FG Merger Corp.
104 S. Walnut Street, Unit 1A
Itasca, Illinois 60143
708-870-7365
May 2, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Kyle Wiley |
| Jeff Kauten |
| Re: | FG Merger Corp. | |
| Registration Statement on Form S-4 | ||
| Filed February 1, 2023, as amended | ||
| File No. 333-269515 |
Dear Mr. Wiley and Mr. Kauten:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the registrant FGMC Merger Corp. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Wednesday, May 3, 2023, or as soon as practicable thereafter.
| Very truly yours, | |
| FG MERGER CORP. | |
| /s/ M. Wesley Schrader | |
| M. Wesley Schrader | |
| Chief Executive Officer |
| cc: | Loeb & Loeb LLP | |
| Mitchell Nussbaum | ||
| Giovanni Caruso |