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United States securities and exchange commission logo
November 20, 2023
Hassan R. Baqar
Chief Financial Officer
FG Merger II Corp.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
Re:FG Merger II Corp.
Registration Statement on Form S-1
Filed October 24, 2023
File No. 333-275155
Dear Hassan R. Baqar :
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed October 24, 2023
Cover Page
1.We note your disclosure that you will have 24 months from the closing of the initial
public offering to consummate your initial business combination. Please clarify, if true,
that you may amend your organizational documents to extend your business combination
deadline. If there are reasons why you cannot or will not seek shareholder approval
to extend such deadline, please state so. Please add similar clarification elsewhere in your
filing where you describe the deadline.
The Offering, page 12
2.Please revise this section to discuss the potential dilutive effects of the private units and
$15 Exercise Price Warrants to investors in the offering.

 FirstName LastNameHassan R. Baqar
 Comapany NameFG Merger II Corp.
 November 20, 2023 Page 2
 FirstName LastName
Hassan R. Baqar
FG Merger II Corp.
November 20, 2023
Page 2
We may issue additional shares of common stock or shares of preferred stock to complete our
initial business combination..., page 46
3.We note your disclosure here and your references to PIPE transactions elsewhere. Please
clarify the purposes of these additional issuances. Also, clearly disclose their impact to
you and investors. To the extent you may utilize PIPE transactions, disclose that the
agreements are intended to ensure a return on investment to the investor in return for
funds facilitating the sponsor’s completion of the business combination or
providing sufficient liquidity. Additionally, please also disclose that these arrangements
result in costs particular to the de-SPAC process that would not be anticipated in a
traditional IPO.
Manner of Conducting Redemptions, page 92
4.We note your statement that your public shareholders will have the opportunity to
redeem their shares upon the completion of your business combination. Please revise here,
and elsewhere, to disclose whether the shareholders will be permitted to redeem their
shares if they do not vote, or abstain from voting.
Principal Stockholders, page 119
5.Please disclose the natural person or persons who exercise the voting and/or dispositive
control with respect to the securities owned by FG Merger Investors II LLC.
Exhibits
6.The consent of your independent registered public accounting firm filed as Exhibit 23.1
references the audit report dated October 20, 2023.  However, the audit report included in
your filing is dated October 24, 2023.  Please obtain and file an updated consent from
your auditor that references the report included in the filing.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameHassan R. Baqar
 Comapany NameFG Merger II Corp.
 November 20, 2023 Page 3
 FirstName LastName
Hassan R. Baqar
FG Merger II Corp.
November 20, 2023
Page 3
            Please contact William Demarest at 202-551-3432 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Giovanni Caruso