BOXABL Inc. (Nasdaq: BXBL) closes $3.5B SPAC business combination

Rhea-AI Filing Summary

BOXABL Inc. completed its business combination with FG Merger II Corp. on July 17, 2026, after FGMC converted to a Texas corporation. The combined company is named BOXABL Inc. and its Class A Common Stock trades on Nasdaq under the symbol BXBL.

At closing, former BOXABL securityholders received or had reserved for them 246,524,760 shares of common stock and 103,475,240 shares of Merger Preferred Stock, representing aggregate merger consideration of $3,500,000,000 based on a deemed value of $10.00 per share. FGMC stockholders redeemed 3,466,086 shares for $36,048,176 in cash.

After the transaction, BOXABL had 241,493,343 common shares outstanding (9,409,633 Class A and 232,083,710 high‑vote Class B), plus 103,475,240 Merger Preferred shares and 1,000,000 warrants at a $15.00 exercise price. Paolo and Galiano Tiramani beneficially own about 96.37% of common stock, and Class B carries ten votes per share, making BOXABL a “controlled company” under Nasdaq rules. A 75,000,000‑share omnibus incentive plan was adopted, and significant lock‑ups restrict insider sales for up to 12 months, with earlier release tied to share‑price triggers. Disclosed risks include limited operating history, losses with a going‑concern qualification, substantial capital needs, production ramp‑up challenges, and regulatory and market risks for modular housing.

Filing Explained

Post-closing, BOXABL changed auditors and ended its sponsor-services agreement.

The July 17, 2026 closing is complete, and the filing adds that CBIZ CPAs P.C. replaced Fruci as auditor for the combined company’s financial statements for the year ending December 31, 2026.

Fruci was dismissed when the transaction closed; BOXABL reported no accounting disagreements or reportable events, and filed Fruci’s letter dated July 22, 2026.

The trust agreement and administrative services agreement were also terminated at closing.

A BOXABL legal proceeding against a supplier remains pending and seeks damages, specific performance and other remedies. Separately, the filing states that an SEC investigation involving a former BOXABL employee’s fraudulent securities activities concluded by July 2024 without SEC enforcement action against BOXABL.

8-K Event Classification

13 items: 1.01, 1.02, 2.01, 3.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 5.06, 7.01, 9.01

13 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.06 Change in Shell Company Status Governance

The company changed its shell company status, often through a reverse merger or acquisition of operating assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Merger consideration: $3,500,000,000 Common stock issued or reserved: 246,524,760 shares Merger Preferred Stock issued: 103,475,240 shares +5 more

8 metrics

Merger consideration $3,500,000,000 Aggregate value based on a deemed $10.00 per share for BOXABL securityholders

Common stock issued or reserved 246,524,760 shares Combined Company Common Stock issued or reserved for former BOXABL securityholders at closing

Merger Preferred Stock issued 103,475,240 shares Merger Preferred Stock issued to former BOXABL securityholders at closing

Post-close common shares outstanding 241,493,343 shares Combined Company Common Stock outstanding immediately following the Closing Date

Class A Common Stock outstanding 9,409,633 shares Combined Company Class A Common Stock outstanding as of the Closing Date

Class B Common Stock outstanding 232,083,710 shares Combined Company Class B Common Stock outstanding as of the Closing Date

Share redemptions 3,466,086 shares FGMC Common Stock redeemed by stockholders in connection with the business combination

Redemption payments $36,048,176 Aggregate cash paid to redeeming FGMC stockholders at the Closing Date

Key Terms

Business Combination, Merger Preferred Stock, controlled company, going concern qualification, +2 more

6 terms

Business Combination regulatory

"the parties consummated the transactions contemplated by the Merger Agreement (the “Business Combination”)"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Merger Preferred Stock financial

"issued 103,475,240 shares of Combined Company Merger Preferred Stock to the former BOXABL securityholders"

controlled company regulatory

"may be deemed a “controlled company” under Nasdaq rules because its executive officers are expected to hold more than 50%"

A controlled company is a publicly traded firm where one shareholder or a small group holds enough voting power to determine board members and major strategic choices. For investors this matters because control can speed decision-making and protect long-term plans, but it also raises the risk that majority owners will favor their own interests over minority shareholders, reducing outside oversight—like a family-owned restaurant that sold shares but the family still calls the shots.

going concern qualification financial

"limited operating history and history of losses, including the going concern qualification in BOXABL’s audited financial statements"

An auditor's warning in a company’s financial report that there is serious doubt the business can keep operating for the foreseeable future (usually the next 12 months). It matters to investors because it flags a higher risk of bankruptcy, asset losses or major restructuring—similar to a mechanic saying a car may not make it through the season—so shareholders and lenders may reassess value, lending terms or whether to stay invested.

Omnibus Incentive Plan financial

"adopted the BOXABL Inc. 2026 Omnibus Incentive Plan (the “Incentive Plan”). The Incentive Plan reserves 75,000,000 shares"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

Indemnification Agreements regulatory

"entered into indemnification agreements (the “Indemnification Agreements”) with each of its directors and executive officers"

Indemnification agreements are contracts in which one party agrees to pay for losses, legal costs, or damages another party might face — like a friend promising to cover repair bills if their dog breaks your window. For investors, these agreements matter because they determine who ultimately bears financial and legal risk, affecting a company’s potential liabilities, cash flow needs, and the willingness of executives or partners to take on roles or deals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/23/2026 - 05:30 PM Accepted by SEC EDGAR 07/23/2026 - 05:29 PM Learn about SEC filing dates

FAQ

What transaction did FGMC complete with BOXABL, and what is the new ticker?

FG Merger II Corp. completed a business combination with BOXABL Inc. on July 17, 2026. The combined company is named BOXABL Inc., and its Class A Common Stock now trades on Nasdaq under the ticker symbol BXBL.

How large was the BOXABL–FGMC merger consideration and how was it structured?

Former BOXABL securityholders received merger consideration valued at $3,500,000,000, based on a $10.00 per share deemed value. This consisted of 246,524,760 BOXABL common shares issued or reserved and 103,475,240 shares of Merger Preferred Stock at closing.

What is BOXABL’s share count and capital structure after the business combination?

Following closing, BOXABL had 241,493,343 common shares outstanding, including 9,409,633 Class A and 232,083,710 Class B shares, plus 103,475,240 Merger Preferred shares and 1,000,000 warrants, each allowing purchase of one common share at $15.00.

Who controls BOXABL Inc. after the merger and what voting structure is in place?

Paolo Tiramani beneficially owns 71.42% and Galiano Tiramani 24.87% of BOXABL common stock, primarily Class B. Each Class B share has ten votes, and together executives hold about 96.37% of voting power, making BOXABL a Nasdaq “controlled company.”

How many FGMC shares were redeemed in the BOXABL business combination?

In connection with stockholder approval of the business combination, holders redeemed 3,466,086 shares of FGMC common stock. These redemptions resulted in aggregate cash payments of $36,048,176 to the redeeming stockholders at closing.

What equity incentive plan did BOXABL adopt in connection with the merger?

BOXABL adopted the 2026 Omnibus Incentive Plan, reserving 75,000,000 shares of Class A Common Stock. The plan allows grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards, other share-based awards and cash-based incentives to eligible participants.

Does BOXABL expect to pay dividends on its common stock after the merger?

BOXABL has not paid cash dividends on its common stock and currently plans to retain any future earnings for operations, expansion and debt repayment. The company does not anticipate declaring cash dividends to common stockholders in the foreseeable future.

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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): July 17, 2026

BOXABL INC.

(Exact Name of Registrant as Specified in Charter)

Texas		001-42493		86-2579471
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5345 E. N. Belt Road

North Las Vegas, Nevada 89115

(Address of Principal Executive Offices) (Zip Code)

(702) 500-9000

(Registrant’s Telephone Number, Including Area Code)

FG Merger II Corp.

(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 (see General Instruction A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		BXBL		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Introductory Note

As previously disclosed, on August 4, 2025, FG Merger II Corp., a Nevada corporation (“FGMC”), entered into an Agreement and Plan of Merger (as amended on November 3, 2025, April 6, 2026 and May 6, 2026, the “Merger Agreement”), with FG Merger Sub II Inc., a Nevada corporation and a wholly-owned subsidiary of FGMC (“Merger Sub”), and BOXABL Inc., a Nevada corporation (“BOXABL”). Terms used herein but not defined herein shall have the meanings ascribed to them in the Proxy Statement/Prospectus (as defined below).

On July 17, 2026 (the “Closing Date”), the parties consummated the transactions contemplated by the Merger Agreement (the “Business Combination”), as follows:

The Conversion

Prior to and in connection with the Closing, FGMC converted from a Nevada corporation to a Texas corporation (the “Conversion”) in accordance with the Nevada Revised Statutes (“NRS”) and the Texas Business Organizations Code (“TBOC”). Upon the Conversion, FGMC became a Texas corporation and each issued and outstanding security of FGMC remained outstanding and automatically represented a corresponding security of FGMC as a Texas corporation.

The Mergers

Following the Conversion and on the Closing Date, Merger Sub merged with and into BOXABL, with BOXABL surviving as a wholly-owned subsidiary of FGMC (the “First Merger”). Immediately thereafter, BOXABL merged with and into FGMC, with FGMC surviving (the “Second Merger”, and together with the First Merger, the “Mergers”). As a result of the Business Combination, FGMC was renamed “BOXABL Inc.” (the “Combined Company”).

Pursuant to the terms of the Merger Agreement, at the applicable effective time, by virtue of the Mergers and without any action on the part of any party or any other person:

● each share of BOXABL’s common stock, par value $0.00001 (“BOXABL Common Stock”) (other than certain excluded shares and any shares held by stockholders who properly exercised and did not lose their dissenter’s rights under applicable Nevada law) was converted into the right to receive a number of shares of common stock of the Combined Company (“Combined Company Common Stock”), as determined by the exchange ratio set forth in the Merger Agreement (the “Common Exchange Ratio”);

● each share of BOXABL’s preferred stock, par value $0.00001 (“BOXABL Preferred Stock”) (other than any shares held by preferred stockholders who properly exercised and did not lose their dissenter’s rights under applicable Nevada law) was converted into the right to receive a number of shares of preferred stock of the Combined Company (“Combined Company Merger Preferred Stock”) as determined by the exchange ratio set forth in the Merger Agreement (the “Preferred Exchange Ratio”);

● all outstanding and unexpired BOXABL convertible securities (options and restricted stock units but excluding common stock warrants) were assumed by the Combined Company and became exercisable or convertible for Combined Company equity on the same terms, with adjustments as provided in the Merger Agreement;

● each BOXABL common stock warrant that remained outstanding was assumed by the First Merger Surviving Company and terminated at the effective time of the First Merger;

● each share of capital stock of Merger Sub issued and outstanding immediately prior to the First Merger Effective Time was automatically cancelled and converted into one share of common stock of the First Merger Surviving Company;

● all outstanding FGMC warrants and other convertible securities were assumed by the Combined Company and became exercisable for shares of Combined Company Common Stock, subject to adjustment as provided in the Merger Agreement;

● no fractional shares of Combined Company Common Stock or Combined Company Merger Preferred Stock were issued.

On the Closing Date, the Combined Company issued, or reserved for issuance, an aggregate of 246,524,760 shares of Combined Company Common Stock and issued 103,475,240 shares of Combined Company Merger Preferred Stock to the former BOXABL securityholders in exchange for their equity interests in BOXABL, representing aggregate merger consideration with a value of $3,500,000,000 based on a deemed value of $10.00 per share.

Listing of Securities

Prior to the Closing Date, FGMC Units, FGMC Common Stock and FGMC Rights were listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “FGMCU,” “FGMC” and “FGMCR,” respectively. In connection with the Business Combination, all of the FGMC Units separated into their component parts and ceased trading on Nasdaq.

As of the open of trading on July 20, 2026, the Combined Company Class A Common Stock began trading on Nasdaq under the symbol “BXBL.” The Combined Company Merger Preferred Stock is not listed on Nasdaq or any other securities exchange and is not publicly traded.

The description of the Merger Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of the Merger Agreement, as amended, copies of which are attached as Exhibits 2.1 through 2.4 to this Current Report on Form 8-K and are incorporated herein by reference.

The Merger Agreement is also described in detail in the definitive proxy statement/prospectus for the Business Combination filed by FGMC with the Securities and Exchange Commission (the “Proxy Statement/Prospectus”).

Item 1.01 Entry into a Material Definitive Agreement

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Lock-Up Agreements

In connection with the Business Combination, on the Closing Date, the Combined Company entered into lock-up agreements (the “Lock-Up Agreements”) with the Sponsor of FGMC and certain former stockholders of BOXABL (including Paolo Tiramani and Galiano Tiramani), pursuant to which each of the parties to the Lock-Up Agreements agreed not to effect any sale or distribution of any equity securities of the Combined Company held by any of them during the lock-up period. For 50% of the lock-up shares, the lock-up period ends at the earlier of (a) 12 months after the Closing Date and (b) the date on which the closing price of the Combined Company Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading-day period after the Closing Date. For the remaining 50% of the lock-up shares, the lock-up period ends 12 months after the Closing Date. The lock-up restrictions are also subject to early release upon certain liquidation, merger, exchange or reorganization transactions and automatically expire if the Combined Company Common Stock trades at or above $20.00 per share at any time (including intraday).

