United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

May 14, 2025

Date of Report (Date of earliest event reported)

FG Merger II Corp.

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-42493		86-2579471
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

104 S. Walnut Street, Unit 1A, Itasca, IL		60143
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 751-9017

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FGMC	THE NASDAQ STOCK MARKET LLC
Rights	FGMCR	THE NASDAQ STOCK MARKET LLC
Units	FGMCU	THE NASDAQ STOCK MARKET LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On May 14, 2025, FG Merger II Corp. (the “Company”) entered into a side letter (the “Side Letter”) to its underwriting agreement with the underwriter of its initial public offering (the “Underwriter”) pursuant to which, notwithstanding the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company (the “Continental”) which allows the Company to withdraw up to $1,000,000 per year of the interest earned on the Company’s trust account (or $2,000,000 in aggregate over two years), the Company agreed not to withdraw more than $1,200,000 in aggregate for working capital purposes from the Company’s trust account during the period beginning on the closing of the Company’s initial public offering and ending upon the consummation of the Company’s initial business combination. Continental executed the Side Letter in acknowledgement of the foregoing agreement.

The foregoing description of the Side Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On May 14, 2025, the Company issued the press release attached hereto as Exhibit 99.1, announcing the reduction of the permitted working capital withdrawals from the Company’s trust account.

The information in this Item 7.01 (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description

10.1		Side Letter to the Underwriting Agreement, dated May 14, 2025, between the Company and the Underwriter.
99.1		Press release dated May 14, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 14, 2025

FG MERGER II CORP.

By:	/s/ Hassan R. Baqar
Name:	Hassan R. Baqar
Title:	Chief Financial Officer

FG Merger II Corp. 8-K