UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-41309

FG Merger Corp.

(Exact name of registrant as specified in its charter)


Delaware		86-2462502
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

104 S. Walnut Street, Itasca, Illinois 60143

(Address of Principal Executive Offices, including zip code)

708-870-7365

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units	FGMCU	THE NASDAQ STOCK MARKET LLC
Common stock	FGMC	THE NASDAQ STOCK MARKET LLC
Warrants	FGMCW	THE NASDAQ STOCK MARKET LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ⌧

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (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 an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


	☐ Large accelerated filer	☐ Accelerated filer
	☒ Non-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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of October 20, 2022 there were 10,157,750 shares of Common Stock, par value $0.0001 issued and outstanding.


PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18
Item 4.	Controls and Procedures	18
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
SIGNATURES		22


	September 30, 2022		December 31, 2021
		(Unaudited)		(Audited)
ASSETS
Current assets
Cash	$	772,121	$	—
Prepaid expenses		274,194		—
Total current assets		1,046,315		—

Marketable securities held in trust account		82,996,651		—
TOTAL ASSETS	$	84,042,966	$	—

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	71,469	$	3,272
Total current liabilities		71,469		3,272

TOTAL LIABILITIES	$	71,469	$	3,272

COMMITMENTS AND CONTINGENCIES
Common stock, $0.0001 par value, subject to possible redemption, 8,050,000 and 0 shares at redemption value, respectively	$	82,996,651	$	—

STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	$	—	$	—
Common stock, $0.0001 par value; 400,000,000 shares authorized; 2,107,750 and 0 shares issued and outstanding, respectively (excluding 8,050,000 and 0 shares subject to possible redemption, respectively)		211		—
Additional paid-in capital		887,401		—
Retained earnings (Accumulated deficit)		87,234		(3,272)
Total Stockholders’ Equity (Deficit)	$	974,846	$	(3,272)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	84,042,966	$	—


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating expenses:
General and administrative expenses	$	95,132	$	—	$	393,645	$	—
Loss from operations	$	(95,132)	$	—	$	(393,645)	$	—

Other income (expenses):
Investment income on trust account		372,393		—		484,151		—
Total other income (expense)	$	372,393	$	—	$	484,151	$	—

Net income	$	277,261	$	—	$	90,506	$	—

Weighted average redeemable common shares outstanding
Basic and diluted		8,050,000		—		6,302,564		—
Basic and diluted net income per share, redeemable shares	$	0.04	$	—	$	0.13	$	—

Weighted average non-redeemable common shares outstanding
Basic and diluted		2,107,750		—		2,020,780		—
Basic and diluted net loss per share, non-redeemable shares	$	(0.01)	$	—	$	(0.38)	$	—


	Shares Subject to Possible						Additional		Retained Earnings		Total
	Redemption			Common Stock			Paid-in		(Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit)		Equity/ (Deficit)
Balance at December 31, 2020	—	$	—	—	$	—	$	—	$	—	$	—
Net Income	—		—	—		—		—		—		—
Balance at June 30, 2021	—	$	—	—	$	—	$	—	$	—	$	—
Net Income	—		—	—		—		—		—		—
Balance at September 30, 2021	—	$	—	—	$	—	$	—	$	—	$	—

Balance at December 31, 2021	—	$	—	—	$	—	$	—	$	(3,272)	$	(3,272)
Issuance of 2,012,500 common shares to initial stockholders	—		—	2,012,500		201		24,799		—		25,000
Sale of 8,050,000 units at $10 per unit in IPO, including over-allotment, net of underwriters’ discount and offering expenses	8,050,000		79,259,163	—		—		—		—		—
Sale of 55,000 units at $10 per unit in private placement	—		—	55,000		6		549,994		—		550,000
Sale of 1,000,000 $15 strike warrants in private placement	—		—	—		—		100,000		—		100,000
Sale of 3,950,000 $11.50 strike warrants in private placement	—		—	—		—		3,950,000		—		3,950,000
Issuance of 40,250 underwriter units, including over-allotment	—		—	40,250		4		96		—		100
Accretion of common shares subject to redemption	—		3,365,095	—		—		(3,365,095)		—		(3,365,095)
Net Loss	—		—	—		—		—		(186,755)		(186,755)
Balance at June 30, 2022	8,050,000	$	82,624,258	2,107,750	$	211	$	1,259,794	$	(190,027)	$	1,069,978
Accretion of common shares subject to redemption	—		372,393	—		—		(372,393)		—		(372,393)
Net Income	—		—			—		—		277,261		277,261
Balance at September 30, 2022	8,050,000	$	82,996,651	2,107,750	$	211	$	887,401	$	87,234	$	974,846


	For the nine months ended September 30,
	2022		2021
Cash flows from operating activities
Net income	$	90,506	$	—
Adjustments to reconcile net income to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable		68,197		—
Prepaid expense		(274,194)		—
Net cash used in operating activities	$	(115,491)	$	—

Cash flows from investing activities
Investments in marketable securities		(248,094,151)		—
Proceeds from maturity		165,097,500		—
Net cash used in investing activities	$	(82,996,651)	$	—

Cash flows from financing activities
Proceeds from promissory notes		150,000		—
Repayment of promissory note		(150,000)		—
Proceeds from sale of shares of common stock to initial stockholders		25,000		—
Proceeds from sale of units in IPO, including over-allotment, net of offering costs		79,259,163		—
Proceeds from sale of private units in private placement		550,000		—
Proceeds from sale of $11.50 exercise warrants in private placements		3,950,000		—
Proceeds from sale of $15 exercise warrants in private placements		100,000		—
Proceeds from sale of underwriter units in private placement		100		—
Net cash provided by financing activities	$	83,884,263	$	—

Net increase in cash	$	772,121	$	—
Cash at beginning of period		—		—
Cash at end of period	$	772,121	$	—


Net loss from January 1, 2022 to IPO date	$	(3,727)
Net income from IPO date to quarter end September 30, 2022		94,233
Total income from January 1, 2022 to quarter end September 30, 2022	$	90,506


	For the period from July 1, 2022 through September 30, 2022
	Redeemable			Non- Redeemable
	Shares			Shares			Total
Total number of shares		8,050,000			2,107,750			10,157,750
Ownership percentage		79	%		21	%
Total income allocated by class	$	219,729		$	57,532		$	277,261
Less: Accretion allocated based on ownership percentage		(295,121)			(77,272)			(372,393)
Plus: Accretion applicable to the redeemable class		372,393						372,393
Total income (loss) by class	$	297,002		$	(19,740)

Weighted average shares		8,050,000			2,107,750
Earnings (loss) per share	$	0.04		$	(0.01)


	For the period from January 1, 2022 through September 30, 2022
	Redeemable			Non- Redeemable
	Shares			Shares			Total
Total number of shares		8,050,000			2,107,750			10,157,750
Ownership percentage		79	%		21	%
Total income allocated by class	$	74,679		$	15,826		$	90,506
Less: Accretion allocated based on ownership percentage		(2,961,953)			(775,535)			(3,737,488)
Plus: Accretion applicable to the redeemable class		3,737,488						3,737,488
Total income (loss) by class	$	850,215		$	(759,709)

Weighted average shares		6,302,564			2,020,780
Earnings (loss) per share	$	0.13		$	(0.38)


No.		Description of Exhibit
31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Date: October 20, 2022	FG Merger Corp.


	By:	/s/ Emily Torres
		Name: Emily Torres
		Title: Chief Financial Officer (Principal Financial Officer and Accounting Officer)

SEC Form 10-Q filed by FG Merger Corp.