FG Merger Investors II LLC - 30 Jan 2025 Form 4 Insider Report for FG Merger II Corp. (FGMC)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
03 Feb 2025, 20:40:37 UTC
Prior SEC filing
28 Jan 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Hassan R. Baqar By Hassan R. Baqar, its Manager

Key filing fact

FG Merger Investors II LLC filed Form 4 for FG Merger II Corp. (FGMC) on 03 Feb 2025.

Key facts

  • This page summarizes FG Merger Investors II LLC's Form 4 filing for FG Merger II Corp. (FGMC).
  • 3 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 03 Feb 2025, 20:40.

Change

  • Previous filing in this sequence was filed on 28 Jan 2025.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

FGMC transaction

Common stock, par value $0.0001

Purchase

Transaction value
Shares
+223,300
Change %
Price
Shares after
223,300
Date
30 Jan 2025
Ownership
Direct
Footnotes
F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

FGMC transaction Derivative

Rights

Purchase

Transaction value
Shares
+22,330
Change %
Price
Shares after
22,330
Date
30 Jan 2025
Ownership
Direct
Underlying class
Common stock, par value $0.0001
Underlying amount
22,330
Exercise price
$0.000000
Footnotes
F1, F2, F4
FGMC transaction Derivative

$15 Exercise Price Warrants

Purchase

Transaction value
Shares
+1,000,000
Change %
Price
Shares after
1,000,000
Date
30 Jan 2025
Ownership
Direct
Underlying class
Common stock, par value $0.0001
Underlying amount
1,000,000
Exercise price
$15.00
Footnotes
F3, F5, F6, F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 footnotes

Footnote F1

Simultaneously with the consummation of the Company's initial public offering FG Merger Investors II LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 223,300 units (the "Private Units") in a private placement for an aggregate purchase price of $2,233,000. Each Private Unit consists of one shares of common stock, par value $0.0001, and one right to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination.

Footnote F2

The Private Units were purchased for $10.00 per unit.

Footnote F3

The $15 Exercise Price Warrants will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination.

Footnote F4

Each right will be converted into one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination.

Footnote F5

Consists of 1,000,000 $15 Exercise Price Warrants purchased pursuant to the $15 Exercise Price Warrants Purchase Agreement, dated January 28, 2025, by and among FG Merger II Corp. and the Sponsor. Each $15 Exercise Price Warrant is exercisable for one shares of common stock at an exercise price of $15.00 per share.

Footnote F6

The $15 Exercise Price Warrants will expire ten years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Footnote F7

The $15 Exercise Price Warrants were purchased for $0.10 per warrant.

SEC remarks

Larry G. Swets, Jr., Hassan R. Baqar, and D. Kyle Cerminara are the managers of FG Merger Investors II LLC. The investment and voting decisions for FG Merger Investors II LLC are made jointly by the three managers and each of Messrs. Swets, Baqar and Cerminara disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

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