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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

August 8, 2023

 

Date of Report (Date of earliest event reported)

 

FG Merger Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-41309   86-2462502
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

104 S. Walnut Street, Unit 1A

Itasca, Illinois

  60143
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (708) 870-7365

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

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. ¨

 

 

 

 

  

Item 8.01 Other Events

 

On August 8, 2023, FG Merger Corp., a special purpose acquisition company (“FGMC”), issued a press release announcing that it will adjourn the special meeting of shareholders (the “Special Meeting”) that is scheduled to be held on August 11, 2023 at 10:00 am Eastern Time. The Special Meeting will be adjourned to August 18, 2023 at 10:00 a.m. Eastern Time. Accordingly, the redemption deadline will be postponed until August 16, 2023.

 

A copy of the press release is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
99.1   Press Release, dated August 8, 2023
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 8, 2023 FG MERGER CORP.
   
  By: /s/ M. Wesley Schrader
  Name: M. Wesley Schrader
  Title: Chief Executive Officer