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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 5, 2026
FG MERGER II CORP.
(Exact name of registrant as specified in its
charter)
| Nevada |
|
001-42493 |
|
86-2579471 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
104 S. Walnut Street, Unit 1A
Itasca,
IL 60143
(Address of principal executive offices)
(847)
751-9017
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock |
|
FGMC |
|
THE NASDAQ STOCK MARKET LLC |
| Rights |
|
FGMCR |
|
THE NASDAQ STOCK MARKET LLC |
| Units |
|
FGMCU |
|
THE NASDAQ STOCK MARKET LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On June 8, 2026, FG Merger
II Corp. (“FGMC”) issued a press release (the “Press Release”) announcing that the deadline
for FGMC’s public stockholders to exercise their redemption rights in connection with FGMC’s business combination with BOXABL
Inc. (“BOXABL”) occurred on June 5, 2026 at 5:00 p.m. ET. A copy of the Press Release is attached as Exhibit
99.1 and is incorporated herein by reference.
The information under this
Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not
be deemed to be incorporated by reference into the filings of FGMC under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Additional Information About the Business Combination
and Where to Find It
Additional information about
the Business Combination, including a copy of the Merger Agreement has been filed by FGMC in a Current Report on Form 8-K with the U.S.
Securities and Exchange Commission (the “SEC”). FGMC has filed a registration statement on Form S-4 (the “Registration
Statement”) with the SEC, which includes a definitive proxy statement which has been 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 Business
Combination 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 Business Combination. 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 Business Combination, as these documents contain
important information about FGMC, BOXABL and the proposed Business Combination. 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 Current Report on Form
8-K 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 Business Combination 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 Business Combination are delayed or are not obtained, which could
adversely affect the combined company or the expected benefits of the proposed Business Combination; 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 Business Combination; the ability of FGMC or the combined company to issue equity or equity-linked securities in connection
with the proposed Business Combination 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 Business Combination 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 Current Report on Form 8-K; 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 Current Report on Form 8-K, 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 Business Combination. 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 Business Combination are set forth in the proxy statement/prospectus. You can find more information about FGMC’s
directors and executive officers in its Annual Report on Form 10-K, filed with the SEC on March 31, 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 28, 2026. Additional information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests are included in the proxy statement/prospectus. Shareholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully 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 Current Report on Form
8-K 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 Current Report on Form 8-K, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
Exhibit
Number |
|
Description |
| 99.1 |
|
Press release dated June 8, 2026 |
| 104 |
|
Cover Page Interactive Data File (embed within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 8, 2026 |
| |
FG MERGER II CORP. |
| |
|
| |
By: |
/s/ Hassan R. Baqar |
| |
Name: |
Hassan R. Baqar |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
FG Merger II Corp. Announces Closing of the
Redemption Window for its
Business Combination with BOXABL
Stockholders who Chose Not to Redeem their
FGMC Shares
and Stockholders who Reverse their Redemption
Requests
Will become BOXABL Stockholders at Closing
ITASCA, Ill., June 8, 2026 – FG Merger II Corp. (NASDAQ: FGMC)
( “FGMC”) announced today that the deadline for FGMC’s public stockholders to exercise their redemption
rights in connection with FGMC’s business combination with BOXABL Inc. (“BOXABL”) occurred on June 5,
2026 at 5:00 p.m. ET.
Approximately 6,615,950 shares of FGMC
common stock were tendered for redemption. As a result, approximately $68.8 million (based on the
redemption price per share of $10.40 as of June 5, 2026.) will be removed from FGMC’s trust
account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of FGMC, such as
franchise taxes, but not including any excise tax. Following redemptions, FGMC will have 1,384,050 public shares of common stock outstanding,
and approximately $14 million will remain in FGMC’s trust account.
Any request for redemption, once made by a stockholder, may be
withdrawn prior to the closing of the business combination. If a stockholder has previously submitted a request to redeem its shares
FGMC common stock in connection with the Special Meeting and would like to reverse such request, such stockholder may make such request
by contacting FGMC’s transfer agent at the following address:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com
A special meeting (the “Special Meeting”)
of stockholders of FGMC will be held on June 9, 2026, at 10:00 a.m. Eastern Time virtually via live webcast at https://www.cstproxy.com/fgmergerii/2026,
or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.
The purpose of the Special Meeting is to vote on the proposed business
combination between FGMC and BOXABL, a leader in innovative housing solutions, and related matters. FGMC reminds stockholders of the importance
of their vote and encourages stockholders to vote their shares in favor of all proposals as recommended by the Board of Directors.
More information about voting and attending the Special Meeting is
included in the definitive Proxy Statement/Prospectus filed by FGMC with the SEC, which is available on the SEC's website at www.sec.gov.
FGMC encourages stockholders to read the Proxy Statement/Prospectus carefully. If you have any questions or need assistance voting your
shares, please contact FGMC’s proxy solicitor, Advantage Proxy, at Toll Free Telephone: (877) 870-8565, Main Telephone: (206) 870-8565
and E-mail: ksmith@advantageproxy.com.
FGMC stockholders who chose not to redeem their FGMC shares, and
Stockholders who reverse their redemption requests, will automatically become BOXABL stockholders at the closing of the business combination,
at which time FGMC will be renamed “BOXABL, Inc.” and is expected to re-list on Nasdaq under the ticker “BXBL”.
The FGMC board of directors recommends all stockholders vote “FOR”
all proposals in advance of the Special Meeting via the internet or by signing, dating and returning the proxy card upon receipt by following
the instructions on the proxy card.
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.
