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: March 10, 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 March 10, 2026, Boxabl issued the following
Press Release.
To Accelerate Global Housing Revolution BOXABL
Appoints Shan Palaniappan as Chief Technology Officer
New CTO joins as BOXABL pursues proposed merger
with FG Merger II Corp. (NASDAQ: FGMC)
LAS VEGAS, NV – March 10, 2026
– BOXABL Inc. (“BOXABL”), the innovative technology construction company on a mission to solve the global housing crisis,
today announced the appointment of Shanmugam “Shan” Palaniappan as Chief Technology Officer (CTO). The appointment underscores
BOXABL’s commitment to deepening its software, automation, and artificial intelligence capabilities as it transitions from high-growth
startup to a leading industrial-scale housing manufacturer.
Palaniappan brings over two decades of experience
from some of the most influential names in technology. Most recently, he served as Senior Vice President of Engineering at Sagent, a mortgage
and consumer fintech named a HousingWire Tech100 winner, where he led infrastructure and enterprise architecture. His career highlights
include leadership roles at DataRobot, serving as CTO of the SaaS Platform, and nearly a decade at Salesforce (including Demandware),
pioneering high-performance platform engineering and customer field architecture. Across these roles, Palaniappan has helped build and
scale cloud-native systems, enterprise-grade infrastructure, and AI-enabled platforms serving users’ experience that directly aligns
with BOXABL’s vision of advancing and industrializing modular housing production.
“Shan brings the ideal blend of technical
expertise and real-world experience to help rewire BOXABL into an AI-native company. We plan to rearchitect the organization into a flat,
seamlessly interconnected system powered by real-time data and embedded intelligence across every function — from sales forecasting
and cost modeling to land feasibility and supply chain optimization. While it’s difficult to fully quantify the potential impact
of this transformation, we believe it will significantly increase productivity and empower our team with greater digital agency,”
said Paolo Tiramani, Co-Chief Executive Officer of BOXABL.
“The exponential growth of software is happening
so fast it's critical for us to parse the value of these emerging tools and implement those features that can be most valuable to our
organization. Shan has the awareness and skills to assess this software environment and implement decisions that have been made. Software
is generally preceding hardware in development. By embracing complete digital solutions now, we believe we will be better prepared, when
the time comes, for full software and hardware integration,” Tiramani added.
Palaniappan holds two master's degrees, one from
Harvard University and a second from Tennessee State University. He attended Annamalai University in India for his undergraduate degree.
Palaniappan joins BOXABL at an important time
for the company. The company has entered into a definitive merger agreement with FG Merger II Corp. (NASDAQ: FGMC). If consummated, the
business combination is intended to enhance the company's strategic flexibility as it seeks to expand manufacturing capacity, expand product
lines, and pursue international deployment of BOXABL's factory-built housing systems.
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 will be 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 includes preliminary
and definitive proxy statements to be 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 to be 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. After the Registration Statement has been filed and declared effective, a definitive
proxy statement/prospectus and other relevant documents will be 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, once available, 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. Shareholders
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, 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 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 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 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 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 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. 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.
