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

Role
10%+ Owner
Signature
/s/ Hassan R. Baqar By Hassan R. Baqar, its Manager
Issuer symbol
FGMC
Transactions as of
30 Jan 2025
Net transactions value
$0
Form type
4
Filing time
03 Feb 2025, 20:40:37 UTC
Previous filing
28 Jan 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FGMC Common stock, par value $0.0001 Purchase +223,300 223,300 30 Jan 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FGMC Rights Purchase +22,330 22,330 30 Jan 2025 Common stock, par value $0.0001 22,330 $0.000000 Direct F1, F2, F4
transaction FGMC $15 Exercise Price Warrants Purchase +1,000,000 1,000,000 30 Jan 2025 Common stock, par value $0.0001 1,000,000 $15.00 Direct F3, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
F2 The Private Units were purchased for $10.00 per unit.
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.
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.
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.
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.
F7 The $15 Exercise Price Warrants were purchased for $0.10 per warrant.

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.