.

February 21, 2025

March 31, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures