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  4. [NT 10-Q] BOXABL Inc. SEC Filing

BOXABL (BXBL) flags big Q2 income shifts after July deal

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
NT 10-Q

Rhea-AI Filing Summary

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.

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Reporting period end June 30, 2026 Quarterly Report on Form 10-Q reporting period
Business combination date July 17, 2026 Date BOXABL completed its business combination with FG Merger II Corp.
Extension length 5 days Rule 12b-25 extension period for filing a late Form 10-Q
Phone area code 702 Area code for the registrant contact telephone number
Notification signature date August 14, 2026 Date the notification was signed by the Chief Financial Officer
Rule 12b-25 regulatory
"It is anticipated that the Form 10-Q ... within the five-day extension period provided by Rule 12b-25"
Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.
Notification of Late Filing regulatory
"BOXABL Inc. is filing this Notification of Late Filing on Form 12b-25"
A notification of late filing is a formal public statement that a company failed to submit a required regulatory report (for example, quarterly or annual financial statements) by the deadline. It matters to investors because missed filings can signal accounting, operational, or governance problems, may lead to fines or trading restrictions, and increases uncertainty about the company's transparency—like a public “we missed the deadline” flag that raises risk for shareholders.
Business Combination financial
"consummated its previously announced business combination (the “Business Combination”) on July 17, 2026"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Super 8-K regulatory
"As disclosed in a Current Report on Form 8-K filed ... (the “Super 8-K”)"
A “super 8‑K” is an informal name for a particularly detailed Form 8‑K — the U.S. Securities and Exchange Commission filing companies use to report material corporate events as they happen. Think of it as an emergency bulletin that not only announces an event but bundles thorough context, attachments and multiple disclosure items so investors can quickly see the full picture; that level of detail can change how traders and long‑term holders assess risk, valuation and company outlook.
Quarterly Report on Form 10-Q regulatory
"with respect to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026"
A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.

FAQ

Why did BOXABL Inc. (BXBL) file a Form 12b-25 for its June 30, 2026 quarter?
BOXABL filed Form 12b-25 because it could not complete its Form 10-Q for June 30, 2026 without unreasonable effort or expense. The company cites timing and accounting complexity arising from its recent July 17, 2026 business combination as the primary reason for the delay.

When does BOXABL Inc. (BXBL) expect to file its delayed Form 10-Q for June 30, 2026?
BOXABL expects to file its Form 10-Q within the five-day extension period permitted by Rule 12b-25 for quarterly reports. The additional time is intended to allow completion of accounting records, schedules, and the independent auditor’s review of the unaudited financial statements.

What recent corporate event is affecting BOXABL Inc.’s (BXBL) June 30, 2026 reporting?
BOXABL completed a business combination on July 17, 2026, as described in a Super 8-K. The company explains that the timing and accounting complexity of this transaction are causing the delay in filing the Form 10-Q for the quarter ended June 30, 2026.

How will the July 17, 2026 business combination impact BOXABL Inc.’s (BXBL) Q2 2026 income statement?
BOXABL states that its income statements for the three and six months ended June 30, 2026 are expected to show significant changes. These changes relate to costs and expenses associated with the business combination completed on July 17, 2026, though specific amounts are not provided.

Who is reviewing BOXABL Inc.’s (BXBL) June 30, 2026 financial statements?
BOXABL indicates that its independent registered public accounting firm, CBIZ CPAs P.C., is reviewing the financial statements to be included in the Form 10-Q. Additional time is required to complete accounting records and schedules needed for this review following the business combination.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

 

(Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K  
  ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
 

 

For Period Ended: June 30, 2026

 

  ☐ Transition Report on Form 10-K
     
  ☐ Transition Report on Form 20-F
     
  ☐ Transition Report on Form 11-K
     
  ☐ Transition Report on Form 10-Q
     
  For the Transition Period Ended: ______________________

 

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

 

PART I — REGISTRANT INFORMATION

 

BOXABL Inc.

 

Full Name of Registrant

 

FG Merger II Corp.

 

Former Name if Applicable

 

5345 E. N. Belt Road

 

Address of Principal Executive Office (Street and Number)

 

North Las Vegas, NV 89115

 

City, State and Zip Code

 

 

 

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 

  (a) The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
     
☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or  before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
     
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

BOXABL Inc. (“BOXABL” or the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Quarterly Report”). The Company has determined that it is unable to file its Quarterly Report within the prescribed time period without unreasonable effort or expense for the reasons set forth below.

 

As disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2026 (the “Super 8-K”), the Company (formerly known as FG merger II Corp.) consummated its previously announced business combination (the “Business Combination”) on July 17, 2026. Due to the timing of the completion of the Business Combination and the complexity of accounting associated therewith, the Company requires additional time to prepare its accounting records and schedules to enable its independent registered public accounting firm, CBIZ CPAs P.C., to complete its review of the Company’s financial statements to be contained in the Form 10-Q. It is anticipated that the Form 10-Q, along with the unaudited financial statements, will be filed within the five-day extension period provided by Rule 12b-25.

 

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Martin Noe Costas   (702)   500-0591
(Name)   (Area Code)   (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

 

☒ Yes  ☐ No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

☒ Yes ☐ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

As a result of the consummation of the Business Combination on July 17, 2026, as discussed in the Super 8-K, and the costs and expenses associated with the Business Combination during the three and six months ended June 30, 2026, the Income Statement for each of the three and six months ended June 30, 2026 are expected to reflect the following significant changes:

 

  ●

For the six months ended June 30, 2026, the Company expects to report a net loss of approximately $3.9 million, compared to net income of approximately $0.9 million for the six months ended June 30, 2025. This change was driven primarily by general and administrative expenses of approximately $4.8 million for the six months ended June 30, 2026, substantially all of which relate to legal, accounting, and advisory costs incurred in connection with the Business Combination, compared to approximately $0.2 million of general and administrative expenses for the six months ended June 30, 2025.

 

  ● For the three months ended June 30, 2026, the Company expects to report a net loss of approximately $4.2 million, compared to net income of approximately $0.6 million for the three months ended June 30, 2025, driven by the same factors described above, with the substantial majority of Business Combination-related costs and expenses incurred during the second quarter of 2026.

 

Terms used but not defined herein have the meanings ascribed to them in the Super 8-K.

 

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BOXABL Inc.

 

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date August 14, 2026 By /s/ Martin Noe Costas
    Chief Financial Officer and
    Principal Accounting Officer

 

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Source: View Original Filing on SEC EDGAR