Welcome to our dedicated page for BOXABL SEC filings (Ticker: BXBL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The BXBL SEC filings page is centered on regulatory documents and disclosures connected to BOXABL Inc. and FG Merger II Corp. in relation to the proposed business combination that is expected to lead to trading under the BXBL ticker symbol on the Nasdaq Stock Market. While BXBL itself is associated with a reserved ticker, key information about the transaction and the companies involved appears in filings made by FG Merger II Corp. and BOXABL with the U.S. Securities and Exchange Commission (SEC).
FG Merger II Corp. has filed a Current Report on Form 8-K that includes the Agreement and Plan of Merger with BOXABL, as well as a registration statement on Form S-4. The Form S-4 is intended to contain preliminary and definitive proxy statements for FGMC shareholders and a prospectus describing the securities to be issued to BOXABL shareholders in connection with the proposed transaction. These filings provide details on the structure of the merger, the conditions to closing, and the expectations surrounding the combined company’s use of the BXBL ticker.
On this page, users can review SEC documents such as the Form S-4, related proxy materials, and any additional reports filed in connection with the proposed merger. AI-powered summaries help explain the key points of lengthy filings, highlight the sections that describe the planned BXBL listing, and clarify risk factors, transaction terms, and shareholder voting procedures. As new filings are submitted to EDGAR, they can be incorporated with real-time updates, allowing investors to follow changes to the merger agreement, amendments to the registration statement, and other regulatory developments.
Although there are no BXBL-specific periodic reports like standalone 10-K or 10-Q filings at this stage, this page serves as a central reference for the SEC documents that define the regulatory and transactional context for the BXBL ticker, BOXABL, and FG Merger II Corp.
BOXABL Inc. (BXBL) appointed Timothy Goldsmith as a director effective September 24, 2026, filling a new board position. He was named Audit Committee chair and a member of the Nominating and Corporate Governance Committee. The board determined he is independent under Nasdaq and SEC rules and qualifies as an audit committee financial expert. Goldsmith spent nearly 21 years at EY and was an audit partner from 2018 to 2026, overseeing more than 20 audits.
His non-employee director package provides a $75,000 annual cash retainer, paid quarterly in arrears, and $175,000 in restricted stock units with a one-year cliff vesting period. It also provides $20,000 in annual cash compensation for the Audit Committee chair role and $6,000 for Nominating and Corporate Governance Committee service; each amount is prorated for the partial year beginning September 24, 2026. Morris A. Davis remains on the Audit Committee and becomes Nominating and Corporate Governance Committee chair. Zvi Yemini remains on that committee after removal as chair and was removed from the Audit Committee; Larry G. Swets was removed from the Nominating and Corporate Governance Committee.
BOXABL Inc. (BXBL) filed an initial statement of beneficial ownership reporting the holdings of director and Chief Financial Officer Larry H. King. The filing lists 0 shares of Class A Common Stock held directly after the reported event, and does not show any derivative securities.
BOXABL Inc. (BXBL) reported senior finance leadership changes, concluding the employment of Chief Financial Officer Martin Costas effective September 11, 2026, stating that his departure was not due to any disagreement regarding operations, policies, or practices.
Effective September 14, 2026, the Board appointed Larry KingHeather Clayton
BOXABL Inc. (BXBL) filed an amended current report to restate the unaudited pro forma condensed combined financial information related to its completed business combination with the FG Merger II Corp. SPAC. The amendment corrects the presentation of a forward purchase agreement, a material prepaid directors’ and officers’ insurance contract, and transaction costs.
The business combination is accounted for as a reverse recapitalization, with BOXABL as the accounting acquirer and the SPAC treated as a shell. BOXABL stockholders receive merger consideration valued at $3.5 billion, comprising 246,524,760 common shares and 103,475,240 preferred shares of the public company at a deemed $10 per share.
After actual redemptions of 3,466,086 SPAC public shares, BOXABL stockholders are projected to own about 68.93% of combined company common stock and 28.93% of preferred shares, with SPAC public holders owning roughly 1.49% of common stock. Pro forma 2025 figures show revenue of $1.5 million and a net loss attributable to common stockholders of $74.1 million, highlighting substantial losses at this stage.
