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 June 30, 2023

☐ 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)

303-396-8751

(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 August 10, 2023 there were 10,157,750 shares of Common Stock, par value $0.0001 issued and outstanding.

Table of Contents

FG MERGER CORP.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	29
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
SIGNATURES		32

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

FG Merger Corp.

Balance Sheet


	June 30, 2023		December 31, 2022
		(Unaudited)		(Audited)
ASSETS
Current assets
Cash	$	6,281	$	521,865
Prepaid expenses		127,521		223,692
Total current assets		133,802		745,557

Marketable securities held in trust account		85,747,817		83,694,573
TOTAL ASSETS	$	85,881,619	$	84,440,130

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		1,197,593		299,955
Note payable		400,000		—
Note payable - Sponsor		445,000		—
Tax liabilities		211,073		384,973
Total current liabilities	$	2,253,666		684,928

TOTAL LIABILITIES	$	2,253,666	$	684,928

COMMITMENTS AND CONTINGENCIES
Common stock, $0.0001 par value, subject to possible redemption, 8,050,000 shares at redemption value, respectively	$	85,747,816	$	83,694,573

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 shares subject to possible redemption, respectively)		211		211
Additional paid-in capital		—		189,479
Accumulated deficit		(2,120,074)		(129,061)
Total Stockholders’ Equity (Deficit)	$	(2,119,863)	$	60,629
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	85,881,619	$	84,440,130

The accompanying notes are an integral part of the financial statements.

Table of Contents

FG Merger Corp.

Statement of Operations

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,		June,		June 30,		June,
	2023		2022		2023		2022
Operating expenses:
General and administrative expenses	$	774,506	$	187,468	$	1,617,362	$	298,513
Loss from operations	$	(774,506)	$	(187,468)	$	(1,617,362)		(298,513)

Other income:
Investment income on trust account		1,005,112		96,019		1,890,052		111,758
Total other income (expense)	$	1,005,112	$	96,019		1,890,052		111,758

Taxes:
Income tax expense		214,102		—		399,940		—
Total tax expense	$	(214,102)	$	—	$	(399,940)		—

Net Income (loss)	$	16,504	$	(91,449)	$	(127,250)		(186,755)

Weighted average redeemable common shares outstanding
Basic and diluted		8,050,000		8,050,000		8,050,000		5,414,365
Basic and diluted net income (loss) per share, redeemable shares	$	0.042	$	(0.01)		0.04		0.10

Weighted average non-redeemable common shares outstanding
Basic and diluted		2,107,750		2,107,750		2,107,750		1,976,575
Basic and diluted net loss per share, non-redeemable shares	$	(0.15)	$	(0.02)		(0.21)		(0.37)

The accompanying notes are an integral part of the financial statements.

Table of Contents

FG Merger Corp.

Statement of Changes in Shares Subject to Possible Redemption and Stockholders’ Equity (Deficit)

(Unaudited)


	Shares Subject to Possible				Additional		Total
	Redemption		Common Stock		Paid-in	Accumulated	Stockholders’
	Shares	Amount	Shares	Amount	Capital	Deficit	Equity/ (Deficit)
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, incl. 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 warrant in private placement	—	—	—	—	100,000	—	100,000
Sale of 3,950,000 $11.50 strike warrant in private placement	—	—	—	—	3,950,000	—	3,950,000
Issuance of 40,250 underwriter units, including over-allotment	—	—	40,250	4	96	—	100
Accretion for Common shares subject to redemption	—	3,269,076	—	—	(3,269,076)	—	(3,269,076)
Net Loss	—	—	—	—	—	(95,306)	(95,306)
Balance at March 31, 2022	8,050,000	82,528,239	2,107,750	211	1,355,813	(98,578)	1,257,446
Accretion for Common shares subject to redemption	—	96,019	—	—	(96,019)	—	(96,019)
Net loss	—	—	—	—	—	(91,449)	(91,449)
Balance at June 30, 2022	8,050,000	82,624,258	2,107,750	211	1,259,794	(190,027)	1,069,978
Accretion for Common shares subject to redemption	—	1,070,315	—	—	(1,070,315)	—	(1,070,315)
Net Loss	—	—	—	—	—	60,966	60,966
Balance at December 31, 2022 (audited)	8,050,000	83,694,573	2,107,750	211	189,479	(129,061)	60,629
Accretion for Common shares subject to redemption	—	499,967	—	—	(499,967)	—	(499,967)
Net loss	—	—		—	—	(143,753)	(143,753)
Reclass of additional paid in capital to accumulated deficit	—	—	—	—	310,488	(310,488)	—
Balance at March 31, 2023	8,050,000	84,194,540	2,107,750	211	—	(583,302)	(583,091)
Accretion for Common shares subject to redemption	—	1,553,276	—	—	(1,553,276)	—	(1,553,276)
Net income (loss)	—	—	—	—	—	16,504	16,504
Reclass of additional paid in capital to accumulated deficit	—	—	—	—	1,553,276	(1,553,276)	—
Balance at June 30, 2023	—	85,747,816	2,107,750	211	—	(2,120,074)	(2,119,863)

The accompanying notes are an integral part of the financial statements.

Table of Contents

FG Merger Corp

Statement of Cash Flows

(Unaudited)


	Six months ended June 30,
	2023		2022
Cash flows from operating activities
Net loss	$	(127,250)	$	(186,755)
Adjustments to reconcile net income to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable		897,638		68,196
Tax liabilities		(173,900)		—
Prepaid expense		96,171		(327,095)
Net cash provided by (used) in operating activities	$	692,659	$	(445,654)

Cash flows from investing activities
Withdrawal from trust account		641,809		—
Investment in marketable securities		(1,890,052)		(165,209,258)
Funding into trust account for extension		(805,000)
Proceeds from maturity		—		82,585,000
Net cash used in investing activities	$	(2,053,243)	$	(82,624,258)

Cash flows from financing activities
Proceeds from promissory notes		845,000		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	$	845,000	$	83,884,263

Net (decrease) increase in cash	$	(515,584)	$	814,351
Cash at beginning of period		521,865		—
Cash at end of period	$	6,281	$	814,351

Supplemental Cash Flow Information:
Income tax paid	$

SEC Form 10-Q filed by FG Merger Corp.