FG Merger II Corp 2025年度报告

Securities registered pursuant to Section12(b)of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for thepast 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company 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 orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section404 (b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act): Yes☒No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates on June30, 2025, based upon the closing price of theordinary shares on such date as reported on Nasdaq Global Market, was approximately $79,509,300. As of March 31, 2026 there were 10,295,800 shares of Common Stock, par value $0.0001, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. FG MERGER II CORP. Annual Report on Form10-KTABLE OF CONTENTS Cautionary NoteRegarding Forward-Looking Statements PARTI–Item1.Business2Item1A.RiskFactors10Item1B.UnresolvedStaffComments10Item1C.Cybersecurity10Item2.Properties11Item3,Legal Proceedings11Item4.Mine Safety Disclosures11PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities11Item6.Selected Financial Data12Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations12Item7A.Quantitative and Qualitative Disclosure about Market Risk21Item8.Financial Statements and Supplementary Data21Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure21Item9A.Controls and Procedures21Item9B.Other Information21Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections21PartIII22Item10Directors, Executive Officers, and Corporate Governance22Item11.Executive Compensation30Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters31Item13.Certain Relationships and Related Transactions, and Director Independence32Item14.Principal Accountant Fees and ServicesPARTIVItem15.Exhibits and Financial Statement SchedulesF-1SIGNATURES39 References in this report (the “Annual Report”) to “we,” “us” or the “Company” or “FGMC” refer to FG Merger IICorp. References to our “management” or our “management team” refer to our officers and directors, and references tothe “Sponsor” refer to FG Merger Investors IILLC. Certain information contained in the discussion and analysis setforth below includes forward-looking statements that involve risks and uncertainties Cautionary NoteRegarding Forward-Looking Statements Certain statements in this annual report on Form10-K (this “Form 10-K”) may constitute “forward-lookingstatements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to,statements regarding our