SecProbe.io

CORRESP
 1
 filename1.htm

 August
6, 2026

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn: Pam Howell

 Re:
 BOXABL
 Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-297729

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, BOXABL Inc. hereby requests that the above-referenced Registration Statement
on Form S-3 become effective on Monday, August 10, 2026, at 5:00 p.m., Eastern Time, or as soon as practicable thereafter. The registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3.

 If
you have any questions regarding the foregoing, please contact Michael J. Blankenship of Winston Taylor LLP, counsel to BOXABL Inc.,
at (713) 651-2678. Please notify Mr. Blankenship when this request for acceleration of effectiveness has been granted.

 Sincerely,

 /s/
 Galiano Tiramani

 Galiano
 Tiramani

 Co-Chief
 Executive Officer

 cc:
 Michael
 J. Blankenship, Winston Taylor LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 3, 2026

Paolo Tiramani
Co-Chief Executive Officer
BOXABL Inc.
5345 E. N. Belt Road
North Las Vegas, Nevada 89115

 Re: BOXABL Inc.
 Registration Statement on Form S-3
 Filed July 27, 2026
 File No. 333-297729
Dear Paolo Tiramani:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.
 Please contact Pam Howell at 202-551-3357 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
</TEXT>
</DOCUMENT>

CORRESP
1
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FG
Merger II Corp.

104 S. Walnut Street, Unit 1A

Itasca, IL 60143

VIA EDGAR

January 23, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

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 under the Securities
Act of 1933, as amended, FG Merger II Corp. hereby requests acceleration of effectiveness 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.

    Very truly yours,

    /s/ Larry G. Swets

    Larry G. Swets,

    Chief Executive Officer

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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

CORRESP
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    Giovanni Caruso

    Partner

    345 Park Avenue

    New York, NY 10154

    Direct   212.407.4866

Main     212.407.4000

Fax        212.937.3943

gcaruso@loeb.com

VIA EDGAR

December 10, 2024

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Ronald (Ron) E. Alper

    Jeffrey Gabor

    William Demarest

    Shannon Menjivar

    Re:

    FG Merger II Corp.

    Amendment No. 3 to Registration Statement
    on Form S-1

    Filed October 4, 2024

    File No. 333-275155

Dear Mr. Danberg:

On behalf of our client, FG Merger II Corp., a
Nevada corporation (the “Company”), we hereby respond to the comments of the staff of the Division of Corporation
Finance of the Commission (the “Staff”) with respect to the above-referenced Registration Statement on Form S-1
filed on October 4, 2024 (the “Registration Statement”) contained in the Staff’s letter dated October
28, 2024 (the “Comment Letter”).

The Company has filed via EDGAR the Registration
Statement on Form S-1 (the “Amended Registration Statement”), which reflects the Company’s responses
to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter
is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the
page numbers in the Registration Statement.

Amendment No. 3 to Registration Statement on Form S-1 filed October
4, 2024

Summary, page 1

    1.

    We note your response to prior comment 3 and that you
    have deleted the language regarding net tangible assets on page F-7 of the June 30, 2024 unaudited financial
    statements.  Please clarify why you have retained this language on page F-8 of the December 31,
    2023 audited financial statements.

Responses: The Company acknowledges the Staff’s
comment and has revised the disclosure on page F-8 in accordance with the Staff’s comment.

Financial Statements

Note 2. Summary of Significant Accounting Policies

Deferred Offering Costs, page F-9

    16.

    We note your response to prior comment 15. Please tell us how
    you considered that the audited financial statements can be used for other purposes other than preparing for the IPO in your
    determination that the audit fee is incremental and directly attributable to the offering. In addition, tell us how you
    considered the second premise outlined in SAB Topic 5A specifically that general and administrative expenses may not be
    allocated as costs of the offering when forming your conclusion.

