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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):
May 6, 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 1.01 Entry Into A Material Definitive
Agreement.
Third Amendment to the Merger Agreement
On May 6, 2026, FG Merger
II Corp. (“FGMC”), entered into a Third Amendment (the “Third Amendment”) to that certain Agreement and
Plan of Merger, dated as of August 4, 2025, as amended by the First Amendment to the Agreement and Plan of Merger dated November 3, 2025,
as amended by the Second Amendment dated April 6, 2026 (collectively, the “Merger Agreement”), by and among FGMC, BOXABL
Inc. (“BOXABL”) and FG Merger Sub II Inc. (“Merger Sub” and together with BOXABL and FGMC, the “Parties”).
Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Merger Agreement.
Pursuant to the Amendment,
the Parties to the Merger Agreement agreed:
| (A) |
to delete and replace in its entirety the form of Company Lock-Up Agreement attached to the Merger Agreement as Exhibit A-1 with a revised form of Company Lock-Up Agreement. The revised Company Lock-Up Agreement provides for a lock-up period commencing on the Closing Date under which (i) 50% of the Lock-up Shares shall be released on the date that is six (6) months from the Closing Date, provided the price per share of the Surviving Pubco Common Shares meets or exceeds $12.00 per share for any twenty (20) trading days within any thirty (30) trading day period, and (ii) any remaining Lock-up Shares shall be released on the date that is thirteen (13) months from the Closing Date, irrespective of share price. The lock-up period terminates early if the trading price per share of the Surviving Pubco Common Shares meets or exceeds $20.00 per share, including during intra-day trading; and |
| |
|
| (B) |
to delete and replace in its entirety the form of Sponsor Lock-Up Agreement attached to the Merger Agreement as Exhibit A-2 with a revised form of Sponsor Lock-Up Agreement. The revised Sponsor Lock-Up Agreement provides for a lock-up period under which (i) 50% of the Lock-up Shares are released on the earlier of twelve (12) months following the Closing Date or the date on which the closing price of the Surviving Pubco’s Common Shares equals or exceeds $12.00 per share for any twenty (20) trading days within any thirty (30) trading day period, and (ii) the remaining 50% of the Lock-up Shares are released twelve (12) months following the Closing Date. Early release of all remaining Lock-up Shares occurs if the Acquiror Common Stock trades at or above $20.00 per share, including during intra-day trading. The Sponsor Lock-Up Agreement amends and restates the Insider Letter (dated January 28, 2025) in its entirety. |
The foregoing summary of the
Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as
Exhibit 2.1 and is incorporated by reference herein.
Additional Information About the Proposed Transaction
and Where to Find It
Additional information about
the transaction, including a copy of the Merger Agreement has been filed by FGMC in a Current Report on Form 8-K with the U.S. Securities
and Exchange Commission (the “SEC”). The proposed transaction will be submitted to shareholders of FGMC for their consideration.
FGMC has filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which includes preliminary
and definitive proxy statements to be distributed to FGMC’s shareholders in connection with FGMC’s solicitation of proxies
for the vote by FGMC’s shareholders in connection with the proposed transaction and other matters to be described in the Registration
Statement, as well as the prospectus relating to the offer of the securities to be issued to BOXABL’s shareholders in connection
with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive
proxy statement/prospectus and other relevant documents will be mailed to BOXABL shareholders and FGMC shareholders as of the record date
established for voting on the proposed transaction. Before making any voting or investment decision, FGMC and BOXABL shareholders and
other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and,
once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC by FGMC in connection with the
proposed transaction, as these documents will contain important information about FGMC, BOXABL and the proposed transaction. Shareholders
may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by FGMC
with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to FG Merger
II Corp., 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143 or to BOXABL 5345 E North Belt Rd Las Vegas, NV 89115.
Forward-Looking Statements
This 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 transaction and expectations related to its terms and timing; BOXABL’s plans to reorganize its operations into a
flatter structure and to enhance cross-functional integration through increased use of real-time data and analytics; 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 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 transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of FGMC’s and BOXABL’s shareholders in connection with
the proposed transaction will be set forth in proxy statement/prospectus when it is filed by FGMC and BOXABL with the SEC. You can find
more information about FGMC’s directors and executive officers in 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 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 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 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
Exhibit
No. |
|
Description |
| 2.1 |
|
Third Amendment to Agreement and Plan of Merger, dated as of May 6,
2026, by and among FG Merger II Corp., BOXABL Inc., and FG Merger Sub II Inc. |
| 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: May 13, 2026 |
| |
FG MERGER II CORP. |
| |
|
| |
By: |
/s/ Hassan R. Baqar |
| |
Name: |
Hassan R. Baqar |
| |
Title: |
Chief Financial Officer |