BOXABL Inc. (BXBL) is identified as the issuer in a Form 25 filing where Nasdaq Stock Market LLC notifies the SEC of the removal from listing and/or registration under Section 12(b) of a class of securities described as FG Merger II Corp. Unit & Rights. Nasdaq states that it has complied with its own rules to strike this class of securities from listing and/or withdraw its registration and that the issuer has complied with the exchange’s rules and the requirements of 17 CFR 240.12d2-2(c) governing voluntary withdrawal from listing and registration. The notification is signed on behalf of Nasdaq by Jennifer Fainer, CDO Analyst, certifying that Nasdaq has reasonable grounds to believe it meets all requirements for filing Form 25.
BOXABL Inc. (BXBL) entered into a Product Purchase Agreement with LC Vegas Acquisitions, LLC for the potential purchase of up to 1,580 BOXABL ranch homes over a three-year period, in minimum batches of 50 units. The homes are a new three-bedroom, 2.5-bath design of about 1,400 square feet plus a carport.
The Company will handle engineering, design, interior mechanicals, utilities, Nevada plan approvals, and local project management, while the buyer is responsible for site development, finishes, and permits. The aggregate potential purchase amount is approximately $233 million, but the buyer has no obligation to order any homes and may terminate on notice, subject to paying for approved work and expenses. An amendment provides equity incentives: BOXABL will issue Class A Common Stock based on Nasdaq volume weighted average price when deposits are made, with stock valued at $1 million, $2 million, or $3 million for deposit amounts between $10–19.9 million, $20–29.9 million, and $30 million or more, respectively, subject to beneficial ownership limits, and will register these shares for resale within 120 days after final payment on the related purchase order.
BOXABL Inc. (BXBL), formerly FG Merger II Corp., reported a substantial loss for the quarter and six months ended June 30, 2026 while it was still operating as a SPAC prior to its business combination with Legacy BOXABL. For the six months, it recorded a net loss of $13.6 million, compared with net income of $0.9 million a year earlier, driven mainly by a non‑cash $8.6 million initial loss and $1.1 million fair value loss on a Forward Purchase Agreement derivative and sharply higher transaction-related general and administrative expenses of $4.8 million. Cash and investments in the trust account totaled $83.2 million as of June 30, 2026, with only $86,887 of unrestricted cash. On July 17, 2026, after period end, FG Merger II closed its $3.5 billion share‑for‑share merger with Legacy BOXABL, was renamed BOXABL Inc., and listed Class A common stock on Nasdaq under the symbol BXBL, issuing or reserving 246.5 million Class A and 103.5 million preferred shares to former BOXABL holders.
BOXABL Inc. (BXBL) reported that it did not submit its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026 by the required deadline. The delay stems from the complex accounting and valuation work needed for its OTC Equity Prepaid Forward Transaction, which requires significant judgment around stock price volatility and other valuation assumptions.
The company states that it needs additional time to complete the valuation procedures and related financial statement disclosures and that it intends to file the Form 10‑Q as soon as reasonably practicable after this work and internal review are completed.
BOXABL Inc. filed a Notification of Late Filing for its Quarterly Report on Form 10-Q for the period ended June 30, 2026. The company states it cannot file the report on time without unreasonable effort or expense.
BOXABL, formerly FG Merger II Corp., recently completed a business combination on July 17, 2026. Because of the timing and accounting complexity of this transaction, additional time is needed for preparing accounting records and schedules so CBIZ CPAs P.C. can complete its review of the financial statements. BOXABL anticipates filing the Form 10-Q, including unaudited financial statements, within the five-day extension allowed under Rule 12b-25. The company also indicates that its income statements for the three and six months ended June 30, 2026 are expected to show significant changes related to costs and expenses from the business combination.
BOXABL Inc. shareholders were informed that former reporting holders CVI Investments, Inc. and Heights Capital Management, Inc. now report no beneficial ownership of the company’s common stock. The amended Schedule 13G/A states that each reporting person beneficially owns 0 Shares, representing 0.0% of the class of common stock, par value $0.0001 per share.
Both entities report no sole or shared voting or dispositive power over BOXABL shares. Heights Capital Management, Inc., as investment manager to CVI Investments, Inc., notes it may be deemed a beneficial owner of any shares owned by CVI, but each reporting person disclaims beneficial ownership except for any pecuniary interest. The filing confirms ownership of 5 percent or less of the class as of the reported date.