SecProbe.io

September 23, 2024
Hassan R. Baqar
Chief Financial Officer
FG Merger II Corp.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
Re:FG Merger II Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 23, 2024
File No. 333-275155
Dear Hassan R. Baqar:
            We have reviewed your amended registration statement and have the following
comments. It appears you have included disclosure intended to address the new rules and
amendments relating to special purpose acquisition companies effective July 1, 2024. As you
initially filed your registration statement on October 24, 2023, please note that the comments in
this letter referring to Subpart 1600 of Regulation S-K reflect your choice to comply voluntarily
with these new rules.
            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.
Amendment No. 2 to Registration Statement on Form S-1 filed August 23, 2024
Cover Page
1.Please state the amount of the compensation received or to be received by the SPAC
sponsor, its affiliates, and promoters. Please also revise to discuss whether the
compensation to be paid and securities issued to the sponsor, its affiliates, and promoters,
may result in a material dilution of the purchasers’ equity interests. Please provide a
cross-reference highlighted by prominent type or in another manner, to all the sections in
the prospectus for disclosures related to compensation. See Item 1602(a)(3) of Regulation
S-K.

September 23, 2024
Page 2
2.Please clearly state that there may be actual or potential material conflicts of interest
between the sponsor, its affiliates, or promoters as one group, and purchasers in the
offering as another group. See Item 1602(a)(5) of Regulation S-K.
Summary, page 1
3.We refer you to your tabular presentation of dilution at quartile intervals on the outside
cover page and on pages 69 and 70. Such tabular presentation appears to assume your
maximum redemption threshold is the entire amount of shares to be sold to public
shareholders as part of this offering. We further note your disclosure on page F-7 that
you will proceed with a Business Combination only if the Company has net tangible
assets, after payment of the deferred underwriting fees, of at least $5,000,000 upon or
immediately prior to such consummation of a Business Combination. Please tell us how
you considered this redemption restriction in your determination of your maximum
redemption threshold for your dilution presentation. Please refer to Item 1602 of
Regulation S-K.
Prior SPAC Experience, page 7
4.When discussing involvement with other SPACs, please revise to balance your disclosure.
For example, with respect to the completed de-SPAC, please revise to disclose additional
information regarding the de-SPAC transactions, including the financing needed for the
transactions. In addition, revise your disclosure here to discuss the high level of
competition you may face in pursuing business combination transaction candidates, which
you discuss on page 34, and also explain that the competition may negatively impact the
acquisition terms you are able to negotiate.
Initial Business Combination, page 9
5.We note that you may extend the time to complete a business combination beyond 24
months. Please also disclose that there is no limit on the number of extensions that
you may seek and that you do not expect to extend the time period to consummate our
initial business combination beyond 36 months from the closing of this offering, as
disclosed on page 32. See Item 1602(b)(4) of Regulation S-K.
Sourcing of Potential Initial Business Combination Targets, page 10
6.Please revise the disclosures outside of the table to describe the extent to which the
compensations and/or the conversion of the working capital loans into private placement
units may result in a material dilution of the purchasers' equity interests. See Item
1602(b)(6) of Regulation S-K.
You state that you do not believe the fiduciary duties or contractual obligations of your
officers or directors will materially affect your ability to complete an initial business
combination. We also note that you state that you expect to focus your search on
businesses in the financial services industry in North America. Please expand your
disclosures to explain the basis for this belief, and in particular, specifically address in
your explanation Mr. Swets’ obligations to FG Merger III Corp. which in its initial public
offering registration statement, stated that it intends to focus its search for a target

 7.

September 23, 2024
Page 3
business in the financial services industry in North America.  We also note that FG
Acquisition Corp., of which Mr. Swets is the CEO, indicates on its website that it intends
to focus its search for a target in the financial services sector.
Founder shares, page 16
8.Please revise to clarify whether the sponsor may receive additional securities pursuant to
any anti-dilution adjustments.
9.Please expand your disclosure here, and elsewhere as appropriate, including your risk
factor on page 30, to clarify if any public shares sold in this offering would be required to
approve the business combination if the over-allotment option is exercised and quorum is
present at the meeting.
Conflicts of interest, page 28
10.Please revise your disclosure in this section to clearly state the conflicts with purchasers in
the offering. See Item 1602(b)(7) of Regulation S-K.
11.Please revise to clearly disclose the nominal price paid for the securities and the conflict
of interest in determining whether to pursue a de-SPAC transaction. See Item 1602(b)(7)
of Regulation S-K.
Risk Factors, page 30
12.We note the disclosure on page 121 and elsewhere that in order to facilitate your initial
business combination or a PIPE financing or for any other reason determined by your
sponsor in its sole discretion, your sponsor may surrender or forfeit, transfer or exchange
your founder shares, private placement units or any of your other securities, including for
no consideration, as well as subject any such securities to earn-outs or other restrictions,
or otherwise amend the terms of any such securities or enter into any other arrangements
with respect to any such securities. Please add risk factor disclosure about risks that may
arise from the sponsor having the ability to remove itself as your sponsor before
identifying a business combination, including through the unconditional ability to transfer
the founder shares or otherwise.
Dilution, page 68
13.Please revise to clarify whether one of the assumptions used to calculate dilution is that no
additional securities will be issued in connection with additional financing to facilitate an
initial business combination. Please also expand your disclosure to highlight that you may
need to do so as you intend to seek an initial business combination with a target company
with an enterprise value significantly greater than the net proceeds of the offering and the
sale of private units, as stated on page 11.
Proposed Business, page 85
14.Please revise the table on page 85 to disclose the lock-up agreement with the underwriter.
See Item 1603(a)(9) of Regulation S-K.

September 23, 2024
Page 4
Financial Statements
Note 2. Summary of Significant Accounting Policies
Deferred Offering Costs, page F-9
15.We note your deferred offering costs include audit expense. Please tell us the nature and
amount of the expense. Include within your response how the company determined the
expense represents a deferred offering cost and cite all relevant accounting literature
within your response.
Exhibits and Financial Statement Schedules
Amended and Restated Articles of Incorporation, page II-4
16.We note that the amended articles refer to a 15-month period to complete an initial
business combination or 18 months if extended. Please revise or advise.
            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