The foregoing description of the Lock-Up Agreements is qualified in its entirety by reference to the full text of the agreements, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Indemnification Agreements

In connection with the Business Combination, on the Closing Date, the Combined Company entered into indemnification agreements (the “Indemnification Agreements”) with each of its directors and executive officers. Subject to certain exceptions, the Indemnification Agreements provide that the Combined Company will indemnify each of its directors and executive officers for certain expenses, which may include attorneys’ fees, judgments, fines and settlement amounts, incurred by a director or officer in any action or proceeding arising out of that person’s services as a director or officer of the Combined Company or of any other company or enterprise to which the person provides services at the Combined Company’s request.

The foregoing description of the Indemnification Agreements is qualified in its entirety by reference to the form of Indemnification Agreement, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

The above-referenced agreements are described in the Proxy Statement/Prospectus.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K and Item 1.01 is incorporated herein by reference.

On the Closing Date, in connection with the consummation of the Business Combination, the Investment Management Trust Agreement between FGMC and Continental Stock Transfer & Trust Company and the Administrative Services Agreement between FGMC and the Sponsor were terminated. The Administrative Services Agreement had provided for monthly payments of $15,000 to the Sponsor.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures set forth in the Introductory Note of this Current Report on Form 8-K and in Item 1.01 are incorporated into this Item 2.01 by reference.

The Business Combination and each of the other proposals in the Proxy Statement/Prospectus were approved by FGMC’s stockholders and by BOXABL’s stockholders at their respective meetings. As indicated above, the Combined Company issued, or reserved for issuance an aggregate of 246,524,760 shares of Combined Company Common Stock and 103,475,240 shares of Combined Company Merger Preferred Stock to the former stockholders of BOXABL on the Closing Date.

In connection with the stockholder vote, an aggregate of 3,466,086 shares of FGMC Common Stock were redeemed by stockholders of FGMC resulting in the payment to such holders of an aggregate of $36,048,176.

As of the Closing Date and following the completion of the Business Combination, the Combined Company had approximately 241,493,343 shares of Combined Company Common Stock issued and outstanding, consisting of approximately 9,409,633 shares of Combined Company Class A Common Stock and approximately 232,083,710 shares of Combined Company Class B Common Stock, and 103,475,240 shares of Combined Company Merger Preferred Stock issued and outstanding. In addition, as of the Closing Date, the Combined Company had 1,000,000 Combined Company Warrants issued and outstanding, each entitling the holder thereof to purchase one share of Combined Company Common Stock at an exercise price of $15.00 per share.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as FGMC was immediately before the consummation of the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Combined Company is providing below the information that would be included in the Form 10 if it were to file a Form 10. Please note that the information provided below relates to the Combined Company following the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Cautionary Note Regarding Forward-Looking Statements

This document and the information incorporated by reference herein include “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding the Combined Company’s future financial performance, as well as its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The Combined Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Combined Company, incident to its business.

These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Combined Company’s views as of any subsequent date, and the Combined Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, the Combined Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

	●	the Combined Company’s limited operating history and history of losses, including the going concern qualification in BOXABL’s audited financial statements;
	●	the Combined Company’s ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the Combined Company to grow and manage growth profitably following the Closing Date;
	●	future capital needs and the ability to obtain additional financing on acceptable terms;

	●	the ability to maintain the listing of the Combined Company Class A Common Stock on Nasdaq following the Closing Date;
	●	the ability to successfully ramp production capacity and reduce per-unit production costs;
	●	risks relating to regulatory approvals for modular housing in additional states and jurisdictions;
	●	demand cyclicality and housing market conditions;
	●	supply chain disruptions, including reliance on key suppliers and the risk of supplier failure;
	●	reliance on senior management, including Paolo Tiramani and Galiano Tiramani;
	●	intellectual property protection and potential infringement claims;
	●	reliance on third-party builders, dealers, installers and franchisees;
	●	competition from traditional and modular construction companies;
	●	increased costs associated with being a public company;
	●	potential dilution from conversion of Merger Preferred Stock and other securities;
	●	conflicts of interest involving management and directors;
	●	controlled company status under Nasdaq rules;
	●	no third-party fairness opinion obtained in connection with the Business Combination;
	●	no minimum cash closing condition in the Merger Agreement; and
	●	other risks and uncertainties set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors.”

Business and Facilities

The information set forth in the section of the Proxy Statement/Prospectus entitled “Information About BOXABL” beginning on page 244 is incorporated herein by reference.

Risk Factors

The risks associated with the Combined Company’s business and operations following the Closing Date are described in the Proxy Statement/Prospectus in the section entitled “Risk Factors” beginning on page 65, which is incorporated herein by reference.

Financial Information

Audited Financial Statements

The following historical audited financial statements and the related notes are incorporated herein by reference from the Proxy Statement/Prospectus and filed as exhibits hereto:

	●	Audited financial statements of FGMC as of and for the years ended December 31, 2025 and December 31, 2024, audited by Fruci & Associates II, PLLC.
	●	Audited financial statements of BOXABL as of and for the year ended December 31, 2025, audited by CBIZ CPAs P.C.
	●	Audited financial statements of BOXABL as of and for the year ended December 31, 2024, audited by Marcum LLP.

The historical financial statements of FGMC and BOXABL and the related notes are included as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

Unaudited Interim Financial Statements

The unaudited interim consolidated financial statements of BOXABL as of and for the three months ended March 31, 2026 and March 31, 2025, including the consolidated balance sheet, consolidated statements of comprehensive loss, consolidated statements of cash flows, and related notes, are included as Exhibit 99.5 to this Current Report on Form 8-K and incorporated by reference herein. The unaudited interim financial statements of FGMC as of and for the three months ended March 31, 2026, and March 31, 2025, including the balance sheet, statements of operations, statements of cash flows, and related notes, are included as Exhibit 99.7 to this Current Report on Form 8-K and incorporated by reference herein.

Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information of FGMC and BOXABL as of March 31, 2026, for the three months ended March 31, 2026, and for the year ended December 31, 2025 is set forth in Exhibit 99.3 hereto and incorporated by reference herein.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of the financial condition and results of operations of BOXABL prior to the Closing Date is included in the Proxy Statement/Prospectus, which is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of BOXABL for the year ended December 31, 2025 is included as Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference herein. Management’s Discussion and Analysis of Financial Condition and Results of Operations of BOXABL for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, is included as Exhibit 99.6 to this Current Report on Form 8-K and incorporated by reference herein. Management’s Discussion and Analysis of Financial Condition and Results of Operations of FGMC for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, is included as Exhibit 99.8 to this Current Report on Form 8-K and incorporated by reference herein.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of the Combined Company common stock as of the Closing Date by:

	●	each person who is known to be the beneficial owner of more than 5% of the Combined Company common stock;
	●	each executive officer and director of the Combined Company; and
	●	all executive officers and directors of the Combined Company as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, rights and convertible securities that are currently exercisable or exercisable within 60 days.

The beneficial ownership of Combined Company Common Stock is based on 241,493,343 shares of Combined Company Common Stock issued and outstanding immediately following the Closing Date.

Name of Beneficial Owner(1)		Number of Shares				% of Common Stock
Directors and Executive Officers
Paolo Tiramani(3)			172,470,048	(2)			71.42	%
Galiano Tiramani(4)			60,052,681	(2)			24.87	%
Martin Noe Costas			—				—
Morris A. Davis			—				—
Zvi Yemini			—				—
Larry G. Swets, Jr.			200,000				*
All executive officers and directors as a group (6 persons)			232,722,729				96.37	%

(1) Unless otherwise noted, the business address of each of the following entities and individuals is 5345 E. N. Belt Road, North Las Vegas, Nevada 89115.

(2) Represents shares of Combined Company Class B Common Stock, par value $0.0001 per share. Each share of Class B Common Stock is entitled to ten (10) votes per share on all matters on which stockholders are generally entitled to vote. Holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to a vote of stockholders. Each share of Class B Common Stock is convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder at any time. Shares of Class B Common Stock may be issued only to, and registered in the name of, Paolo Tiramani, Galiano Tiramani and their respective permitted transferees. Immediately prior to any transfer of shares of Class B Common Stock to a person other than a permitted transferee, each share of Class B Common Stock so transferred shall automatically convert into one (1) share of Class A Common Stock.

(3) Includes 838,101 shares held directly, 84,767,646 shares held by the Paolo Tiramani 2020 Family Gift Trust, and 86,864,301 shares held by the Austin Powers Trust, each of which are shares of Combined Company Class B Common Stock.

(4) Includes 389,629 shares held directly, 30,998,869 shares held by the Galiano Tiramani 2020 Family Gift Trust, and 28,225,164 shares held by the Shontor Asset Protection Trust, each of which are shares of Combined Company Class B Common Stock. Also includes 439,019 shares issuable upon the exercise or vesting of outstanding options or other rights to acquire Combined Company Common Stock held by Mr. Tiramani’s spouse that are exercisable within 60 days.

Information about Directors and Executive Officers

Name		Age		Position Held
Paolo Tiramani		66		Co-Chief Executive Officer and Chairman of the Board
Galiano Tiramani		38		Co-Chief Executive Officer and Director
Martin Noe Costas		49		Chief Financial Officer and Treasurer
Morris A. Davis		54		Director
Zvi Yemini		75		Director
Larry G. Swets, Jr.		51		Director

Resignations and Appointments

In connection with the closing of the Business Combination, any pre-existing officers and directors of FGMC resigned from their respective positions as officers and/or directors of FGMC, in each case effective as of the Effective Time on the Closing Date. Effective as of the Closing Date, Paolo Tiramani was appointed as Co-Chief Executive Officer and Chairman of the Board, Galiano Tiramani was appointed as Co-Chief Executive Officer and a director, Martin Noe Costas was appointed as Chief Financial Officer and Treasurer, and each of Morris A. Davis, Zvi Yemini and Larry G. Swets, Jr. was appointed as a director of the Combined Company.

Information with respect to Combined Company’s directors and officers appointed as of the Closing Date, including biographical information regarding these individuals, is set forth in the Proxy Statement/Prospectus in the section entitled “Management of Combined Company Following the Business Combination” beginning on page 275, which information is incorporated herein by reference.

Risk Oversight

The Board of Directors of the Combined Company (the “Board”) has extensive involvement in the oversight of risk management related to the Combined Company and its business and accomplishes this oversight through regular reporting to the Board by the audit committee. The audit committee represents the Board by periodically reviewing the Combined Company’s accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls and its compliance with legal and regulatory requirements.

Director Independence

The Board consists of five members. Other than Paolo Tiramani and Galiano Tiramani, the director nominees (Morris A. Davis, Larry G. Swets, Jr. and Zvi Yemini) are expected to qualify as “independent directors” as defined under the listing requirements and rules of Nasdaq and the applicable rules of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Combined Company may be deemed a “controlled company” under Nasdaq rules because its executive officers are expected to hold more than 50% of the combined voting power of the Combined Company’s outstanding voting securities.

Committees of the Board of Directors

Audit Committee

The Combined Company’s audit committee is responsible for, among other things:

● selecting, retaining, compensating, overseeing and, if necessary, terminating the Combined Company’s independent registered public accounting firm, subject to any stockholder ratification of the selection of the independent auditors;

● pre-approving all audit and permitted non-audit and tax services to be provided by the Combined Company’s independent registered public accounting firm or other registered public accounting firms, and establishing policies and procedures for such pre-approval on an ongoing basis;

● reviewing and discussing with the Combined Company’s independent registered public accounting firm the firm’s internal quality control procedures, any material issues raised by internal quality control reviews, peer reviews, PCAOB inspections or governmental or professional inquiries, and all relationships between the firm and the Combined Company or its subsidiaries that may bear on the firm’s objectivity and independence;

● evaluating, at least annually, the qualifications, performance and independence of the Combined Company’s independent registered public accounting firm, including the lead audit partner, and overseeing required lead audit partner rotation;

● reviewing and discussing with the Combined Company’s independent registered public accounting firm the auditors’ responsibilities, the overall audit strategy, the scope and timing of the annual audit, significant risks identified during the audit, significant audit findings, critical accounting policies and practices, alternative GAAP treatments discussed with management, and other material written communications between the auditors and management;

● reviewing and discussing with the Combined Company’s independent registered public accounting firm and management any audit problems or difficulties, significant disagreements with management and management’s response, and resolving any disagreements between the auditors and management;

● reviewing with management and the Combined Company’s independent registered public accounting firm major issues regarding accounting principles and financial statement presentation, significant financial reporting judgments, the effect of regulatory and accounting initiatives and off-balance sheet structures, and the adequacy and effectiveness of the Combined Company’s financial reporting processes, internal control over financial reporting and disclosure controls and procedures;

● reviewing and discussing with management and the Combined Company’s independent registered public accounting firm the Combined Company’s annual and quarterly financial statements, related MD&A disclosure, required certifications, audit opinions, and disclosures relating to financial reporting processes and internal controls before the Combined Company’s Form 10-K and Form 10-Q filings are made with the SEC;

● recommending to the Board whether the audited financial statements and related MD&A disclosure should be included in the Combined Company’s Annual Report on Form 10-K and producing the audit committee report required to be included in the Combined Company’s proxy statement;

● reviewing and discussing with management and the Combined Company’s independent registered public accounting firm the Combined Company’s earnings releases, if any, including the presentation of financial information, use of pro forma, adjusted or other non-GAAP financial information, and financial information or earnings guidance provided to analysts and ratings agencies;

● establishing and overseeing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

● reviewing and discussing with management the risks faced by the Combined Company and the policies, guidelines and processes by which management assesses and manages such risks, including major financial risk exposures and risks relating to permitting and licensing, environmental matters, cybersecurity, third-party liability, supply chain issues, litigation and personnel oversight;

● reviewing the Combined Company’s compliance with applicable laws and regulations and overseeing policies, procedures and programs designed to promote legal, ethical and regulatory compliance, including monitoring compliance with Combined Company’s code of ethics;

● reviewing, with the General Counsel and outside legal counsel, legal and regulatory matters, including legal proceedings and regulatory investigations, that could have a significant impact on the Combined Company’s financial statements;

● reviewing, approving and overseeing transactions between the Combined Company and related persons, as defined in Item 404 of Regulation S-K, and other potential conflict of interest situations, and developing policies and procedures for approval of related-party transactions; and

● retaining independent outside counsel and other advisors as the audit committee deems necessary, with authority to determine compensation and oversee the work of such advisors.

