Correspondence 0001104659-25-005728 from FG Merger II Corp. (FGMC, FGMCR, FGMCU) (CIK 0001906364) (FGMC)
FG Merger II Corp. (FGMC, FGMCR, FGMCU) (CIK 0001906364)
Date: Jan. 23, 2025 · CIK: 0001906364 · Accession: 0001104659-25-005728
AI Filing Summary & Sentiment
File numbers found in text: 333-275155
Letter
ThinkEquity LLC
17 State Street, 41st Floor
New York, NY 10004
January 23,
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F St., NE
Washington, D.C. 20549
Re: FG Merger II Corp.
Registration Statement on Form S-1 (File No. 333-275155)
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, ThinkEquity LLC as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on Monday, January 27, 2025, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.
Very truly yours,
ThinkEquity LLC
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CORRESP
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ThinkEquity LLC
17 State Street, 41st Floor
New York, NY 10004
January 23,
2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F St., NE
Washington, D.C. 20549
Re:
FG Merger II Corp.
Registration Statement on Form S-1 (File No. 333-275155)
Ladies and Gentlemen:
Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of
1933, as amended, ThinkEquity LLC as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on Monday, January 27, 2025, or as soon thereafter
as practicable.
Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.
The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking