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: May 26, 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 May 26, 2026, Boxabl issued the following Press Release.
LAS VEGAS, May
26, 2026 /PRNewswire/ -- BOXABL Inc., a leader
in innovative, factory-built modular solutions, today announced that it has officially received regulatory approval to sell and deploy
the BOXABL Casita Studio across the state of Texas. This milestone marks a pivotal expansion for BOXABL, granting the company direct access
to one of the fastest-growing residential markets in North America.
Texas is currently experiencing
a historic shift in housing policy. With the recent passage of statewide legislation (including HB 1779 and SB 673), Texas has moved
to limit local "NIMBY" ("Not in my Backyard") regulations, by prohibiting municipalities from imposing restrictive
lot sizes or owner-occupancy requirements for accessory dwelling units.
"Texas represents the
single most significant growth opportunity for BOXABL to date," said Galiano Tiramani, co-CEO of BOXABL. "With the state's population
exploding and new laws making it easier than ever for homeowners to add a Casita to their backyard, we are ready to scale our mission
of affordable, mass-produced housing in the heart of the Lone Star State."
Texas, along with California
and Washington, now accounts for more than 62% of all national ADU permits. Texas alone is seeing a 34% year-over-year surge in construction
approvals in urban hubs like Austin and Dallas.
As BOXABL moves
toward its anticipated merger with FG Merger II Corp (Nasdaq: FGMC)
and its subsequent public listing expected in June 2026, the Texas approval serves as a key regulatory milestone allowing BOXABL to deploy
the Casita Studio in one of the nation's largest housing 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. 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 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.
SOURCE Boxabl
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.