The Combined Company’s audit committee consists of Morris A. Davis, Larry G. Swets, Jr. and Zvi Yemini, with Morris A. Davis serving as Chairperson. The Board has determined that Morris A. Davis qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. Each member of the audit committee meets the definition of “independent director” for purposes of serving on the audit committee under the Nasdaq rules and the independence standards under Rule 10A-3 of the Exchange Act.

Compensation Committee

The Combined Company’s compensation committee is responsible for, among other things:

● reviewing and approving annually the corporate goals and objectives applicable to the compensation of the Combined Company’s Chief Executive Officer;

● evaluating at least annually the Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the Chief Executive Officer’s compensation based on such evaluation, with the Chief Executive Officer not present during any deliberations or voting regarding his or her compensation;

● reviewing and approving the compensation of the Combined Company’s other executive officers;

● reviewing, approving and, when appropriate, recommending to the Board for approval, incentive compensation plans and equity-based plans, including the adoption, amendment and termination of such plans and, where appropriate or required, recommending such plans for stockholder approval;

● administering the Combined Company’s incentive compensation plans and equity-based plans, including designating eligible employees to receive awards, determining the amount of awards or equity to be granted and approving the terms and conditions applicable to each award or grant, subject to the terms of the applicable plan;

● reviewing and discussing with management the Combined Company’s executive compensation information and, when required by SEC rules, the Compensation Discussion and Analysis, and recommending that such disclosure be included in the Combined Company’s annual report on Form 10-K and proxy statement;

● producing the compensation committee report on executive officer compensation required to be included in the Combined Company’s proxy statement or annual report on Form 10-K;

● reviewing, approving and, when appropriate, recommending to the Board for approval, any employment agreements and severance arrangements or plans, including benefits to be provided in connection with a change in control, for the Chief Executive Officer and other executive officers;

● reviewing, approving and, when appropriate, recommending to the Board for approval, employee benefit plans, including the adoption, amendment and termination of such plans, and exercising fiduciary and administrative authority with respect to such plans to the extent delegated to the committee;

● reviewing the Combined Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, reviewing and discussing at least annually the relationship between risk management policies and practices and compensation, and evaluating compensation policies and practices that could mitigate any such risk;

● once required by SEC rules, reviewing and recommending to the Board the frequency of stockholder advisory votes on executive compensation and reviewing and approving the related proxy statement proposals;

● reviewing all director compensation and benefits for service on the Board and Board committees at least annually and recommending any changes to the Board as necessary;

● overseeing, in conjunction with the nominating and corporate governance committee, engagement with stockholders and proxy advisory firms on executive compensation matters; and

● selecting, retaining and obtaining advice from compensation consultants, outside legal counsel and other advisors as the committee deems necessary, including determining their compensation, overseeing their work and assessing their independence as required under applicable SEC and Nasdaq rules.

The Combined Company’s compensation committee consists of Morris A. Davis, Larry G. Swets, Jr. and Zvi Yemini, with Morris A. Davis serving as Chairperson. Each member of the compensation committee meets the definition of “independent director” under the Nasdaq rules.

Nominating and Corporate Governance Committee

The Combined Company’s nominating and corporate governance committee is responsible for, among other things:

● determining the qualifications, qualities, skills and other expertise required to serve as a director and developing and recommending to the Board criteria to be considered in selecting director nominees;

● identifying and screening individuals qualified to become members of the Board, consistent with the director criteria approved by the Board;

● making recommendations to the Board regarding the selection and approval of director nominees to be submitted to a stockholder vote at the annual meeting of stockholders;

● considering director nominations validly made by stockholders in accordance with applicable laws, rules and regulations and the Combined Company’s charter documents;

● developing and recommending to the Board corporate governance guidelines applicable to the Combined Company, reviewing those guidelines at least annually and recommending any changes to the Board;

● overseeing the Combined Company’s corporate governance policies, practices and procedures, including identifying best practices and reviewing and recommending to the Board changes to the Combined Company’s corporate governance framework, including its certificate of formation, bylaws and any stockholder agreement then in effect;

● developing, subject to Board approval, a process for the annual evaluation of the Board and its committees and overseeing the conduct of such annual evaluation;

● reviewing the Board’s committee structure and composition and making annual recommendations to the Board regarding the appointment of directors to serve as members and chairpersons of each committee;

● identifying and making recommendations to the Board regarding candidates to fill vacancies on the Board or any Board committee, whether by stockholder election or appointment by the Board;

● developing and overseeing an orientation program for new directors and a continuing education program for current directors, and periodically reviewing and updating those programs as necessary;

● reviewing all director compensation and benefits for service on the Board and Board committees at least annually and recommending any changes to the Board as necessary;

● reviewing related-party transactions, as defined by Item 404 of Regulation S-K, and conflicts of interest identified by the audit committee for compliance with applicable independence standards in connection with committee service or the nomination of an individual to serve on the Board or a Board committee;

● reviewing and discussing with management disclosure regarding the Combined Company’s corporate governance practices, including disclosure concerning the operations of the committee and other Board committees, director independence and the director nominations process, and recommending that such disclosure be included in the Combined Company’s proxy statement or annual report on Form 10-K, as applicable;

● reviewing the Combined Company’s code of ethics and periodically recommending any changes to the code to the Board;

● reviewing any director resignation letter tendered and evaluating and recommending to the Board whether such resignation should be accepted;

● overseeing the Combined Company’s practices and strategy relating to workforce health and safety, human capital management, energy efficiency and the environmental impact of the Combined Company’s homebuilding process, home affordability, business ethics and compliance, and data privacy and protection; and

● selecting, retaining and obtaining advice from director search firms, outside counsel, executive search firms and other advisors as the committee deems necessary, including determining their compensation, overseeing their work and assessing their independence as appropriate.

The Combined Company’s nominating and corporate governance committee consists of Morris A. Davis, Larry G. Swets, Jr. and Zvi Yemini, with Zvi Yemini serving as Chairperson.

Code of Business Conduct and Ethics

The Combined Company has adopted a written code of business conduct and ethics that applies to its directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on the Combined Company’s website at https://www.boxabl.com/ir. In addition, the Combined Company intends to post on its website all disclosures that are required by law or the Nasdaq rules concerning any amendments to, or waivers from, any provision of the code. The information on the Combined Company’s website is deemed not to be incorporated in this Current Report on Form 8-K.

Executive Compensation

The Combined Company’s named executive officers are Paolo Tiramani (Co-Chief Executive Officer), Galiano Tiramani (Co-Chief Executive Officer) and Martin Noe Costas (Chief Financial Officer and Treasurer).

The Combined Company does not have employment agreements with its named executive officers and has not maintained any pension, retirement or similar benefit plans for its named executive officers. The Combined Company intends to evaluate its executive compensation philosophy and plans following the consummation of the Business Combination.

The information regarding executive compensation of the Combined Company’s named executive officers is set forth in the Proxy Statement/Prospectus in the section entitled “Executive Officer and Director Compensation” beginning on page 282 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Overview of Anticipated Executive Compensation Program

Following the Closing Date, decisions with respect to the compensation of the Combined Company’s executive officers, including its named executive officers, will be made by the compensation committee of the Board. The Combined Company anticipates that compensation for its executive officers will have the following components: base salary, cash bonus opportunities, equity compensation, employee benefits and severance protections. The Combined Company will use annual cash bonuses and equity awards to promote performance-based pay that aligns the interests of its executive officers with the long-term interests of its stockholders and enhances executive retention.

Certain Relationships and Related Transactions

Certain relationships and related-party transactions are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions” beginning on page 291 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Legal Proceedings

From time to time, the Combined Company and its subsidiaries may become involved in legal proceedings arising in the ordinary course of its business. BOXABL has initiated legal proceedings against a key supplier that failed to deliver deposits and custom equipment, seeking damages, specific performance and other remedies. That matter remains pending. BOXABL does not anticipate additional material adverse impacts on its financial condition from such proceedings.

A Securities and Exchange Commission investigation involving a former BOXABL employee’s fraudulent securities activities concluded by July 2024 without SEC enforcement action against BOXABL.

For additional information regarding legal proceedings involving the Combined Company and its subsidiaries, see “Item 3. Legal Proceedings” in BOXABL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 27, 2026 (Commission File No. 000-56579), and “Part II, Item 1. Legal Proceedings” in BOXABL’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 15, 2026 (Commission File No. 000-56579), the disclosures of which are incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information and Holders

Immediately prior to the closing of the Business Combination, the FGMC Units, FGMC Common Stock and FGMC Rights were listed on Nasdaq under the symbols “FGMCU,” “FGMC” and “FGMCR,” respectively.

As of the Closing Date, FGMC’s Units separated into their component securities. As a result, the FGMC Units and FGMC Rights no longer trade.

On the Closing Date, the Combined Company Class A Common Stock was listed on Nasdaq under the new trading symbol “BXBL.” The Combined Company Merger Preferred Stock is not listed on Nasdaq or any other securities exchange and is not publicly traded. The Combined Company Class B Common Stock is not listed and is not publicly traded.

As of the Closing Date and following the completion of the Business Combination, the Combined Company had approximately 241,493,343 shares of common stock issued and outstanding held of record by 4,528 holders. Such numbers do not include Depository Trust Company participants or beneficial owners holding shares through nominee names.

Dividends

The Combined Company has not paid any cash dividends on its common stock to date. The Combined Company may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Combined Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant. The Combined Company does not anticipate declaring any cash dividends to holders of common stock in the foreseeable future.

Recent Sales of Unregistered Securities

The information provided in the Introductory Note and Item 1.01 of this Form 8-K is incorporated by reference into this section.

Description of Registrant’s Securities

The description of the Combined Company’s securities is set forth in the section of the Proxy Statement/Prospectus entitled “Description of the Combined Company’s Securities” beginning on page 293 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

Indemnification of Directors and Officers

The TBOC authorizes corporations to limit or eliminate, subject to certain conditions, the personal liability of directors and officers to corporations and their stockholders for monetary damages for breach of their fiduciary duties. The Combined Company’s organizational documents limit the liability of its directors and officers to the fullest extent permitted by Texas law.

The Combined Company expects to purchase director and officer liability insurance to cover liabilities its directors and officers may incur in connection with their services to the Combined Company, including matters arising under the Securities Act. The Combined Company’s organizational documents also provide that the Combined Company will indemnify its directors and officers to the fullest extent permitted by Texas law. In addition, the Combined Company intends to enter into customary indemnification agreements with each of its officers and directors, as described above in Item 1.01.

There is no pending litigation or proceeding involving any of the Combined Company’s directors, officers, employees or agents in which indemnification will be required or permitted. The Combined Company is not aware of any threatened litigation or proceedings that may result in a claim for such indemnification.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling the Combined Company, the Combined Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Financial Statements and Supplementary Data

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Prior to the consummation of the Business Combination, the FGMC Units, FGMC Common Stock and FGMC Rights were listed on Nasdaq under the symbols “FGMCU,” “FGMC” and “FGMCR,” respectively. On the Closing Date, all of the issued and outstanding FGMC Units separated into their component securities and the FGMC Units, FGMC Common Stock and FGMC Rights ceased trading on Nasdaq.

In connection with the Business Combination, the Combined Company Class A Common Stock was approved for listing on Nasdaq. The Combined Company Class A Common Stock began trading on Nasdaq under the symbol “BXBL” on July 20, 2026.

Item 3.02. Unregistered Sales of Equity Securities.

The information provided in the Introductory Note and Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to Rights of Security Holders.

The material terms of the organizational documents of the Combined Company and the general effect upon the rights of holders of the Combined Company’s capital stock are described in the sections of the Proxy Statement/Prospectus entitled “The Conversion Proposal” beginning on page 144 of the Proxy Statement/Prospectus and “Description of the Combined Company’s Securities” beginning on page 293 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

On the Closing Date, the Combined Company filed a Certificate of Formation with the Texas Secretary of State and adopted new Bylaws in connection with the Conversion. Copies of the Certificate of Formation and Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 4.01 Changes in Registrant’s Certifying Accountant

Upon the consummation of the Business Combination, the Combined Company appointed CBIZ CPAs P.C. as its independent registered public accounting firm to audit the Combined Company’s consolidated financial statements as of and for the year ending December 31, 2026.

Accordingly, Fruci & Associates II, PLLC, the independent registered public accounting firm for FGMC prior to the Business Combination (“Fruci”), was dismissed as of the date of the consummation of the Business Combination.

