BOXABL and FG Merger II Corp. Announce Public Filing of Registration Statement on Form S-4 and Joint Proxy Statement/Prospectus in Connection with Proposed Merger
BOXABL and FG Merger II Corp. (NASDAQ: FGMC) have announced the public filing of their S-4 Registration Statement for their proposed merger. The transaction values BOXABL at $3.5 billion, with FGMC planning to issue 350,000,000 shares to BOXABL stockholders.
Upon successful completion of the merger, the combined company will trade on Nasdaq under the ticker "BXBL". Existing BOXABL stockholders will roll 100% of their equity into the combined company, and the transaction includes no minimum cash condition. The merger's completion is subject to SEC effectiveness, stockholder approvals, and other customary closing conditions.
BOXABL's current leadership team, Co-CEOs Paolo and Galiano Tiramani, will continue to lead the combined company post-merger.
- None.
- Transaction remains subject to SEC and stockholder approvals
- Registration Statement not yet effective and subject to changes
Insights
BOXABL advances toward public listing via SPAC merger valued at $3.5B, with SEC registration filing representing significant progress toward Nasdaq listing.
The filing of the S-4 registration statement marks a crucial milestone in BOXABL's journey toward becoming publicly traded through its merger with FG Merger II Corp. This document, while not yet effective, outlines the framework for the $3.5 billion transaction that will see the innovative housing solutions company listed on Nasdaq under the ticker "BXBL".
The transaction structure reveals important strategic elements: existing BOXABL stockholders will maintain 100% equity rollover, indicating strong confidence in the combined entity's future. FGMC will issue 350 million shares to BOXABL stockholders as part of the deal valuation. Notably, the merger includes no minimum cash condition, which removes a potential obstacle that has derailed many SPAC transactions in recent market conditions.
The absence of a minimum cash threshold suggests two possibilities: either BOXABL doesn't require significant immediate capital from this transaction, or the parties anticipate substantial redemptions from FGMC shareholders and structured the deal accordingly. This approach provides transaction certainty but could result in a smaller cash injection into BOXABL's operations than typical SPAC deals.
Current FGMC shareholders face a crucial decision - redeem their shares at the trust value or maintain ownership in the combined entity. The leadership continuity, with founders Paolo and Galiano Tiramani remaining as Co-CEOs, provides operational stability during this transition phase. The management's stated goal of leveraging public markets to accelerate affordable housing solutions suggests they view public market access as instrumental to scaling their manufacturing and distribution capabilities.
While the Registration Statement has not yet become effective, and the information contained therein is subject to change, it provides important information about BOXABL and the Merger.
- The filing marks the next significant milestone in BOXABL becoming publicly listed
- Transaction values BOXABL at approximately
$3.5 billion - The combined company is expected to trade on Nasdaq under ticker "BXBL"
- FG Merger II Corp. is currently trading on Nasdaq under the ticker "FGMC"
- FGMC will change its name to BOXABL upon a successful closing of the Merger
Current stockholders of both FGMC and BOXABL are encouraged to read the Registration Statement, which includes detailed information about BOXABL, the upcoming special meetings of stockholders, an overview of the Merger and relevant FAQs.
Completion of the Merger is subject to the Registration Statement being declared effective by the SEC, the approval of the Merger by BOXABL's stockholders and FGMC's stockholders, respectively, and other customary closing conditions.
As previously announced, the transaction will consist of:
- Existing BOXABL stockholders will roll
100% of their equity in BOXABL into the combined company - FGMC to issue 350,000,000 shares to BOXABL stockholders, valuing BOXABL at
$3.5 billion - Transaction includes no minimum cash condition
- Non-redeeming FGMC stockholders will own shares in the combined company
BOXABL is led by founders and Co-CEO's, Paolo and Galiano Tiramani, who will continue to lead the combined company following the closing of the transaction. Paolo Tiramani commented "This SEC filing is a significant step toward bringing BOXABL to the public markets. We are on-track with the transaction process, and we believe becoming a publicly traded company will help us create value for our customers and for our investors through market growth and help accelerate our mission of delivering affordable, innovative housing solutions at scale."
