United States securities and exchange commission logo
June 13, 2023
M. Wesley Schrader
Chief Executive Officer
FG Merger Corp.
104 S. Walnut Street
Itasca, Illinois 60143
Re: FG Merger Corp.
Form 10-K for
Fiscal Year Ended December 31, 2022
Filed February 2,
2023
File No. 001-41309
Dear M. Wesley Schrader:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, please revise your disclosure in all
future periodic filings
to include disclosure that addresses how this fact could impact your
ability to complete
your initial business combination. For instance, discuss the risk to
investors that you may
not be able to complete an initial business combination with a U.S.
target company should
the transaction be subject to review by a U.S. government entity,
such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose
that as a result, the pool of potential targets with which you could
complete an initial
business combination may be limited. Further, disclose that the time
necessary for
government review of the transaction or a decision to prohibit the
transaction could
prevent you from completing an initial business combination and require
you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
M. Wesley Schrader
FG Merger Corp.
June 13, 2023
Page 2
of the investment opportunity in a target company, any price
appreciation in the combined
company, and the warrants, which would expire worthless. Please
include an example of
your intended disclosure in your response.
In closing, 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.
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Raj Rajan, Staff
Accountant, at 202-551-3388 with any questions.
FirstName LastNameM. Wesley Schrader Sincerely,
Comapany NameFG Merger Corp.
Division of
Corporation Finance
June 13, 2023 Page 2 Office of Energy &
Transportation
FirstName LastName