There were no “disagreements” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Fruci on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Fruci, would have caused Fruci to make reference thereto in its report on Fruci’s pre-merger financial statements for such periods. There have been no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

The Combined Company provided Fruci with a copy of the foregoing disclosures and has requested that Fruci furnish the Combined Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Combined Company set forth above. A copy of Fruci’s letter, dated July 22, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note of this Current Report on Form 8-K and in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note of this Current Report on Form 8-K and in the section entitled “Information about Directors and Executive Officers” in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Incentive Plan

In connection with the Business Combination, the Combined Company adopted the BOXABL Inc. 2026 Omnibus Incentive Plan (the “Incentive Plan”). The Incentive Plan reserves 75,000,000 shares of Combined Company Class A Common Stock for issuance. The Incentive Plan permits the grant of options (including incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance-based awards, other share-based awards, and other cash-based awards. The material terms of the Incentive Plan are discussed in the section of the Proxy Statement/Prospectus entitled “The Incentive Plan Proposal” beginning on page 163 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

Directors and Executive Officers

The information regarding the Combined Company’s directors and executive officers set forth under the headings “Directors and Executive Officers” and “Executive Compensation” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference. The Combined Company’s fiscal year ends December 31; no change in fiscal year is being made in connection with the Business Combination.

Item 5.06 Change in Shell Company Status

As a result of the Business Combination, which fulfilled the definition of a business combination as required by FGMC’s organizational documents, FGMC ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date. The material terms of the Business Combination are described in the Proxy Statement/Prospectus in the section entitled “The Business Combination Proposal” beginning on page 119 of the Proxy Statement/Prospectus which is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 17, 2026, the Combined Company issued a press release announcing the consummation of the Business Combination, which is included in this Current Report on Form 8-K as Exhibit 99.9.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The following historical audited financial statements and the related notes are incorporated herein by reference from the Proxy Statement/Prospectus:

	●	Audited financial statements of FGMC as of and for the years ended December 31, 2025 and December 31, 2024, audited by Fruci & Associates II, PLLC.
	●	Audited financial statements of BOXABL as of and for the year ended December 31, 2025, audited by CBIZ CPAs P.C.
	●	Audited financial statements of BOXABL as of and for the year ended December 31, 2024, audited by Marcum LLP.

The historical financial statements of FGMC and BOXABL and the related notes are included as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

The unaudited interim consolidated financial statements of BOXABL as of and for the three months ended March 31, 2026 and March 31, 2025 are included as Exhibit 99.5 to this Current Report on Form 8-K and incorporated by reference herein. The unaudited interim financial statements of FGMC as of and for the three months ended March 31, 2026 and March 31, 2025 are included as Exhibit 99.7 to this Current Report on Form 8-K and incorporated by reference herein.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information of FGMC and BOXABL as of March 31, 2026, for the three months ended March 31, 2026, and for the year ended December 31, 2025 is set forth in Exhibit 99.3 hereto and is incorporated by reference herein.

(c) Management’s Discussion and Analysis

Management’s Discussion and Analysis of Financial Condition and Results of Operations of BOXABL for the year ended December 31, 2025 is included as Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference herein. Management’s Discussion and Analysis of Financial Condition and Results of Operations of BOXABL for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, is included as Exhibit 99.6 to this Current Report on Form 8-K and incorporated by reference herein. Management’s Discussion and Analysis of Financial Condition and Results of Operations of FGMC for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, is included as Exhibit 99.8 to this Current Report on Form 8-K and incorporated by reference herein.

(d) Exhibits

Exhibit Index

Exhibit No.		Description
2.1+		Agreement and Plan of Merger, dated as of August 4, 2025, by and among FG Merger II Corp., FG Merger Sub II Inc. and BOXABL Inc. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4, as amended (File No. 333-290357)).
2.2		First Amendment to Agreement and Plan of Merger, dated November 3, 2025 (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4, as amended (File No. 333-290357)).
2.3		Second Amendment to Agreement and Plan of Merger, dated April 6, 2026 (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4, as amended (File No. 333-290357)).
2.4		Third Amendment to Agreement and Plan of Merger, dated May 6, 2026 (incorporated by reference to Exhibit 2.4 to the Registration Statement on Form S-4, as amended (File No. 333-290357)).
3.1		Certificate of Formation of BOXABL Inc., as filed with the Texas Secretary of State, effective upon the Closing.
3.2		Bylaws of BOXABL Inc., effective upon the Closing.
10.1		Form of Company Lock-Up Agreement.
10.2		Form of Sponsor Lock-Up Agreement.
10.3		Form of Indemnification Agreement.
10.4		BOXABL Inc. 2026 Omnibus Incentive Plan.
16.1		Letter from Fruci & Associates II, PLLC to the Securities and Exchange Commission, dated July 22, 2026.
99.1		Audited financial statements of FG Merger II Corp. as of and for the years ended December 31, 2025 and December 31, 2024.
99.2		Audited financial statements of BOXABL Inc. as of and for the years ended December 31, 2025 and December 31, 2024.
99.3		Unaudited Pro Forma Condensed Combined Financial Information as of March 31, 2026, for the three months ended March 31, 2026, and for the year ended December 31, 2025.
99.4		Management’s Discussion and Analysis of Financial Condition and Results of Operations of BOXABL.
99.5		Unaudited interim consolidated financial statements of BOXABL Inc. as of and for the three months ended March 31, 2026 and March 31, 2025.
99.6		Management’s Discussion and Analysis of Financial Condition and Results of Operations of BOXABL for the three months ended March 31, 2026.
99.7		Unaudited interim financial statements of FG Merger II Corp. as of and for the three months ended March 31, 2026, and March 31, 2025.
99.8		Management’s Discussion and Analysis of Financial Condition and Results of Operations of FG Merger II Corp. for the three months ended March 31, 2026.
99.9		Press Release announcing consummation of the Business Combination.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

+ Schedule and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Combined Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURE

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: July 23, 2026	BOXABL INC.
	By:	/s/ Paolo Tiramani
	Name:	Paolo Tiramani
	Title:	Co-Chief Executive Officer

Exhibit 99.1

FG MERGER II CORP.

INDEX TO FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm (Fruci & Associates II. PLLC,; PCAOB ID:5525)		F-2
Financial Statements:
Balance Sheets as of December 31, 2025 and December 31, 2024		F-3
Statements of Operations for the year ended December 31, 2025 and December 31, 2024		F-4
Statements of Changes in Shareholders’ Equity for the year ended December 31, 2025 and December 31, 2024		F-5
Statements of Cash Flows for the year ended December 31, 2025 and December 31, 2024		F-6
Notes to Financial Statements		F-7

F-1

Table of Contents 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of FG Merger II Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of FG Merger II Corp. (“the Company”) as of December 31, 2025 and 2024, and the related statements of operations, statements of changes in shareholders’ equity, and statements of cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2023.

Spokane, Washington
March 31, 2026

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ITEM 1. FINANCIAL STATEMENTS.

FG Merger II Corp.

Balance Sheets

		December 31,				December 31,
		2025				2024
		(Audited)				(Audited)
ASSETS
Current assets
Cash		$	486,900			$	46,285
Prepaid expense			97,547				—
Deferred offering cost			—				122,750
Total current assets			584,447				169,035
Cash held in trust account			82,136,888				—
TOTAL ASSETS		$	82,721,335			$	169,035
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	57,171			$	25,728
Accrued offering cost			—				20,939
Tax liability			137,747				—
Promissory note			—				125,000
TOTAL LIABILITIES		$	194,918			$	171,667
COMMITMENTS AND CONTINGENCIES
Common stock; $0.0001 par value, subject to possible redemption, 8,000,000 shares at redemption value		$	82,136,888			$	—
STOCKHOLDERS’ EQUITY
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; 0  issued and outstanding			—				—
common stock, $0.0001 par value; 100,000,000 shares authorized; 2,295,800 issued and outstanding (excluding 8,000,000 shares subject to possible redemption)		$	259			$	230
Additional paid in capital			—				26,436
Accumulated deficit			389,270				(29,298	)
Total Stockholders’ Equity			389,529				(2,632	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	82,721,335				169,035

The accompanying notes are an integral part of the financial statements.

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FG Merger II Corp.

Statements of Operations

(Audited)

		For the year				For the year
		ended				ended
		December 31,				December 31,
		2025				2024
Operating expenses:
General and administrative expenses		$	972,161			$	25,850
Loss from operations			(972,161	)			(25,850	)
Other income & expenses:
Investment income on trust account			3,036,888				—
Income before taxes			2,064,727				—
Income tax expense			637,747				—
Net income (loss)		$	1,426,980			$	(25,850	)
Weighted average redeemable common shares outstanding basic			7,342,466				2,207,842
Basic income per share, redeemable shares		$	0.26			$	(0.01	)
Weighted average redeemable common shares outstanding diluted			8,076,712				—
Diluted income per share, redeemable shares			0.23				—
Weighted average non-redeemable common shares outstanding basic			2,301,899				—
Basic loss per non-redeemable share		$	(0.21	)
Weighted average non-redeemable common shares outstanding diluted			2,329,047				—
Basic and diluted loss per non-redeemable share		$	(0.20	)		$	—

The accompanying notes are an integral part of the financial statements.

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FG Merger II Corp.

Statements of Changes in Shareholders’ Equity

For the year ended December 31, 2025 and December 31, 2024

(Audited)

		Common				Common				Additional								Total
		Stock				Stock				paid-in				Accumulated				Stockholders’
		Shares				Amount				capital				Deficit				equity
Balance at December 31, 2023			2,156,250			$	216			$	24,784			$	(1,782	)		$	23,218
Issuance of additional founder shares			143,750				14				1,652				(1,666	)			—
Net loss			—				—				—				(25,850	)			(25,850	)
Balance at December 31, 2024			2,300,000			$	230			$	26,436			$	(29,298	)		$	(2,632	)
Sale of 8,000,000 units at $10 per unit in IPO			8,000,000				800				79,999,200				—				80,000,000
Sale of 248,300 units in private placement			248,300				24				2,482,976				—				2,483,000
Sale of 1,000,000 $15 strike warrants in private placement			—				—				100,000				—				100,000
Issuance of underwriter units			40,000				4				96				—				100
Issuance of advisor units			7,500				1				—								1
Reclassification of offering costs			—				—				(1,481,032	)			—				(1,481,032	)
Common shares subject to possible redemption			—				(800	)			(80,799,200	)			—				(80,800,000	)
Forfeiture of founder shares due to no over-allotment exercise by underwriter			(300,000	)			—				—				—				—
Accretion of common shares subject to possible redemption			—				—				(328,476	)			(1,008,412	)			(1,336,888	)
Net Income			—				—				—				1,426,980				1,426,980
Balance at December 31, 2025		$	10,295,800			$	259			$	—			$	389,270			$	389,529

The accompanying notes are an integral part of the financial statements.

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FG Merger II Corp.

Statements of Cash Flows

(Audited)

		For the year ended				For the year ended
		December 31,				December 31,
		2025				2024
Cash flows from operating activities
Net income (loss)		$	1,426,980				(25,850	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Deferred offering cost			(20,939	)			(8,080	)
Accounts payable			31,443				23,967
Prepaid expenses			(97,547	)			—
Tax liability			137,747				—
Interest expense			6,671				—
Net cash used in operating activities			1,484,355				(9,963	)
Cash flows from investing activities
Investment in trust account			(82,136,888	)			—
Net cash used in investing activities			(82,136,888	)			—
Cash flows from financing activities
Proceeds from promissory note			417,000				—
Repayment of promissory note			(548,671	)			—
Proceeds from sale of 8,000,000 units at $10 per unit in IPO net of offering cost paid at closing			78,641,719				—
Proceeds from sale of 248,300 units to Sponsor in private placement			2,483,000				—
Proceeds from sale of 40,000 units to underwriters in private placement			100				—
Proceeds from sale of 1,000,000 $15 strike warrants in private placement			100,000				—
Net cash provided by Financing activities			81,093,148				—
Net increase in cash			440,615				(9,963	)
Cash at beginning of period			46,285				56,248
Cash at end of period		$	486,900			$	46,285
Supplemental disclosure for non-cash financing activities:
Offering cost			1,481,032				122,750

The accompanying notes are an integral part of the financial statements.

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FG Merger II Corp.

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2025

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

FG Merger II Corp. (the “Company” or “FGMC”) is a blank check company incorporated in Nevada on September 20, 2023. The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”).

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial services industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2025, the Company had not yet commenced any operations. All activity through December 31, 2025 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and the search of Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

The registration statement of the Company was declared effective on January 28, 2025. On January 30, 2025, the Company consummated its IPO of 8,000,000 units at $10.00 per unit (the “Units”). Each Unit consist of one share of common stock of the Company, par value $0.0001 per shares (“Public Shares”) and one right to receive one-tenth common share (“Public Right”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,000,000.

Simultaneously with the closing of the IPO, the Company consummated private placement ( “Private Placement”) in which i) FG Merger Investors II LLC (the “Sponsor”) and Ramnaraine Jaigobind purchased 223,300 and 25,000 private unit ( the “Private Units”) respectively, at a price of $10.00 per Private Unit, generating total proceeds of $2,483,000 and ii) the Sponsor purchased in aggregate of 1,000,000 $15.00 exercise price warrants (the “$15 Private Warrants”) at a price of $0.10 per $15 Private Warrant, each exercisable to purchase one shares of common stock at $15.00 per share, for an aggregate purchase price of $100,000.

Each Private Unit consists of one common share and one right. right (“Private Unit Right”). Each whole Private Unit Right entitles the holder to convert the right to one-tenth share of common stock.

Each $15 Private Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

The Company Units are listed on the National Association of Securities Dealers Automated Quotations (“Nasdaq”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the $15 Private Warrants, and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

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Following the closing of the IPO, and amount of $80,800,00 ($10.10 per Unit) from the net proceed of the sale of the Units in the IPO and the sale of Private Placement Securities were placed in a trust account (“Trust Account”) account (“Trust Account”) and invested in a money market fund, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. In the event that the Company seeks stockholder approval in connection with a Business Combination, the Company will proceed with the Business Combination only if a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated articles of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The holders of Public Shares are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated articles of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Sponsor, officers, directors and advisors (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated articles of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the amended and restated articles of incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 Private Warrant (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Initial Stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination.

