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 4, 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 4, 2026, the Boxabl published the following press release.
Press Release
BOXABL Announces First Phase 2 Order with Shelton Development for
203 Boxes in Texas
LAS VEGAS, Nevada— BOXABL, the technology company focused on
transforming residential construction through scalable, factory-built housing, today announced that it has entered into a purchase agreement
with Shelton Development for the purchase of 97 BOXABL homes consisting of 203 Boxes for a Texas community, with production of the units
expected to begin in approximately 12 months.
The homes are to be built as part of the Company's Phase 2 product
line and would be configured to meet project-specific and regulatory requirements, with production and delivery schedules determined in
accordance with the terms of the agreement and project timelines. The agreement represents the first announced purchase agreement for
BOXABL's recently launched Phase 2 product platform, which expands the Company's offering beyond the Casita to include more than 20 housing
configurations designed to serve a broader portion of the housing market. If all contemplated units are purchased and delivered, the agreement
would represent approximately $12.4 million in revenue to BOXABL under the purchase agreement pricing.
"Shelton Development is well known in the Texas market as major
landholders and quality developers. It's great to have a quality project with Brad Shelton, especially as Texas will also be our state
of organization post-merger along with our roots in Nevada," said Paolo Tiramani, Founder and CEO of BOXABL.
The Purchase Agreement comes during a period of important momentum
for BOXABL as the company works toward completing its proposed business combination with FG Merger Corp. With the FGMC shareholder meeting
scheduled for June 9, 2026, the announcement highlights continued commercial activity and customer engagement as BOXABL pursues its
next phase of growth.
Discussing the project, Brad Shelton, President and CEO of Shelton
Development stated, “With the BOXABL product we can achieve efficiencies that can’t be achieved with traditional, stick-built
housing and have fewer contractors involved from beginning to end resulting in a truly “attainable” home for the market area
in which the development will be positioned.”
This first Phase 2 purchase agreement adds to BOXABL's growing business-to-business
pipeline of more than 250 units across various stages of development, planning, and contracting. The Company's expanded Phase 2 product
offering is designed to support a broader range of residential projects, including workforce housing, single-family communities, multifamily
developments, and other housing applications. Those interested in potential development opportunities can learn more about the Phase
2 product lineup at BOXABL's developer page. https://www.boxabl.com/developers.
The purchase agreement remains subject to certain conditions, contingencies,
and performance requirements. There can be no assurance that all contemplated units will ultimately be delivered or purchased. Actual
deliveries, if any, may differ materially from the quantities referenced in the agreement.
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.
For more information about BOXABL and its innovative products, visit www.boxabl.com.
About Shelton Development
Shelton Development began in the late 1960’s by founder Robert
Shelton. Since then the company has been involved with over 30,000 single- family lots focusing mainly on the Dallas- Fort Worth market
area, but has had projects in Katy Texas, Scottsdale Arizona, and Las Vegas Nevada. Brad joined his father at an early age and has been
the driving force of seeing projects evolve from concept to completion. Brad is currently involved in over 4,000 single- family lots and
commercial development. Brad recognized several years ago a growing need for “attainable” housing not only within the communities
he is active in, but within his own developments. With BOXABL, he believes he can achieve the goal of developing a truly attainable housing
development that feels like a community to buyers and families.
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"). 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.
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”).
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.
