Filed by FG Merger II Corp.
pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Boxabl Inc.
Commission File No. 000-56579
Date: June 15, 2026
As previously disclosed, on August 4, 2025, Boxabl
Inc. (“Boxabl”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company,
FG Merger II Corp., a Nevada corporation (“FGMC”), and FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary
of FGMC (“Merger Sub”). The Merger Agreement provides for a two-step merger transaction (the “Mergers”) in which,
first, Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving as a wholly-owned
subsidiary of FGMC, and, immediately thereafter, the Company (as the surviving company in the First Merger) will merge with and into FGMC
(the “Second Merger”), with FGMC continuing as the surviving public company (the “Surviving Pubco”). By virtue
of the consummation of the Mergers, the Surviving Pubco will change its name to BOXABL Inc.
On June 15, 2026, Boxabl published the following press release.
Press Release
BOXABL Partners with Terracaita to Support Expansion into the United
Kingdom and Ireland
LAS VEGAS, June 15, 2026, — BOXABL, the Las Vegas-based technology
company focused on transforming the housing industry through factory-built homes, today announces the execution of a representation, import,
and distribution agreement with Terracaita Limited, a company based in Bristol, England.
Under the agreement, Terracaita will represent BOXABL products throughout
the United Kingdom, the Channel Islands, Northern Ireland, and the Republic of Ireland. As part of the relationship, BOXABL will provide
two Casita units to support display, demonstration, and marketing activities within the region.
The agreement marks a step in BOXABL’s efforts to introduce its
housing products to international markets. Terracaita plans to support local market development, regulatory engagement, and customer outreach
as interest in innovative housing solutions continues to grow across the United Kingdom and Ireland.
“We are excited to begin working with Terracaita to help introduce
BOXABL products to new audiences,” said Paolo Tiramani, Co-CEO of BOXABL. “The United Kingdom and Ireland face many of the
same housing challenges seen around the world, and we believe our factory-built approach has the potential to provide a compelling solution.”
Christopher Shelley, Executive Chair of Terracaita, added, “We
believe there is significant opportunity for modern, factory-built housing solutions throughout the region. We look forward to working
with BOXABL to showcase the Casita and explore opportunities across social housing, workforce housing, hospitality, and other market segments.”
The agreement includes collaboration on regulatory approvals, market
development, and customer engagement initiatives to support future sales opportunities within the territories.
As BOXABL moves toward its anticipated merger with FG Merger II Corp.
(Nasdaq: FGMC) and subsequent public listing, the company continues to pursue opportunities to expand awareness of its products in both
domestic and international markets.
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. In addition, BOXABL is developing stackable and connectable box models that can be combined to form
townhomes, multifamily units, or larger single-family homes.
About Terracaita
Terracaita Limited is a United Kingdom-based company focused on identifying
and developing opportunities for innovative housing and construction technologies throughout the UK and Ireland. The company works with
industry stakeholders, developers, and public-sector organizations to support the adoption of modern housing solutions. www.terracaita.com
| Contact: | Chris Shelley, Chairman |
Tel: +44 7850 379575
Email: chris.shelley@csa-i.com
About FG Merger II Corp. (Nasdaq: FGMC)
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.
https://fgmerger.com/
Additional Information About the Proposed Transaction and Where
to Find It
Additional information about the transaction, including a copy of the
merger agreement has been filed by FGMC in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the "SEC").
The proposed transaction has been submitted to shareholders of FGMC for their consideration. FGMC has filed a registration statement on
Form S-4 (the "Registration Statement") with the SEC, which has been declared effective, and a prospectus pursuant to Rule 424(b)
under the Securities Act (the "Prospectus"), which includes the definitive proxy statement distributed to FGMC's shareholders
in connection with FGMC's solicitation of proxies for the vote by FGMC's shareholders in connection with the proposed transaction and
other matters described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued
to BOXABL's shareholders in connection with the completion of the proposed transaction. The definitive proxy statement/prospectus and
other relevant documents have been mailed to BOXABL stockholders and FGMC shareholders as of the record date established for voting on
the proposed transaction. Before making any voting or investment decision, FGMC and BOXABL shareholders and other interested persons are
advised to read 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 contain important information about FGMC, BOXABL and the proposed transaction. Shareholders may
obtain a copy of the definitive proxy statement/prospectus, 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, Itasca, Illinois 60143 or to BOXABL 5345 E North Belt Rd Las Vegas NV 89115.
Forward-Looking Statements
This communication 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 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 shareholders 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 its 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
shareholders 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 shareholders in connection with the proposed transaction as set forth in the joint proxy statement/prospectus
filed by FGMC and BOXABL with the SEC. You can find more information about FGMC's directors and executive officers in FGMC's and BOXABL's
joint proxy statement/prospectus dated May 12, 2026, 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 March 27, 2026. 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. Shareholders, 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 the United States or any other jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT
IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON
OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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.
https://www.boxabl.com/ir
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.
https://fgmerger.com/
Additional Information About the Proposed Transaction and Where
to Find It
Additional information about the transaction, including a copy of the
merger agreement, has been filed by FGMC in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the "SEC").
FGMC has filed a registration statement on Form S-4 (the "Registration Statement") with the SEC, which has been declared effective,
and a prospectus pursuant to Rule 424(b) under the Securities Act (the "Prospectus"), which includes the definitive proxy statement
distributed to FGMC's stockholders and BOXABL’s stockholders in connection with the Special Meetings and the securities to be issued
to BOXABL's stockholders in connection with the completion of the proposed transaction. The definitive proxy statement/prospectus and
other relevant documents were mailed to BOXABL stockholders and FGMC stockholders as of the record date established for voting on the
proposed transaction. Before making any investment decision, FGMC and BOXABL stockholders and other interested persons are advised to
read 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 contain important information about FGMC, BOXABL and the proposed transaction. Stockholders may obtain
a copy of the definitive proxy statement/prospectus, 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, Itasca, IL 60143
or to BOXABL, 5345 E North Belt Rd, Las Vegas, NV 89115.
Forward-Looking Statements
This communication 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 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 as 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; level of redemptions by FGMC stockholders in connection with
the proposed transaction, which could leave 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 and BOXABL’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 its 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 as set forth in the joint proxy statement/prospectus
filed by FGMC and BOXABL with the SEC. You can find more information about FGMC's directors and executive officers in FGMC's and BOXABL's
joint proxy statement/prospectus dated May 12, 2026, 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 March 27, 2026. 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 the United States or any other jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT
IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON
OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