The Company has until 24 months from the closing of the IPO to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of funds withdrawn for working capital purposes (not to exceed $1,200,000 in aggregate) and taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. There will be no redemption rights or liquidation distribution with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination period.

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The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Merger Agreement

On August 4, 2025, FGMC, Boxable Inc. (“Target” or “BOXABLE”) and FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary of FGMC (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for a two-step merger transaction (the “Mergers”) in which, first, Merger Sub will merge with and into BOXABL (the “First Merger”), with BOXABL surviving as a wholly-owned subsidiary of FGMC, and, immediately thereafter, BOXABL (as the surviving company in the First Merger) will merge with and into FGMC (the “Second Merger”), with Company continuing as the surviving public company (the “Combined Company”). By virtue of the consummation of the Mergers, the Combined Company will change its name to BOXABL Inc. The Boards of Directors of BOXABL, Company, and Merger Sub have unanimously approved the Merger Agreement and the transactions contemplated thereby.

Consideration

The aggregate merger consideration to be received by BOXABL stockholders is equal to a combination of preferred and common shares of FGMC that equals a total of $3,500,000,000, each at a deemed value of $10 per share. There is no minimum cash required to close the Merger.

Closing Conditions

The closing of the Mergers is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of BOXABL and FGMC, effectiveness of a registration statement on Form S-4 to be filed by the Company with the SEC in connection with the transaction, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, approval for listing of the Combined Company Common Stock on Nasdaq or NYSE, absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Merger Agreement.

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances. Either BOXABL or FGMC may terminate the agreement by written notice if the closing has not occurred on or before December 31, 2025 (the “Agreement End Date”), provided that the right to terminate on this basis is not available to any party whose breach of the agreement has proximately caused the failure of the closing to occur by such date. Termination is also permitted by mutual written consent of the parties, or by either party if a governmental authority enacts a law or order that makes consummation of the transactions illegal or otherwise prohibits the transaction, so long as the terminating party or its subsidiaries did not cause such prohibition by their own breach.

On November 3, 2025, Company entered into an amendment (the “Amendment”) to the Merger Agreement with Boxable. Pursuant to the Amendment, the parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from December 31, 2025, to March 31, 2026.

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Termination Provisions

Additional termination rights include the ability for either party to terminate if the required stockholder approvals from either BOXABL or FGMC are not obtained at their respective stockholder meetings, unless the failure to obtain such approval is due to the action or inaction of the party seeking termination. The agreement may also be terminated by one party if the other party has committed a material breach of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions, subject to a cure period of up to thirty (30) days (or any shorter period remaining before the Agreement End Date) after notice of such breach. Upon termination, the agreement becomes void and has no further effect, except for certain provisions that expressly survive, and subject to liability for any willful and material breach or actual fraud occurring prior to termination. Each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.

Certain Related Agreements

In connection with the execution of the Merger Agreement, the sponsor of FGMC, entered into a support agreement pursuant to which it agreed to vote its shares of FGMC in favor of the transaction and take certain other actions in support of the Mergers (the “Sponsor Support Agreement”). Certain stockholders of the BOXABLE entered into a support agreement pursuant to which they agreed to vote their shares of BOAXABLE in favor of the transaction and take certain other actions in support of the Mergers (the “BOXABLE Support Agreement”). At closing, BOXABLE and FGMC will enter into lock-up agreements with certain BOXABLE stockholders (the “BOXABLE Lock-Up Agreements”) and with the sponsor (the “Sponsor Lock-Up Agreement”), restricting the transfer of certain shares for specified periods following the closing.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

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Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2025.

Marketable securities held in trust account

At December 31 2025, substantially all of the assets held in the Trust Account were invested in a money market fund focused on U.S Treasury obligation. During the twelve months ended December 31, 2025, the Company withdrew $1,200,000 of the interest income in total for working capital purposes and withdrew $500,000 to pay tax liability.

Deferred offering costs

Deferred offering costs consist of legal, underwriter expenses and accounting expense incurred through the balance sheet date that are directly related to the IPO and that are charged to stockholder’s equity upon the completion of the IPO. Offering cost amounting to 1,481,032 (including $750,000 of underwriting fee and $250,000 of advisor fee) were charged to shareholders’ equity upon the completion of the IPO.

Warrant and Right Instruments

The Company accounts for the Public Rights issued in connection with the IPO, the Private Unit Rights and the $15 Private Warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40, the Public Rights and the Private Unit Rights and $15 Private Warrants meet the criteria for equity treatment and as such will be recorded in shareholders’ equity. If the Public Rights, Private Unit Rights and $15 Private Warrant no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period with changes recorded in the statement of operations.

Common stock subject to possible redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2025, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value using the “at redemption value” method and accordingly recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital and retained or accumulated deficit if additional paid in capital account equals zero.

Income taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2025and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Company’s year end is December 31 and no statutory tax deadline has yet occurred.

As of December 31, 2025, Company has estimated $998,592 in capitalized start-up cost. Company applied a 21% federal tax rate and determined estimated deferred tax asset amount of approximate $209,704.Company have taken a conservative approach and elected to take full valuation allowance against the deferred tax asset due to the uncertainty of the long term use of the asset.

As of December 31, 2025, the Company has estimated $637,747 in federal income tax expense on the income earned in the Trust Account. During third quarter of 2025, Company made an estimated tax payment of $500,000.

Reconciliation of Net Income (Loss) per Common Share

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company utilize two class methodology in calculation of earnings per share. The Company has redeemable shares that were issued in IPO and non-redeemable shares which include shares issued in Private Placement, Underwriter Units, Advisor Units and Founder Share (as described below). Income and losses are shared pro rata between the redeemable and nonredeemable common shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Net loss for the period from January 1, 2025 to IPO was allocated fully to the non-redeemable common shares. Net income from IPO till December 31, 2025, was allocated to redeemable and non-redeemable common shares. Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of common share outstanding for the potentially dilutive impact of outstanding warrants.

The following table reflects the calculation of basic and diluted net income(loss) per share of common stock (in dollars, except per share amounts):

Net loss from January 1, 2025, to IPO date		$	(106	)
Net income from IPO date to December 31, 2025			1,427,086
Total income from January 1, 2025, to December 31, 2025		$	1,426,980

		For the year ended December 31, 2025
		Redeemable				Non- Redeemable
		Shares				Shares				Total
Total number of ordinary shares – Basic			8,000,000				2,295,800				10,295,800
Ownership percentage			78	%			22	%			—
Total income allocated by class		$	1,113,127			$	313,853			$	1,426,980
Less: Accretion allocated based on ownership percentage			(2,821,978	)			(795,942	)			(3,617,920	)
Plus: Accretion applicable to the redeemable class			3,617,920				—				3,617,920
Total income (loss) by class		$	1,909,069			$	(482,089	)			1,426,980
Weighted average shares			7,342,466				2,301,899				—
Earnings (loss) per ordinary share - Basic		$	0.26			$	(0.21	)			—

F-12

Table of Contents 

		For the year ended December 31, 2025
		Redeemable				Non- Redeemable
		Shares				Shares				Total
Total number of ordinary shares – Diluted			8,800,000				2,325,380				11,125,380
Ownership percentage			79				21	%			—
Total income allocated by class		$	1,127,398			$	299,582			$	1,426,980
Less: Accretion allocated based on ownership percentage			(2,858,157	)			(759,763	)			(3,617,920	)
Plus: Accretion applicable to the redeemable class			3,617,920				—				3,617,920
Total income (loss) by class		$	1,887,161			$	(460,181	)			1,426,980
Weighted average shares			8,076,712				2,329,047				—
Earnings (loss) per ordinary share - Diluted		$	0.23			$	(0.20	)			—

Fair value of financial instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement”, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities.

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 input include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The fair value of the marketable securities held in Trust Account is determined using the level 1 input.

Operating Segments

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer and the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

F-13

Table of Contents 

		December 31,				December 31,
		2025				2024
General and administrative expenses		$	972,161			$	25,850
Interest earned on the Trust Account		$	3,036,888				—

The CODM reviews interest earned on the Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

Recently issued accounting standard

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods. The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted. The Company adopted this guidance for the year ended 2025. The adoption resulted in disclosure changes only

In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, which requires enhanced disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is intended to improve transparency regarding the nature and magnitude of factors contributing to differences between the statutory tax rate and the effective tax rate, as well as cash taxes paid by jurisdiction.

The Company adopted this standard effective January 1, 2025 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows, as the amendments are disclosure-only in nature. Prior-period amounts have been recast to conform to the current-period presentation, where applicable.

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

NOTE 3. INITIAL PUBLIC OFFERING

On January 30, 2025, the Company consummated its IPO of 8,000,000 Units at $10.00 per unit. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,000,000

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the Company consummated Private Placement in which i) Sponsor and Ramnaraine Jaigobind purchased 223,300 and 25,000 Private Units respectively, at a price of $10.00 per Private Unit, generating total proceeds of $2,483,000 and ii) the Sponsor purchased in aggregate of 1,000,000 $15 Private Warrants”) at a price of $0.10 per $15 Private Warrant, each exercisable to purchase one shares of common stock at $15.00 per share, for an aggregate purchase price of $100,000.

F-14

Table of Contents 

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On October 6, 2023, the Company issued an aggregate of 2,156,250 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On October 18, 2023, the Sponsor transferred an aggregate of 465,000 Founder Shares to members of the Company’s management, board of directors and senior advisors, resulting in the Sponsor holding 1,691,250 Founder Shares. The Founder Shares include an aggregate of up to 300,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the IPO (assuming the Initial Stockholders did not purchase any Public Shares in the IPO and excluding the securities underlying the $15 Private Warrants, the Private Units).

On August 21, 2024, Company issued a dividend of approximately 0.066 Founder Shares for every issued and outstanding founder share resulting in our initial stockholders holding an aggregate of 2,300,000 Founder Shares, an increase of 143,750 founder compared to 2,156,250 initial Founder Shares issued.

On February 5, 2025, the underwriters elected to terminate their over-allotment option to purchase 1,200,000 IPO Units resulting in Sponsor to forfeit 300,000 Founder Shares. As of December 31, 2025, there were 2,000,000 Founder Shares outstanding.

The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Public Shares for cash, securities or other property.

Promissory Notes

On October 6, 2023, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Company drew $125,000 under the promissory note. On April 1. 2025, the Company paid off the entire $125,000 balance. As of December 31, 2025, there was no balance outstanding under the Promissory Notes. The Promissory Notes are noninterest bearing and payable on the consummation of the IPO.

On January 30, 2025, the Company issued an unsecured promissory note of $417,000 to the Sponsor. This promissory note bear interest at the rate of 12% per year and will mature on January 30, 2026. On March 5, 2025, the company paid $257,000 in principal and $4,935 in interest. On April 1, 2025, the Company paid $160,000 in principal and $1,736 in interest As of December 31, 2025, there was no outstanding balance under the promissory note.

Administrative Services Agreement

The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor will perform certain services for the Company for a monthly fee of $15,000. As of December 31, 2025, the Company has paid $180,000 to Sponsor. There was $15,000 due to Sponsor at as of December 31, 2025

Both executive officers of the Company serve as the managers of the Sponsor at close of the IPO

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, the Private Units, the $15 Private Warrants (and their underlying securities) are entitled to registration rights pursuant to a registration rights agreement. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.

F-15

Table of Contents 

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 1,200,000 additional Units to cover over-allotments at the IPO price. On February 5, 2025, the underwriters elected to terminate their over-allotment option to purchase 1,200,000 Units resulting in Sponsor to forfeit 300,000 Founder Shares.

The underwriter are entitled to a underwriting discount equal to the lesser of (i)750,000 (ii) an amount equal to $750,000 plus 1% of the gross proceeds from the sale of the Over-Allotment Units. At IPO closing, underwriter were paid $750,000.

Underwriters also received 40,000 private units (“Underwriter Units”) at close of IPO for a nominal price of $100.

Additionally, the Underwriter has agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of the IPO (subject to the Company’s right, to allocate up to 50% of such fee to another financial institution in Company’s sole discretion) upon completion of the Business Combination. The deferred underwriter commission amount will be $2,800,000 payable only upon completion of the Business Combination.

Financial Advisor

Upon closing of the IPO, the Company paid $250,000 to the financial advisor and issued 7,500 private units ( “Advisor Units”).

NOTE 7. STOCKHOLDERS’ EQUITY

Common Shares – The Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001. On December 31, 2025, there were 2,295,800 common shares outstanding, excluding 8,000,000 shares subject to possible redemption.

Rights – Public Rights will entitle the holder to receive one-tenth common share per each Public Right. On December 31, 2025, the Company had 829,580 total rights including 800,000 Public Rights outstanding at the close of the IPO.

Warrants — The $15 Private Warrants entitles the holder to purchase one common share at an exercise price of $15.00 per each share, is exercisable for a period of 10 years from the date of Business Combination, is non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Company have 1,000,000 $15 Private Warrant outstanding at the close of the IPO.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period, the $15 Private Warrants may expire worthless.

NOTE 8. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions occurred through the date of filing.Company has no material subsequent event to report.