About BOXABL
BOXABL is transforming the housing market with its modular building systems designed to deliver affordable, high-quality homes at unprecedented speed. Founded in 2017, BOXABL's innovative approach has attracted worldwide attention as it aims to solve housing challenges for individuals and communities alike. BOXABL'S flagship product, the Casita, is a 361 square foot studio unit with a full kitchen, bathroom, and utilities. The Casita unfolds on-site in less than an hour and is manufactured inside BOXABL's facilities. BOXABL also has announced the Baby Box, a smaller 120 square foot unit built to RV code, intended for simpler, no foundation-setups. BOXABL is also developing stackable and connectable box models that can be combined to form townhomes, multifamily units, or larger single-family homes. To learn more please visit BOXABL.
About FG Merger II Corp.
FG Merger II Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
Additional Information About the Proposed Transaction and Where to Find It
Additional information about the transaction, including a copy of the merger agreement was filed by FGMC in a Current Report on Form 8-K with the
FGMC has filed with the SEC a registration statement on Form S-4 (the "Registration Statement"), which includes (A) a preliminary joint proxy statement of FGMC and BOXABL which, when definitive, will be distributed to stockholders in connection with the solicitation of proxies for the vote by stockholders in connection with the proposed Merger and other matters described in the Registration Statement, as well as (B) a prospectus of FGMC relating to the offer of FGMC securities to be issued to BOXABL's stockholders in connection with the completion of the proposed Merger.
Before making any voting or investment decision, FGMC and BOXABL stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC by FGMC in connection with the proposed transaction, as these documents will contain important information about FGMC, BOXABL and the proposed transaction.
Stockholders may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by FGMC with the SEC, without charge, at the SEC's website located at www.sec.gov or by directing a written request to FG Merger II Corp., 104 S. Walnut Street, Unit 1A,
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as "plan," "project," "will," "estimate," "intend," "expect," "believe," "target," "continue," "could," "may," "might," "possible," "potential," "predict" or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward-looking statements on current expectations and projections about future events. These statements include: projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding the value of autonomous driving solutions; projections of development and commercialization costs and timelines; expectations regarding BOXABL's ability to execute its business model and the expected financial benefits of such model; expectations regarding BOXABL's ability to attract, retain, and expand its customer base; BOXABL's deployment of Casita; BOXABL's expectations concerning relationships with strategic partners, suppliers, governments, regulatory bodies and other third parties; future ventures or investments in companies, products, services, or technologies; development of favorable regulations and government incentives affecting BOXABL's markets; the potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for BOXABL to increase in value.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of BOXABL and FGMC.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that BOXABL is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; BOXABL's historical net losses and limited operating history; BOXABL's expectations regarding future financial performance, capital requirements and unit economics; BOXABL's use and reporting of business and operational metrics; BOXABL's competitive landscape; BOXABL's dependence on members of its senior management and its ability to attract and retain qualified personnel; the capital requirements of BOXABL's business plans and the potential need for additional future financing; BOXABL's ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; BOXABL's reliance on strategic partners and other third parties; BOXABL's ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company's ability to maintain internal control over financial reporting and operate a public company; the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that stockholders of FGMC could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change, or other circumstance that could give rise to the termination of the merger agreement; the outcome of any legal proceedings or government investigations that may be commenced against BOXABL or FGMC; failure to realize the anticipated benefits of the proposed transaction; the ability of FGMC or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described in FGMC's filings with the SEC. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by BOXABL, FGMC or the combined company resulting from the proposed transaction with the SEC, including under the heading "Risk Factors." If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of BOXABL's and FGMC's management as of the date of this communication; subsequent events and developments may cause their assessments to change. While BOXABL and FGMC may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon these statements.
In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
An investment in FGMC is not an investment in any of our founders' or sponsors' past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of FGMC, which may differ materially from the performance of our founders' or sponsors' past investments.
Participants in the Solicitation
FGMC, BOXABL and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from FGMC's stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of FGMC's and BOXABL's stockholders in connection with the proposed transaction will be set forth in proxy statement/prospectus when it is filed by FGMC and BOXABL with the SEC. You can find more information about FGMC's directors and executive officers in FGMC's final prospectus related to its initial public offering filed with the SEC on January 29, 2025 and in periodic reports filed by FGMC with the SEC. You can find more information about BOXABL's directors and executive officers in its Annual Report on Form 10-K, filed with the SEC on April 14, 2025. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Stockholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in
Contact
FG Merger II Corp.
info@fgmerger.com
View original content:SOURCE FG Merger II Corp.
FAQ
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