UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
FG MERGER II CORP.
(Exact name of registrant as specified in its charter)
| Nevada | | 86-2579471 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer Identification No.) |
104 S. Walnut Street, Unit 1A Itasca, IL | | 60143 |
| (Address of principal executive offices) | | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered | | Name of each exchange on which
each class is to be registered |
Units, each consisting of one shares of common stock, $0.0001 par value per share, and one right | | The NASDAQ Stock Market LLC |
| Common stock, $0.0001 par value per share | | The NASDAQ Stock Market LLC |
| Rights to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination | | The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement file number to which this form relates:
333-275155
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant’s Securities to be Registered
The securities to be registered hereby are units, common stock, par value $0.0001 per share, and rights to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination of FG Merger II Corp., a Nevada corporation (the “Registrant”). The description of the units (each consisting of one share of common stock, $0.0001 par value per share, and one right), the common stock and the rights (each entitling the holder thereof to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination) of Registrant, as set forth under the caption “Description of Securities” in the prospectus forming a part of the Registration Statement on Form S-1, as originally filed with the Securities and Exchange Commission (the “Commission”) on October 24, 2023 (Registration No. 333-275155), including exhibits, and as subsequently amended from time to time (the “Registration Statement”), is hereby incorporated by reference. In addition, the above-referenced description included in any prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.
Item 2. Exhibits
Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on the NASDAQ Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: January 28, 2025 | FG MERGER II CORP. |
| | | | |
| | By: | /s/ Hassan R. Baqar |
| | | Name: | Hassan R. Baqar |
| | | Title: | Chief Financial Officer |