F-16

Exhibit 99.2

Index of the Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID: 199)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 688)	F-3
Consolidated Balance Sheets	F-4
Consolidated Statement of Comprehensive Loss	F-5
Consolidated Statements of Stockholders’ Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to the Consolidated Financial Statements	F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

BOXABL Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of BOXABL Inc. (the “Company”) as of December 31, 2025, the related consolidated statements of comprehensive loss, stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 3, the Company has experienced limited sales and delays in production which have resulted in significant losses, cash used in operating activities and the need to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ CBIZ CPAs P.C.

We have served as the Company’s auditor since 2024 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024).

Fort Lauderdale, FL

March 27, 2026

F-2

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

BOXABL, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of BOXABL, Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of comprehensive loss, stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 3, substantial doubt about the Company’s ability to continue as a going concern is probable. The Company has experienced limited sales and delays in production which have resulted in significant losses, cash used in operating activities and the need to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

Fort Lauderdale, FL

April 14, 2025, except for Notes 13 and 14, as to which the date is March 27, 2026

We have served as the Company’s auditor from 2024 to 2025.

F-3

BOXABL INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2025 and 2024

		As of
(In Thousands)		December 31, 2025				December 31, 2024
		(Audited)				(Audited)
ASSETS
Current assets:
Cash and cash equivalents		$	29,022			$	5,752
Short-term investments			-				15,943
Cash, cash equivalents and short-term investments		$	29,022			$	21,695
Accounts receivable			41				92
Loan receivable – current			20				270
Escrow receivable			135				2,676
Inventories, net			18,848				24,261
Other current assets			798				335
Total current assets			48,864				49,329
Non-current assets:
Restricted cash			3,968				3,878
Property and equipment, net			7,335				8,929
Digital assets			893				-
Intangible assets, net			498				542
Right of use assets, net			6,646				10,026
Deposits on equipment			93				93
Loan receivable - non-current			20				850
Security deposits			854				1,400
Other long term assets			88				-
Total non-current assets			20,395				25,718
Total assets		$	69,259			$	75,047
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			984				1,776
Customer deposits			3,551				3,550
Deferred revenue			1,548				2,286
Lease liability- current			3,520				3,493
Subscription liability			-				651
Accrued expenses and other current liabilities			1,991				688
Total current liabilities			11,594				12,444
Long-term liabilities:
Lease liability - non-current			3,648				7,168
Total liabilities		$	15,242			$	19,612
Commitments and contingencies – See Note 15			-				-
Stockholders’ equity:
Series A Preferred Stock $0.00001 par, 0.25 billion shares authorized, 188,540 and 194,423 thousand shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively			2,566				2,671
Series A-1 Preferred Stock $0.00001 par, 1.10 billion shares authorized, 855,869 thousand and 850,605 thousand shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively			634,479				630,265
Series A-2 Preferred Stock $0.00001 par, 2.05 billion shares authorized, 174,324 thousand and 174,278 thousand shares issued and outstanding as of December 31, 2025 December 31, 2024, respectively			101,003				100,969
Series A-3 Preferred Stock $0.00001 par, 8.75 billion shares authorized 109,209 thousand and 31,973 thousand shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively			76,649				20,443
Unclassified Preferred Stock $0.00001 par, 2.25 billion shares authorized, 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively			-				-
Preferred Stock Value			-				-
Common Stock $0.00001 par, 17.8 billion shares authorized, 3.00 billion shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively			30				30
Additional paid-in capital			15,274				19,322
Accumulated other comprehensive (loss) income			-				170
Accumulated deficit			(775,984	)			(718,435	)
Total stockholders’ equity			54,017				55,435
Total liabilities and stockholders’ equity		$	69,259			$	75,047

See accompanying notes to consolidated financial statements

F-4

BOXABL INC.

CONSOLIDATED Statements of COMPREHENSIVE LOSS

For the years ended december 31, 2025 and 2024

		For The Years Ended
(In Thousands, except per share amounts)		December 31, 2025				December 31, 2024
Revenues		$	1,514			$	3,376
Cost of goods sold			17,314				14,966
Gross loss			15,800				11,590
Operating expenses:
General and administrative			14,675				12,213
Sales and marketing			25,428				9,895
Research and development			3,297				6,592
Impairment loss			-				12,427
Total operating expenses			43,400				41,127
Loss from operations		$	59,200			$	52,717
Other income:
Interest income			(1,397	)			(1,583	)
Other income			(254	)			(184	)
Total other income:			(1,651	)			(1,767	)
Net loss attributed to common stockholders		$	57,549			$	50,950
Weighted average common shares outstanding -basic and diluted			3,000,000				3,000,000
Net loss per common share - basic and diluted		$	(0.02	)		$	(0.02	)
Net Loss		$	57,549			$	50,950
Unrealized loss (gain) on investments		$	170			$	(170	)
Comprehensive Loss		$	57,719			$	50,780

See accompanying notes to consolidated financial statements

F-5

BOXABL INC.

CONSOLIDATED statements of stockholders’ equity

For the Years Ended December 31, 2025 and 2024

(In Thousands)		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				(Loss)				Equity
		Series A-3 Preferred Stock								Series A-2 Preferred Stock								Series A-1 Preferred Stock								Series A Preferred Stock								Common Stock								Paid-in				Accumulated				Accumulated Other Comprehensive Income				Stockholders’
(In Thousands)		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				(Loss)				Equity
Balance as of January 1, 2024			8,343			$	4,020				173,956			$	100,773				850,605			$	630,265				194,423			$	2,671				3,000,000			$	30			$	12,074			$	(667,485	)		$	-			$	82,348
Issuance of preferred stock			23,630				17,245				325				260				-				-				-				-				-				-				-				-				-				17,505
Shares Retired			-				-				(3	)			(3	)			-				-				-				-				-				-				-				-				-				(3	)
Offering costs			-				(822	)			-				(61	)			-				-				-				-				-				-				-				-				-				(883	)
Stock based compensation			-				-				-				-				-				-				-				-				-				-				7,248				-				-				7,248
Net loss			-				-				-				-				-				-				-				-				-				-				-				(50,950	)			-				(50,950	)
Net gain on investments																																																			170				170
Balance as of December 31, 2024			31,973			$	20,443				174,278			$	100,969				850,605			$	630,265				194,423			$	2,671				3,000,000			$	30			$	19,322			$	(718,435	)		$	170			$	55,435
Balance as of January 1, 2025			31,973			$	20,443				174,278			$	100,969				850,605			$	630,265				194,423			$	2,671				3,000,000			$	30			$	19,322			$	(718,435	)			170			$	55,435
Balance			31,973			$	20,443				174,278			$	100,969				850,605			$	630,265				194,423			$	2,671				3,000,000			$	30			$	19,322			$	(718,435	)			170			$	55,435
Issuance of preferred stock			77,240				60,107				46				35				5,264				4,214												-				-																64,356
Shares Retired			(4	)			(3	)																			(5,883	)			(105	)			-				-				(284	)											(392	)
Offering costs							(3,898	)							(1	)																																							(3,899	)
Stock based compensation																																			-				-				(3,764	)											(3,764	)
Net loss																																			-				-								(57,549	)							(57,549	)
Net loss on investments																																			-				-												(170	)			(170	)
Net gain (loss) on investments																																			-				-												(170	)			(170	)
Balance as of December 31, 2025			109,209			$	76,649				174,324			$	101,003				855,869			$	634,479				188,540			$	2,566				3,000,000			$	30			$	15,274			$	(775,984	)			-			$	54,017
Balance			109,209			$	76,649				174,324			$	101,003				855,869			$	634,479				188,540			$	2,566				3,000,000			$	30			$	15,274			$	(775,984	)			-			$	54,017

See accompanying notes to the consolidated financial statements

F-6

BOXABL INC.

CONSOLIDATED statements of cash flows

For the Years Ended December 31, 2025 and 2024

(In Thousands)		December 31, 2025				December 31, 2024
		For The Year Ended
(In Thousands)		December 31, 2025				December 31, 2024
Cash flows From operating activities:
Net loss		$	(57,549	)		$	(50,950	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			585				1,052
Share settlements			3,825
Stock-based compensation expense							7,248
Stock-based compensation (net recapture)			(3,764)
Mark to Market on Digital Assets			206				-
Impairment loss			-				12,427
Inventory valuation adjustments			17,116				-
Provision for credit losses (CECL)			1,406				-
Changes in operating assets and liabilities:
Accounts receivable			(140	)			(65	)
Loan receivable			(137	)			(270	)
Escrow receivable			2,542				(133	)
Inventories			(10,463	)			(5,346	)
Other current assets			(463	)			412
Accounts payable			(792	)			(794	)
Deferred revenue			(738	)			(398	)
Customer deposits			1				(437	)
Accrued expenses and other current liabilities			1,303				(1,176	)
Right of use assets and liabilities			(113	)			30
Net cash used in operating activities			(47,175	)			(38,400	)
Cash flows provided by (used by) investing activities:
Purchase of property and equipment			(178	)			(1,242	)
Deposits on equipment			-				(868	)
Security deposits			458				(259	)
Purchase of intangible assets			(9	)			(280	)
Proceeds from Loan receivable - non-current			-				(850	)
Gross proceeds from sale and maturities of investments			15,773				30,067
Gross purchase of investments/digital assets			(1,099	)			(15,378	)
Net cash provided by investing activities			14,945				11,190
Cash flows provided by financing activities:
Proceeds from sale of preferred stock, net of offering costs and escrows			56,241				14,308
Settlement of subscription liability			(651	)			200
Net cash provided by financing activities			55,590				14,508
Change in cash, cash equivalents, and restricted cash			23,360				(12,702	)
Cash, cash equivalents, and restricted cash beginning of year			9,630				22,332
Cash, cash equivalents, and restricted cash end of the period		$	32,990			$	9,630
Non cash investing and financing activities:
Unrealized Gains in OCI		$	(170	)		$	-
Preferred shares issuance held in escrow		$	-			$	2,311
Purchase of asset from prepayments		$	0			$	2,358
Purchase of assets in accounts payable		$	0			$	221

The following table provides a reconciliation of cash, cash equivalents and restricted cash to the amounts recorded on the Company’s consolidated balance sheets

(In Thousands)		2025				2024
		December 31,
(In Thousands)		2025				2024
Cash and cash equivalents		$	29,022			$	5,752
Restricted cash			3,968				3,878
Cash, cash equivalents, and restricted cash end of the period		$	32,990			$	9,630

See accompanying notes to the consolidated financial statements

F-7

BOXABL INC.

notes to The CONSOLIDATED financial statements

December 31, 2025 and 2024

(all figures in thousands, except per share amounts and unit quantities unless otherwise indicated)

NOTE 1 – INCORPORATION AND NATURE OF OPERATIONS

Description of Business

BOXABL Inc., is a Nevada Corporation originally organized as a Nevada limited liability company, on December 2, 2017. The corporation converted from a Nevada limited liability company to a Nevada corporation on June 16, 2020. The Company’s Subsidiaries include BOXABL NV Dealer, LLC (Nevada), Build IP LLC (Nevada), and BOXABL Developer, LLC (Texas). These consolidated financial statements of BOXABL Inc., (which may be referred to as the “Company”, “BOXABL”, “we”, “us” or “our”) include the results of its Subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s headquarters are in Las Vegas, Nevada.

BOXABL Inc. has developed a new type of building system using advanced manufacturing processes and by applying existing technology from the automotive industry. Its products, referred to as “Casitas” or “Boxes,” result in sustainable high-quality buildings at lower cost, benefiting from mass production practices, resolving the problems of housing shortages by offering a quick solution, and reducing the carbon footprint. The Company has also developed patented folding and shipping technology, enabling the Company to transport its building solution on existing roadways to serve large geographic areas.

Currently, the Company is approved to sell its product as a modular home into the following states:

	●	New Mexico
	●	Nevada
	●	California
	●	South Carolina*

*Plan sets approved, awaiting factory certification

BOXABL also has the ability to sell its product in the following jurisdictions that do not currently have a state-regulated modular program:

	●	Oklahoma
	●	Utah
	●	Wyoming
	●	Kansas
	●	West Virginia
	●	Hawaii
	●	Vermont
	●	Alaska
	●	Oregon
	●	Connecticut
	●	Delaware
	●	New York
	●	Tribal Lands

F-8

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying audited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The Company is an “emerging growth company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as modified by the Jumpstart Our Business Start-ups Act of 2012 (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Exchange Act for complying with new or revised accounting standards applicable to public companies. An emerging growth company may delay the adoption of certain accounting standards until those standards would otherwise apply to non-public companies. The Company has elected to take advantage of this extended transition period and as a result, the Company is not required to adopt new or revised accounting standards on effective dates as they become applicable to public companies. The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Amounts are expressed in US dollars, rounded to the nearest Thousandth (‘000’). The Company’s fiscal year is December 31.

Merger Agreement

On August 4, 2025, the Company entered into an Agreement and Plan of Merger (as amended, 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. The Boards of Directors of the Company, FGMC, and Merger Sub have unanimously approved the Merger Agreement and the transactions contemplated thereby.

At the effective time of the First Merger, each share of the Company’s common stock (other than certain excluded shares and any shares held by stockholders who properly exercise and do not lose their dissenter’s rights under applicable Nevada law) will be converted into the right to receive a number of shares of common stock of the Surviving Pubco, as determined by the exchange ratio set forth in the Merger Agreement. Each share of the Company’s preferred stock will be converted into the right to receive shares of Surviving Pubco’s preferred stock as determined by the preferred exchange ratio set forth in the Merger Agreement. Outstanding Company warrants and other convertible securities will be assumed by the Surviving Pubco and become exercisable for shares of Surviving Pubco common stock, subject to adjustment as provided in the Merger Agreement. The transaction is intended to qualify as a “reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a)of the Internal Revenue Code for U.S. federal income tax purposes. The aggregate merger consideration to be received by Company shareholders would be equal to a combination of preferred and common shares of FGMC that equals a total of $3,500,000,000, each at a deemed value of $10 per share.

