Item 5. Other Information
ITEM 5. OTHER INFORMATION.
N o n e .
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
No.
Description of Exhibit
3.1**
Amended & Restated Articles of Incorporation of the Company
4.1**
Warrant Agreement, dated January 28, 2025, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC
10.1**
Letter Agreement, dated January 28, 2025, by and among the Company and its officers, directors, and the Sponsor
10.2**
Investment Management Trust Agreement, dated January 28, 2025, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC
10.3**
Registration Rights Agreement, dated January 28, 2025, by and among the Registrant and certain security holders
10.4**
Administrative Services Agreement , dated January 28, 2025, by and between the Registrant and the Sponsor
10.5**
Indemnity Agreements, each dated as of January 28, 2025, by and between the Registrant and each of the officers and directors of the Registrant
10.6**
Private Placement Units Purchase Agreement, dated January 28, 2025, by and between the Company and the Sponsor
10.7**
$15 Exercise Price Warrants Purchase Agreement, dated January 28, 2025, between the Registrant and FG Merger Investors LLC
10.8**
Promissory Note issued to Sponsor, dated January 28, 2025.
10.9**
Rights Agreement, dated January 28, 2025, by and between FG Merger II Corp. and Continental Stock Transfer & Trust Company.
31.1
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
*
Furnished herewith
**
Incorporated by reference to the Current Report on Form 8-K filed with the SEC on February 3, 2025.
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 30, 2025
FG MERGER II CORP.
By:
/s/ Hassan R. Baqar
Name: Hassan R. Baqar
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
23
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.