Responses:
The Company acknowledges the Staff’s comment and advises the Staff that the Company has recorded only the initial immaterial audit
fee of $15,000 as deferred offering cost for the period September 20,2023 (inception) to October 10, 2023 because the initial audit engagement
is for the sole purpose of including initial audited financial statements in the registration statement of the Company in connection with
its IPO. The Company has no other current purpose for getting an audit completed, and neither can the audited financial statements for
the 20-day stub period since inception be used for any other purpose (other than IPO registration statement) given the specific purpose
of audit engagement. The filing of the registration statement is a direct step toward completing the offering. Hence, the Company views
the professional accounting cost incurred as directly attributable towards the IPO. The Company has recorded the deferred offering cost
pursuant to the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — Expenses of Offering.
The IPO has not been aborted and the Company fully expects to complete the IPO.

The Company incurred other general and administrative expenses,
including audit fee for year ended December 31, 2023 and finanaical statement review fee for the nine month period September 30, 2024
that were no considered direct and incremental to the filing of the initial registration statement, , and hence they are expensed through
profit and loss.

All future professional accounting fees will continue to
be immediately expensed as professional fees expense subsequent to the IPO, and the initial audit fee incurred for th 20 day stub for
the filing of the registration statement are the only incremental professional accounting costs associated with the offering.

Please do not hesitate to contact Giovanni Caruso of Loeb &
Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

October 28, 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. 3 to Registration Statement on Form S-1
Filed October 4, 2024
File No. 333-275155
Dear Hassan R. Baqar:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our September 23, 2024
letter.
Amendment No. 3 to Registration Statement on Form S-1 filed October 4, 2024
Summary, page 1
1.We note your response to prior comment 3 and that you have deleted the language
regarding net tangible assets on page F-7 of the June 30, 2024 unaudited financial
statements.  Please clarify why you have retained this language on page F-8 of the
December 31, 2023 audited financial statements.

October 28, 2024
Page 2
Financial Statements
Note 2. Summary of Significant Accounting Policies
Deferred Offering Costs, page F-9
2.We note your response to prior comment 15. Please tell us how you considered that
the audited financial statements can be used for other purposes other than preparing
for the IPO in your determination that the audit fee is incremental and directly
attributable to the offering. In addition, tell us how you considered the second premise
outlined in SAB Topic 5A specifically that general and administrative expenses may
not be allocated as costs of the offering when forming your conclusion.
            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

CORRESP
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    Giovanni Caruso

    Partner

    345 Park Avenue

    New York, NY 10154

    Direct   212.407.4866

Main     212.407.4000

Fax        212.937.3943

gcaruso@loeb.com

VIA EDGAR

October 4, 2024

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Ronald (Ron) E. Alper

    Jeffrey Gabor

    William Demarest

    Shannon Menjivar

    Re:

    FG Merger II Corp.

    Amendment No. 2 to Registration Statement
    on Form S-1

    Filed August 23, 2024

    File No. 333-275155

Dear Mr. Danberg:

On behalf of our client, FG
Merger II Corp., a Nevada corporation (the “Company”), we hereby respond to the comments of the staff of the
Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Registration
Statement on Form S-1 submitted on August 23, 2024 (the “Registration Statement”) contained in the
Staff’s letter dated September 23, 2024 (the “Comment Letter”).

The Company has filed via
EDGAR the Registration Statement on Form S-1 (the “Amended Registration Statement”), which reflects the
Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained
in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set
forth below refer to the page numbers in the Registration Statement.

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.

Responses: The Company acknowledges the Staff’s
comment and has revised the disclosure on the cover page and on pages 12 and 92 of the Amended Registration Statement.

 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.

Responses: The Company acknowledges the Staff’s
comment and has revised the disclosure on the cover page and on pages 12 and 92 of the Amended Registration Statement.

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.

Responses: The Company acknowledges the Staff’s
comment and advises the Staff that the proposed amended and restated certificate of incorporation of the Company does not contain a minimum
net tangible assets requirement and, as such, the Company has deleted the language regarding net tangible assets on page F-7.

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.

Responses: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 8 and 88 of the Amended Registration Statement.

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.

Responses: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 10, 30, 37, 89 and 100 of the Amended Registration Statement.

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.

Responses: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 12and 92 of the Amended Registration Statement.

 7. 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 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.