The closing of the Mergers is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of the Company and FGMC, effectiveness of a registration statement on Form S-4 to be filed by FGMC with the SEC in connection with the transaction, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, approval for listing of the Surviving Pubco common shares on Nasdaq or NYSE, absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Merger Agreement.

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances. Either the Company or FGMC may terminate the agreement by written notice if the closing has not occurred on or before March 31, 2026 (the “Agreement End Date”), provided that the right to terminate on this basis is not available to any party whose breach of the agreement has proximately caused the failure of the closing to occur by such date. Termination is also permitted by mutual written consent of the parties, or by either party if a governmental authority enacts a law or order that makes consummation of the transactions illegal or otherwise prohibits the transaction, so long as the terminating party or its subsidiaries did not cause such prohibition by their own breach.

F-9

Additional termination rights include the ability for either party to terminate if the required stockholder approvals from either the Company or FGMC are not obtained at their respective stockholder meetings, unless the failure to obtain such approval is due to the action or inaction of the party seeking termination. The agreement may also be terminated by one party if the other party has committed a material breach of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions, subject to a cure period of up to thirty (30) days (or any shorter period remaining before the Agreement End Date) after notice of such breach. Upon termination, the agreement becomes void and has no further effect, except for certain provisions that expressly survive, and subject to liability for any willful and material breach or actual fraud occurring prior to termination. Each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.

Related Agreements

In connection with the execution of the Merger Agreement, FG Merger Investors II LLC, the sponsor of FGMC, entered into a support agreement pursuant to which it agreed to vote its shares of FGMC in favor of the transaction and take certain other actions in support of the Mergers. Certain stockholders of the Company entered into a support agreement pursuant to which they agreed to vote their shares of the Company in favor of the transaction and take certain other actions in support of the Mergers. At closing, the Company and FGMC will enter into lock-up agreements with certain Company stockholders and with the sponsor, restricting the transfer of certain shares for specified periods following the closing. The Company and FGMC previously entered into a confidentiality and non-disclosure agreement in connection with the transaction.

Amendment to the Merger Agreement

On November 3, 2025, BOXABL Inc. (“BOXABL”) entered into an Amendment (the “Amendment”) to that certain Agreement and Plan of Merger, dated as of August 4, 2025 (the “Merger Agreement”), by and among the Company, FG Merger II Corp. (“FGMC”), and FG Merger Sub II Inc. (“Merger Sub” and together with BOXABL and FGMC, the “Parties”). Pursuant to the Amendment, the Parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from December 31, 2025, to March 31, 2026.

Use of Estimates

The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates. These estimates form the basis for judgements the Company makes about the carrying value of its assets and liabilities, which are not readily apparent from other sources. These estimates are based on information available as of the date of the consolidated financial statements, including historical information and various other assumptions that the Company believes are reasonable under the circumstances. Actual results could differ materially from these estimates.

Risks and Uncertainties

The Company’s business and operations are sensitive to general business and economic conditions in the US and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include recession, downturn or governmental policy decisions. These adverse conditions could affect the Company’s financial condition, results of its operations and cash flows. Other factors to consider include revocation precedents for state-wide modular housing approval, such as the revocation of the Company’s state approval that occurred in Arizona, regulatory delays, and risks associated with BOXABL and/or its affiliated entities installing units sold to customers.

F-10

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

	●	Level 1 – Valuations based on quoted prices for identical assets and liabilities in active markets. Level 1 assets consist of investments. Investments in digital assets are valued as Level 1 fair value financial instruments.
	●	Level 2 – Valuations based on observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
	●	Level 3 – Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The Company valued its employee stock options (NQSO’s and ISO’s) and stock grants (RSU’s) at grant date fair value using a Level 3 mark. See Note 12 – Stockholders Equity – Stock Based Compensation.

Restricted Cash and Deposits

On June 1, 2023, the Company was required to make a security deposit related to the expansion of premises of $3,714 thousand pursuant to the terms of the lease agreement with the landlord. The Company re-allocated funds from its cash and cash equivalent balance and restricted these funds to act as the security deposits. The interest earned on this restricted cash account is also restricted for use by the landlord until the security deposit is settled. The interest rate on the security deposit was 1.97 % as of December 31, 2025. On January 31, 2024, the Company also paid an additional security deposit of $259 thousand for additional tenant improvements to its existing leased facility. On June 12, 2025, the Company received $245 thousand, as a partial refund of its security deposit. As of December 31, 2025, and December 31, 2024, the Company held $3,968 thousand and $3,878 thousand, respectively, as restricted cash.

Accounts Receivable

Accounts receivable consists of transactions with customers, associated with the sales of Casitas. The portion of the accounts receivable estimated to be uncollectible is recorded as a credit loss provision, a contra receivable balance in accordance with ASC 326 (ASU 2016-13), Current Expected Credit Losses (“CECL”). As of the year ended December 31, 2025, management determined that it is not probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods and services transferred to customers. As such, the Company has recognized an allowance for credit losses of $191 thousand and $0 associated with the accounts receivable balance as of December 31, 2025 and December 31, 2024, respectively.

Investments in Marketable Debt Securities

During 2024, the Company re-classified its short-term investments in U.S. treasury bills and notes as available-for-sale debt securities during the quarter ended December 31, 2024 and continued its classification as available-for-sale debt securities as of December 31, 2025. Available-for-sale debt securities are financial instruments that are reported at fair value, with unrealized gains/losses recorded in Other Comprehensive Loss.

F-11

Prior to October 1, 2024, all investments in U.S. treasury bills and notes were classified as Held-to-maturity debt securities, which are financial instruments for which the Company has the intent and ability to hold to maturity and are reported at amortized cost. The Company reserves for expected credit losses on held-to-maturity debt securities through the allowance for expected credit losses. The Company utilizes a probability-of-default (“PD”) and loss-given-default (“LGD”) methodology to calculate the allowance for expected credit losses. The allowance for expected credit losses estimate reflects a lifetime loss estimate and is based on historical loss information for assets with similar risk characteristics, adjusted for management’s expectations. Adjustments for management’s expectations may be based on factors such as investee earnings performance, potential refinancing events, changes in the regulatory, economic or technological environment of an investee or doubt about an investee’s ability to continue as a going concern. An increase or a decrease in the allowance for expected credit losses is recorded through other gain (loss) as a credit loss expense or a reversal thereof. The allowance for expected credit losses is presented as a deduction from the amortized cost. A debt security is written off when deemed uncollectible. The Company’s investments in U.S. treasury bills and notes represent debt securities issued by the U.S government and as such, have a low level of inherent risk; generally, any changes in their value are attributable to changes in interest rates and market liquidity.

Short-Term Investments in U.S. Treasury Notes, Available-for-Sale

Short-term investments in U.S. Treasury bills and notes are classified as available-for-sale when the Company does not have both the intent and ability to hold them to maturity. Available-for-sale debt securities are reported at fair value, with unrealized gains and losses recorded in Other Comprehensive Loss.

Inventories, net

Inventories consist of raw materials, in-bound freight and duties, work in progress, and finished goods. Finished goods inventories are stated at the lower of cost or net realizable value, with cost determined using an allocation methodology, which approximates actual cost. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, bulk sales, and the expected recoverable values for each disposition category. On a periodic basis, the Company performs a physical count of its inventory and records an inventory valuation allowance for inventory that has become obsolete or inventory that has a cost basis in excess of the expected net realizable value. Damaged and obsolete inventory are valued based on specific identification and management’s estimate of net realizable value, including consideration of whether the items are usable in current or future production. Any difference between cost and estimated realizable value is recognized as an expense.

Loan Receivables, net

Loan receivables consist of formal credit sales in transactions with customers, where a portion of the sales proceeds consist of an interest-bearing loan originated by the Company. Loan receivables are recognized on the balance sheet and classified as long-term or short-term, respectively, based on the term of the loan. A portion of the loan receivable estimated to be uncollectible is recorded as a credit loss provision, a contra receivable balance in accordance with ASC 326 (ASU 2016-13), Current Expected Credit Losses (“CECL”). To reduce instances of credit losses, the Company performs a review of the borrower’s creditworthiness and credit terms are agreed by both parties and formally documented before any sale is completed. We generally mitigate potential credit losses by requiring an unlimited personal guarantee from the borrower’s sponsor/owner and ensuring that the loan is also secured by the

underlying asset(s).

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance, repairs, and minor improvements are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation and amortization is removed from the respective accounts, and any gain or loss is included within gain/loss on disposal of assets within the consolidated statements of comprehensive loss. Major improvements with economic lives greater than one year are capitalized. Leasehold improvements are depreciated over the lesser of the lease term or the estimated useful life. Depreciation is computed using the straight-line method over the following estimated useful lives:

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

Computers and other peripheral equipment		3 years
Furniture and fixtures		7 years
Machinery and equipment		5-15 years
Tenant improvements		2-5 years
Vehicles		5 years
Casita fixed assets		25 years

F-12

Digital Assets

The Company adopted a Bitcoin treasury reserve strategy in May 2025, allowing for a percentage of its assets to acquire Bitcoin (“BTC”). The Company accounts for its digital assets, which are comprised solely of BTC, as indefinite-lived intangible assets in accordance with Accounting Standards Update No 2023-08 (ASU 2023-08), Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which requires in-scope crypto assets (including the Company’s BTC holdings) to be measured at fair value in the balance sheets, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. The Company determines the fair value of its BTC in accordance with ASC 820, Fair Value Measurement, using the specific identification method, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for BTC (Level 1 input). Changes in fair value are recognized as gains on digital assets in the Company’s consolidated Statements of Comprehensive Loss, within Other Income.

The Company establishes a deferred tax liability if the market value of BTC at the reporting date is greater than the average cost basis of the Company’s bitcoin holdings at such reporting date, and any subsequent increases or decreases in the market value of BTC increases or decreases the deferred tax liability. In determining the gain (loss) to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the specific BTC sold immediately prior to sale.

The Company’s BTC purchased for investment purposes is initially recorded at cost, inclusive of transaction costs and fees. As of December 31, 2025, the Company held 10.2 BTC with a cost basis of $1.1 million and a fair value of $893 thousand. The Company did not hold any BTC as of December 31, 2024.

The following table summarizes the Company’s digital asset purchases, gains (losses) on digital assets, for the fiscal years ended:

SCHEDULE OF DIGITAL ASSETS PURCHASE

(In Thousands, except number of Bitcoins)		December 31, 2025				December 31, 2024
		Years Ended
(In Thousands, except number of Bitcoins)		December 31, 2025				December 31, 2024
Bitcoins Purchased			10				-
Digital asset purchases		$	1,100			$	-
Gain (loss) on digital assets			(207	)			-
Digital asset carrying value		$	893			$	-

The Company did not sell any of its Bitcoins during the year ended December 31, 2025. The Company held no Bitcoin in 2024.

F-13

Intangible Assets

The Company has intangible assets that are amortized over the respective estimated lives on a straight-line basis unless the lives are determined to be indefinite and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s intangible assets include intellectual property associated with Patents and Trademarks that are amortized over their estimated useful life of 14 years, or the stated expiration date, whichever is more determinable. The Company also has implementation costs for cloud computing and hosting arrangements for software-as-a-service arrangements that are recorded as an intangible asset on the balance sheet, and subsequently amortized over their economic or legal life, whichever is shorter. The Company applies the following useful lives to its intangible assets:

SCHEDULE OF USEFUL LIVES OF INTANGIBLE ASSETS

Intellectual property		14 years
Software		1-3 years
Domain		5 years

The Company has also incurred costs to develop software that are being developed for sale and/or external-use. These software development costs are recognized in research and development expenses on the Company’s Statement of Comprehensive Loss, as these costs do not qualify for capitalization until management has authorized and committed to funding the software project and the software has reached the probable-to-complete recognition threshold.

Revenue Recognition 

Revenue is measured based on the amount of consideration that we expect to receive, reduced by allowance for estimated returns, chargebacks, promotional discounts, markdowns, and rebates based on management’s estimates and the Company’s historical experience. Revenue also excludes any amounts collected on behalf of third parties, including sales and indirect taxes. In arrangements where we have multiple performance obligations, the transaction price is allocated to each performance obligation using the relative stand-alone selling price. We generally determine stand-alone selling prices based on the prices charged to customers.

The Company determines revenue recognition through the following steps in accordance with ASC Topic 606, Revenue from Contracts with Customers:

	●	Identification of a contract with a customer.
	●	Identification of the performance obligations in the contract.
	●	Determination of the transaction price.
	●	The customer has the ability and intent to pay the contractual amount.
	●	Allocation of the transaction price to the performance obligations in the contract.
	●	Recognition of revenue when or as the performance obligations are satisfied.

Revenues are recognized when performance obligations are satisfied through the sale and transfer of Casitas, services or parts to the Company’s customers. Generally, control transfers upon shipment of the Casita to the customer and the transfer of legal title and risk and rewards of ownership to the customer. Occasionally, performance obligations for the Company may also include the delivery, installation and other services. The Company records a liability for customer deposits received prior to delivery of the Casita or fulfilment of the service. The liability is relieved, with revenue being recognized, once the performance obligations to the customer are satisfied. Generally, this occurs after the customer has paid the contracted amount and the product has been shipped.

