FG Merger II Corp. Announces Material Definitive Agreement and Proposed Merger with BOXABL

Key Points from the SEC Form 8-K Filing

• FG Merger II Corp. (NASDAQ: FGMC) has entered into a material definitive agreement regarding a proposed merger transaction with BOXABL.
• The merger agreement and related documents were filed with the U.S. Securities and Exchange Commission (SEC) on April 6, 2026.
• The transaction will be submitted to FGMC shareholders for approval. FGMC has filed a registration statement on Form S-4 with the SEC, which includes proxy statements for shareholder voting and a prospectus for securities to be issued to BOXABL shareholders.
• The merger, if completed, will result in BOXABL becoming a publicly listed company via FGMC.
• FGMC is classified as an emerging growth company under SEC regulations.
• FGMC’s securities include Common Stock (FGMC), Rights (FGMCR), and Units (FGMCU), all registered on NASDAQ.

Details of the Proposed Transaction

FGMC’s Current Report on Form 8-K announces the signing of a material definitive agreement with BOXABL, a company specializing in modular housing solutions. This transaction, which is subject to shareholder approval, is structured as a merger whereby BOXABL will become part of FGMC, with its shareholders receiving securities in the newly combined entity. The merger agreement, along with additional information, is available in FGMC’s SEC filings.

FGMC has filed a registration statement on Form S-4, which includes both preliminary and definitive proxy statements to be distributed to FGMC shareholders. These materials will solicit proxies for the shareholder vote on the merger and related matters. The prospectus included in the S-4 covers the securities to be issued to BOXABL shareholders.

Potentially Price Sensitive Information

• Merger with BOXABL: The proposed merger could significantly impact FGMC’s business model, financials, and future prospects, as BOXABL is positioned as a technology-driven modular housing solution provider targeting mass-market adoption.
• Shareholder Vote Required: Completion of the merger is contingent upon FGMC shareholder approval. The outcome of this vote will directly affect the future direction of FGMC and may influence share price volatility.
• Forward-Looking Statements: The report contains numerous forward-looking statements regarding market opportunities, commercialization timelines, customer adoption, and potential value creation for shareholders. These projections are subject to risks, uncertainties, and assumptions, which could lead to material differences from expected results.
• Emerging Technology Risks: BOXABL faces significant technical challenges and uncertainties, including commercialization, market acceptance, and future financing needs. These risks are highlighted as potentially material and may affect investor sentiment.
• Management and Governance Changes: The merger will likely result in changes to the combined company’s management, governance, and strategic direction, which could impact performance and share price.

Additional Shareholder Information

• FGMC, BOXABL, and their respective directors, executive officers, and employees may be considered participants in the proxy solicitation process for the merger.
• Information about the participants, their interests, and the combined company’s governance will be detailed in subsequent proxy statements/prospectuses filed with the SEC.
• Shareholders and potential investors are advised to read these documents carefully before making any voting or investment decisions.
• The merger agreement and related filings, including proxy statements and registration documents, are publicly available from the SEC and will be provided to shareholders prior to the vote.

Summary of FGMC Securities

Forward-Looking Statements and Risks

The report includes forward-looking statements about FGMC’s and BOXABL’s future plans, projections, and expectations. These statements are based on current assumptions and are inherently uncertain. Risks include emerging technology challenges, market acceptance, operational and financial risks, management changes, and the need for additional funding. Actual results may differ materially from projections, and neither FGMC nor BOXABL is obligated to update these statements in the future.

No Offer or Solicitation

This report does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor is it a solicitation of any vote or approval. Securities may not be sold in any jurisdiction without proper registration or qualification under applicable securities laws.

Conclusion

The proposed merger between FGMC and BOXABL represents a transformative opportunity for both companies, with the potential to create a publicly traded leader in modular housing. The outcome of the shareholder vote, the successful execution of the merger, and subsequent business developments could materially affect FGMC’s share price. Investors are strongly advised to monitor SEC filings and shareholder communications closely for updates and to review all proxy materials prior to voting or making investment decisions.

Disclaimer: This article is based on public filings and contains forward-looking statements that are subject to risks and uncertainties. Actual outcomes may differ materially from those discussed. This is not an offer to buy or sell securities, nor investment advice. Investors should consult official SEC filings and their financial advisors before making decisions.

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