Sec Form 4 Filing - FG Merger Investors II LLC @ FG Merger II Corp. - 2025-01-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FG Merger Investors II LLC 2. Issuer Name and Ticker or Trading Symbol FG Merger II Corp. [ FGMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FG MERGER II CORP.,, 104 S. WALNUT STREET, UNIT 1A 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2025 (Street) ITASCA, IL60143 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock, par value $0.0001 ( 1 ) 01/30/2025 P 223,300 A 223,300 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Rights ( 1 ) $ 0 01/30/2025 P 22,330 ( 4 ) ( 4 ) Common stock, par value $0.0001 22,330 ( 2 ) 22,330 D $15 Exercise Price Warrants ( 5 ) $ 15 01/30/2025 P 1,000,000 ( 3 ) ( 6 ) Common stock, par value $0.0001 1,000,000 ( 7 ) 1,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FG Merger Investors II LLC C/O FG MERGER II CORP., 104 S. WALNUT STREET, UNIT 1A ITASCA, IL60143 X Signatures /s/ Hassan R. Baqar By Hassan R. Baqar, its Manager 02/03/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Simultaneously with the consummation of the Company's initial public offering FG Merger Investors II LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 223,300 units (the "Private Units") in a private placement for an aggregate purchase price of $2,233,000. Each Private Unit consists of one shares of common stock, par value $0.0001, and one right to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination. ( 2 )The Private Units were purchased for $10.00 per unit. ( 3 )The $15 Exercise Price Warrants will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination. ( 4 )Each right will be converted into one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination. ( 5 )Consists of 1,000,000 $15 Exercise Price Warrants purchased pursuant to the $15 Exercise Price Warrants Purchase Agreement, dated January 28, 2025, by and among FG Merger II Corp. and the Sponsor. Each $15 Exercise Price Warrant is exercisable for one shares of common stock at an exercise price of $15.00 per share. ( 6 )The $15 Exercise Price Warrants will expire ten years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. ( 7 )The $15 Exercise Price Warrants were purchased for $0.10 per warrant.

Remarks: Larry G. Swets, Jr., Hassan R. Baqar, and D. Kyle Cerminara are the managers of FG Merger Investors II LLC. The investment and voting decisions for FG Merger Investors II LLC are made jointly by the three managers and each of Messrs. Swets, Baqar and Cerminara disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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