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 9, 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 9, 2026, Boxabl published the following press releases.
Press Release
BOXABL Introduces UFO (Unidentified Folding Object), a Concept for
Compact, Configurable Off-World Habitats
Concept explores how foldable structures could reduce launch costs
while enabling scalable lunar and planetary habitation
LAS VEGAS, June 9, 2026 — Inspired by NASA’s Artimus program
and America’s re-commitment to the stars, BOXABL today highlighted UFO (Unidentified Folding Object), a conceptual
off-world habitation system designed to address one of the most fundamental challenges of space settlement: transporting livable structures
beyond Earth efficiently.
The concept is showcased in BOXABL’s recently released video, “LIVE
ON THE MOON (Part 1) — UFO by BOXABL,” which outlines a vision for scalable off-world habitation built around compact
transport, modular expansion and adaptable settlement design.
Inspired by the realities of rocket economics, UFO is designed to minimize
launch volume and weight while maximizing usable space after deployment. The concept is detailed in the company’s recently disclosed foldable
transportable building intellectual property, which describes a habitat capable of folding into a compact launch configuration and expanding
into a larger livable structure after deployment.
The foldable habitat packs into a compact launch configuration, expands
on-site, and can be linked with other modules to form larger communities for crews, research, tourism, and support infrastructure. The
concept further contemplates compatibility with future missions involving organizations such as:
· National
Aeronautics and Space Administration (NASA)
· Blue
Origin
· Japan
Aerospace Exploration Agency (JAXA)
· European
Space Agency (ESA)
· Indian
Space Research Organisation (ISRO)
· Korea
Aerospace Research Institute (KARI)
The company has indicated that it intends to make the UFO intellectual
property available on a royalty-free basis to encourage broader innovation and collaboration in the development of future off-world
habitats.
“While the BOXABL mission is wholly focused on Earth, as enthusiasts
we saw no viable public disclosed solutions for early-stage habitats off world,” said BOXABL Co-CEO Paolo Tiramani. “Our after-hours
skunkworks engineering team got to work to see if we could help early settlers. Issues to solve for are straightforward; rocket cargo-cost
is defined by volume and weight so minimize both, and onsite, in this case the moon, solve for ease of setup, flexible configurability,
link ability and redundancy from rapid decompression. One of the bigger challenges of deadly long-term cosmic radiation is solved by our
Rego-Brix IP that surrounds the structures using easily available local material in a structured easy-to-build manner.”
BOXABL emphasized that the UFO concept was developed by an after-hours
skunkworks team operating separately from the company’s day-to-day housing initiatives. While inspired by the potential challenges of
future lunar and planetary settlement, the projects do not impact BOXABL’s primary mission of improving housing affordability, accessibility
and construction efficiency here on Earth.
This announcement comes ahead of special shareholder meetings scheduled
for later today by both BOXABL and FG Merger Corp. II regarding the proposed business combination that if approved and all closing requirements
are met would result in BOXABL becoming a publicly traded company.
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.
Press Release
BOXABL Unveils UFO Concept for Foldable Off-World Habitat Systems
Concept examines how compact, expandable structures could support
scalable lunar and planetary settlement while reducing launch volume requirements
LAS VEGAS, June 09, 2026 (GLOBE NEWSWIRE) -- via IBN --
BOXABL today highlighted UFO (Unidentified Folding Object), a conceptual
off-world habitation system designed to address one of the most fundamental challenges of space settlement: transporting livable structures
beyond Earth efficiently.
The concept is showcased
in BOXABL’s recently released video, “LIVE ON THE MOON (Part 1)
— UFO by BOXABL,” which outlines a vision for scalable off- world habitation built around compact transport, modular
expansion and adaptable settlement design.
Inspired by the realities of rocket
economics, UFO is designed to minimize launch volume and weight while maximizing usable space after deployment. The concept is detailed
in the company’s recently disclosed foldable transportable building intellectual property, which describes a habitat capable of folding
into a compact launch configuration and expanding into a larger livable structure after deployment.
The foldable habitat packs into a
compact launch configuration, expands on-site, and can be linked with other modules to form larger communities for crews, research, tourism,
and support infrastructure. The concept further contemplates compatibility with future missions involving organizations such as:
| · | National
Aeronautics and Space Administration (NASA) |
| · | Japan
Aerospace Exploration Agency (JAXA) |
| · | European
Space Agency (ESA) |
| · | Indian
Space Research Organisation (ISRO) |
| · | Korea
Aerospace Research Institute (KARI) |
The company has indicated that it
intends to make the UFO intellectual property available on a royalty-free basis
to encourage broader innovation and collaboration in the development of future off-world habitats.
“While the BOXABL mission is
wholly focused on Earth, as enthusiasts we saw no viable public disclosed solutions for early-stage habitats off world,” said BOXABL
Co-CEO Paolo Tiramani. “Our after-hours skunkworks engineering team got to work to see if we could help early settlers. Issues to
solve for are straightforward; rocket cargo-cost is defined by volume and weight so minimize both, and onsite, in this case the moon,
solve for ease of setup, flexible configurability, link ability and redundancy from rapid decompression. One of the bigger challenges
of deadly long-term cosmic radiation is solved by our Rego-Brix IP that surrounds the structures using easily available local material
in a structured easy-to-build manner.”
BOXABL emphasized that the UFO concept
was developed by an after-hours skunkworks team operating separately from the company’s day-to-day housing initiatives. While inspired
by the potential challenges of future lunar and planetary settlement, the projects do not impact BOXABL’s primary mission of improving
housing affordability, accessibility and construction efficiency here on Earth.
This announcement comes ahead of
the special meeting for stockholders scheduled later today for both BOXABL and FG Merger II Corp. related to the proposed business combination.
If the merger is approved by shareholders and all other customary closing conditions are satisfied, the merger is expected to close and
shares of BXBL are expected to begin trading on Nasdaq shortly thereafter.
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. (NASDAQ:
FGMC)
FG Merger II Corp. (NASDAQ: FGMC)
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.
Corporate Communications Contact:
IBN
Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000 Office
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.