Responses:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 13, 32, 52, 92 and 120 of the Amended
Registration Statement. In addition, the Company advises the Staff that FG Acquisition Corp. completed its business combination and is
no longer seeking a target.

Founder shares, page 16

 8. Please revise to clarify whether the sponsor may receive additional securities pursuant to any anti-dilution adjustments.

Responses: The Company acknowledges the Staff’s
comment and has revised the disclosure on the cover page and pages 12, 19, 49, 60 and 92 of the Amended Registration Statement.

 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.

Responses: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 19, 26, 35, 98, and 132 of the Amended Registration Statement.

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.

Responses: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 31 of the Amended Registration Statement.

 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.

Responses: The Company acknowledges
the Staff’s comment and has revised the disclosure on page 33 of the Amended Registration Statement.

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.

Responses: The Company acknowledges the Staff’s
comment and has revised the disclosure on page 48 of the Amended Registration Statement.

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.

Responses: The Company acknowledges the Staff’s
comment and has revised the disclosure on page 73 of the Amended Registration Statement.

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.

Responses: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 20 and 150 of the Amended Registration Statement.

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.

Responses: The Company acknowledges the Staff’s
comment and advises the Staff that out of the total deferred offering costs of $114,670 recorded by the Company on the balance sheet date,
$9,000 relates to the audit fee for the period from September 20,2023 (inception) to October 10, 2023 which was incurred in
connection the preparation of the filing of the initial Registration Statement on Form S-1 for this offering. All future audit fees
will be immediately expensed as professional fees subsequent to the IPO, and the audit fee for the initial S-1 is the only incremental
audit cost associated with the offering.

The Company referred to SEC’s Codification of Staff
Accounting Bulletins – SAB Topic 5.A. Specific accounting cost related to a transaction are included in the deferred cost. As such,
the Company views the above described audit fee as a deferred cost given it specifically relates to filing of a Registration Statement
on S-1 in connection with an initial public offering.

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.

Responses: The Company acknowledges the Staff’s
comment and has revised the Amended and Restated Articles of Incorporation to reflect that the Company will have 24 months to complete
a business combination.

Please do not hesitate to contact Giovanni
Caruso of Loeb & Loeb LLP at (212) 407-4866 with any questions or comments regarding this letter.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

cc: Robert I. Kauffman

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

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    GIOVANNI CARUSO

    Partner

    345 Park Avenue

    New York, NY 10154

    Direct
    212.407.4866

    Main
      212.407.4000

    Fax
         212.407.4990

    gcaruso@loeb.com

Via Edgar

November 27, 2023

    Division of Corporation Finance

    U.S. Securities & Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

    Attention:
    William Demarest

    Shannon Menjivar

    Ronald (Ron) E. Alper

    Jeffrey Gabor

    Re:
    FG Merger II Corp.

Registration Statement on Form S-1

Filed October 24, 2023

File No. 333-275155

Dear Mr. Demarest:

On behalf of our client, FG Merger II Corp. (the “Company”),
we hereby provide a response to the comments issued in a letter dated November 20, 2023 (the “Staff’s Letter”)
regarding the Company’s Registration Statement on Form S-1 that was filed by the Company on October 24, 2023 (the “Registration
Statement”). Concurrently with the submission of this letter, the Company is filing an amendment to the Registration Statement (the
 “Amended Registration Statement”) via EDGAR for review in accordance with the procedures of the Securities and Exchange Commission.

In order to facilitate the review by the staff of the Securities and
Exchange Commission (the “Staff”) of the Amended Registration Statement, we have responded, on behalf of the Company, to the
comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Staff’s Letter.

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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure throughout the Amended Registration Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 18 of the Amended Registration
Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 46 of the Amended Registration
Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 23 and 92 of the Amended Registration
Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 119 of the Amended Registration
Statement.

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.

Response: The
Company acknowledges the Staff’s comment and has filed an updated consent from the Company’s auditor in accordance with
the Staff’s comment.

Thank you very much for your time and attention to this matter and
please call me at 212.407.4866 if you would like additional information with respect to any of the foregoing.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

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