For the Company’s turnkey development projects, revenue will be recognized at the end of the project, upon receipt of the Certificate of Occupancy.

F-14

Cost of Goods Sold

Cost of goods sold consists primarily of the cost of products used in the production of the Company’s finished products, inbound and outbound shipping costs, the related labor and indirect overhead costs associated with that production.

On a periodic basis, the Company performs a physical count of its inventory and records an inventory valuation allowance for inventory that has become obsolete or inventory that has a cost exceeding expected net realizable value. Damaged and obsolete inventory are valued based on specific identification and management’s estimate of net realizable value, including consideration of whether the items are usable in current or future production. The difference between cost and estimated realizable value is charged to expense.

Advertising Costs

The Company incurs third party advertising costs as well as payroll-related costs for its marketing personnel engaged in promotional activities. Advertising and promotion costs to market our products and services are expensed as incurred. Certain marketing costs related to the issuance of the Company’s securities are accounted for as a reduction to the proceeds from the equity offering and not included in sales and marketing expenses.

Research and Development

Research and development costs consisting of design, materials, and consultants related to prototype and process improvements and developments are expensed as incurred.

Concentration of Credit Risk

Cash and Cash Equivalents:

Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. Due to the short maturity of these cash equivalents, the carrying amounts of these instruments approximate their fair values. Cash and cash equivalents are maintained at high quality financial institutions. As of December 31, 2025 and December 31, 2024, the Company’s deposits exceeded the Federal Deposit Insurance Corporation (FDIC) limit. The Company has not experienced any losses with respect to its cash balances. Based upon assessment of the financial condition of these institutions, management considers that the risk of loss of any uninsured balances does not have a significant impact on the Company’s operations.

Customers:

During the year ended December 31, 2025, revenue from one customer was approximately 25%, compared to 73% from three customers during the year ended December 31, 2024. As of December 31, 2025 and December 31, 2024, loan receivables from two customers represented 89% and 100% of the Company’s loan receivable.

Stock-Based Compensation

The Company applies ASC 718, Stock-Based Compensation for all stock-based awards, including stock options and restricted stock, that are measured at fair value on the date of grant and recognized over the associated vesting periods. The fair value of stock options is estimated on the date of grant using a Black-Scholes model. The fair value of restricted stock awards is estimated on the date of the grant based on the fair value of the Company’s underlying common stock. The Company recognizes compensation expense for stock options on a straight-line basis over the associated service or vesting periods. Effective October 18, 2024, restricted stock awards became subject to a performance condition, which defers vesting of restricted stock awards until a monetization event. Accordingly, the Company shall not recognize stock-based compensation from restricted stock awards until a monetization event becomes probable.

See Note 12 – Stockholders’ Equity – Preferred and Common Stock for a description of the amendments to the Company’s articles of incorporation and Note 12 – Stockholders’ Equity – Stock-based Compensation for a description of our amended and restated Plan, each of which became effective October 18, 2024

F-15

Determining the grant date fair value of options using the Black-Scholes option-pricing model requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.

Income Taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Tax positions initially must be recognized in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions initially and subsequently are to be measured at the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority, assuming full knowledge of the position and relevant facts.

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”) of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system, including the allowance of 100% expensing of qualified asset expenditures, immediate expensing of qualifying domestic research and development expenses and permanent extensions of certain other provisions within the Tax Cuts and Jobs Act. Certain provisions are effective for 2025, beginning January 19, 2025. We are evaluating the impact of these tax law changes on our financial statements.

Contingencies

The Company is involved in lawsuits, claims, and proceedings, which arise in the ordinary course of business. In accordance with the FASB ASC Topic 450 Contingencies, the Company shall make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company believes it has adequate provisions for any such matters. The Company reviews these provisions in conjunction with any related provisions on assets related to the claims at least quarterly and adjusts these provisions to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other pertinent information related to the case. Should developments in any of these matters outlined below cause a change in the Company’s determination as to an unfavorable outcome and result in the need to recognize a material provision, or, should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on the Company’s results of operations, cash flows, and financial position in the period or periods in which such a change in determination, settlement or judgment occurs.

Basic and Diluted Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. Diluted net loss per share reflects the actual weighted average of common shares issued and outstanding during the period plus potential common shares. Stock options and convertible instruments are considered potential common shares and are included in the calculation of diluted net loss per share when their effect is dilutive. As all potentially dilutive securities are anti-dilutive for the periods presented as a result of the net loss, diluted net loss per share is the same as basic net loss per share for each period.

The following table summarizes potentially dilutive securities, and the resulting common share equivalents outstanding as of December 31, 2025 and December 31, 2024, respectively:

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES OUTSTANDING

(In Thousands)		2025				2024
		Balance as of
		December 31,				December 31,
(In Thousands)		2025				2024
Stock options			43,817				50,196
Restricted stock units			127,936				173,572
Warrants			18,573				18,573
Preferred stock			1,327,942				1,251,279
Potentially dilutive shares			1,518,268				1,493,620
Potentially dilutive securities, shares			1,518,268				1,493,620

F-16

Leases

The Company leases some items of property, plant and equipment, including manufacturing and office space. On the lease commencement date, a lease is classified as a finance lease or an operating lease based on the classification criteria of the lease guidance under ASC 842. In accordance with ASC 842, the Company has recorded right-of-use (“ROU”) assets for all of its leased assets classified as operating leases. The Company has no finance leases. The ROU assets were computed as the present value of future minimum lease payments, including additional payments resulting from a change in an index such as a consumer price index or an interest rate, plus any prepaid lease payments minus any lease incentives received.

Warranty Provision

The Company generally offers its customers a manufacturers’ warranty on Casita products sold for a period of one year. Management records an expense to cost of goods sold for the costs of warranty repairs at the time of sale. Management’s estimate for warranties is based on sales levels and historical costs of providing warranties. As of December 31, 2025 and December 31, 2024, respectively, the Company’s reserve for warranty totaled $11 thousand and $594 thousand, respectively, and is reflected in “accrued expenses and other current liabilities” in the consolidated balance sheets.

Recent Accounting Pronouncements

As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

Adopted Pronouncements

In November 2023 the FASB issued improvements to reportable segment disclosures ASU 2023-07, Segment Reporting. The standard requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”). It also requires disclosure of other segment items by reportable segment and a description of its composition, whereas the other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss. It also requires interim period disclosures about a reportable segment’s P&L and Assets and requires disclosure of the title and position of the Chief Operating Decision Maker (CODM) as well as how the CODM uses the segment P&L in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU was applied on a retroactive basis, to all prior periods presented in the consolidated financial statements, but did not have a material impact on the Company’s segment disclosures. The adoption of 2023-07 did not change the way that the Company identifies its reportable segment. However, it has resulted in incremental disclosures within the notes of the Company’s consolidated financial statements (See Note 15).

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 for public entities and may be adopted on a prospective or retrospective basis. The Company has adopted ASU 2023-09 on a retrospective basis commencing with the fiscal year ending December 31, 2025, and has applied the amendments retrospectively to all prior periods presented in the financial statements. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

F-17

In December 2023, the FASB issued ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 applies to crypto assets that (i) meet the definition of an intangible asset under U.S. GAAP, (ii) do not provide the holder with enforceable rights to or claims on underlying goods, services, or other assets, (iii) reside or are created on a distributed ledger, (iv) are secured through cryptography, (v) are fungible, and (vi) are not created or issued by the reporting entity or its related parties. The new guidance requires in-scope crypto assets to be subsequently measured at fair value under ASC 820, with changes in fair value recognized in net income each reporting period, rather than at cost less impairment as under previous guidance. It also introduces expanded disclosure requirements, including (among other items) information about significant crypto asset holdings, changes in those holdings during the period, and the line items in which related gains and losses are presented. ASU 2023-08 is effective for the Company for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted for financial statements that have not yet been issued or made available for issuance. The Company adopted ASU 2023-08 on January 1, 2025, using the modified retrospective transition method. Upon adoption, the Company’s crypto assets, namely BTC, that met the scope criteria of ASC 350-60 are presented within Digital assets on the Consolidated Balance Sheets, with subsequent fair value changes are recognized in Other income in the Consolidated Statements of Comprehensive Loss. The adoption of ASU 2023-08 did not result in any cumulative-effect increase (decrease) to retained earnings as of January 1, 2025, but is expected to increase the volatility of reported net income in future periods due to measuring eligible crypto assets (such as BTC) at fair value. In addition, the Company has included disclosures including the additional qualitative and quantitative information required by ASC 350-60 for significant crypto asset holdings, including disaggregation by significant crypto asset, changes in carrying amounts during the period, and the location of related gains and losses in the Company’s financial statements.

In May 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-04, Compensation – Stock Compensation and Revenue from Contracts with Customers – Clarifications to Share-Based Consideration Payable to a Customer, which requires the Company to account for share-based consideration payable to a Customer as a reduction of the transaction price and a reduction of revenue, unless the payment to the customer is in exchange for a distinct good or service. The amendments are intended to reduce diversity in practice by (i) revising the definition of a performance condition for share-based consideration payable to a customer (for example, to explicitly include conditions based on the volume or monetary value of the customer’s purchases, including certain third-party purchases), and (ii) eliminating a forfeiture policy election for service conditions associated with such awards. Under the updated guidance, share-based consideration payable to a customer continues to be measured and classified under Topic 718 at grant-date fair value, with the resulting amount generally recognized as a reduction of the transaction price (and therefore revenue) under Topic 606, unless the award is in exchange for a distinct good or service from the customer, in which case the consideration is recognized as an expense. When vesting depends on a performance condition (as clarified by ASU 2025-04), the entity recognizes the reduction of revenue only when it is probable that the performance condition will be met; for service conditions, the guidance eliminates the prior policy election on forfeitures for these awards and requires application of the Topic 718 model. ASU 2025-04 is effective for annual and interim reporting periods beginning after December 15, 2026, and may be applied on a modified retrospective (with a cumulative-effect adjustment to opening retained earnings in the year of adoption) or on a retrospective basis to all prior periods presented. The Company adopted ASU 2025-04 on a modified retrospective basis, effective January 1, 2026. The adoption did not have a material impact to the Company’s consolidated financial statements.

In July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivables and Contract Assets, which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivables and contract assets. Under ASU 2025-05, the Company may elect a practical expedient under which, in developing reasonable and supportable forecasts, the Company may assume that current economic conditions at the balance sheet date will not change over the remaining life of current accounts receivable and current contract assets. ASU 2025-05 is effective for annual and interim periods beginning after December 15, 2025, with early adoption permitted. The Company adopted ASU 2025-05 on a prospective basis effective January 1, 2025 and elected to apply the practical expedient for its current trade receivables and contract assets arising from revenue transactions under ASC Topic 606. The adoption of ASU 2025-05 did not have a material impact on the Company’s consolidated financial statements.

F-18

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 updates accounting for internal-use software to reflect current development practices (including the Agile iterative development method) by replacing the previous “project stage” linear model with a more principles-based framework for determining when internal-use software costs shall be capitalized or expensed. Under ASU-2025-06, the Company shall assess capitalization based on whether: (a) the software project has met specified capitalization criteria, including that it is probable the project will be completed and used to perform its intended function and that there is no significant development uncertainty; and (b) the related costs are directly attributable to developing or obtaining internal-use software. Internal and external costs incurred before that criteria are met shall be expensed as incurred. In addition, training and data-conversion costs shall be expensed as incurred. ASU 2025-06 also eliminates separate guidance for website development and incorporates those activities into Subtopic 350-40, aligning website development with the internal-use software model. The amendments further clarify that all capitalized internal-use software costs and related amortization are subject to the disclosure requirements of Topic 360, Property, Plant, and Equipment, regardless of how those costs are presented in the financial statements. Accordingly, the intangible asset disclosures in Subtopic 350-30 are not required for internal-use software. ASU 2025-06 is effective for the Company for annual and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments shall be applied on a prospective basis to costs incurred on or after the date of adoption, with an option to apply to projects in process. The Company adopted ASU 2025-06 on a prospective basis effective January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Pronouncements

In January 2025 the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2025-01 does not change the underlying disclosure requirements introduced by ASU 2024-03; rather, it clarifies and confirms the effective date and applicability of those requirements for public business entities. Specifically, Subtopic 220-40 requires the Company to disclose in the notes to the financial statements a tabular disaggregation of certain income statement expense captions within income from continuing operations into specified natural expense categories (including, at a minimum, purchases of inventory, employee compensation, depreciation, and intangible asset amortization), as well as a separate total for selling expenses and related qualitative information. ASU 2025-01 clarifies that the disaggregation requirements in Subtopic 220-40 are effective for the Company for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Accordingly, for periods beginning on or after that date, the Company provides in the notes to its consolidated financial statements tabular disclosures that disaggregate relevant expense captions (such as cost of revenues, research and development, sales and marketing, and general and administrative expenses) into the required natural expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, and presents a separate total of selling expenses together with a description of how the Company defines selling expenses. The Company is currently evaluating the potential impact of this update on its consolidated financial statements. The adoption of ASU 2025-01 (together with ASU 2024-03) is not expected to have a material impact on the Company’s results of operations, financial position, or cash flows, as the amendments affect disclosures only, such as expanded expense-disaggregation disclosures designed to provide users of the financial statements with more transparency into the nature of the Company’s expenses and cost structure.

In May 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-03, Business Combinations and Consolidation – Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which requires the Company involved in an acquisition transaction effected primarily by exchanging equity interests to consider certain factors to determine which entity is the accounting acquirer. The amendments enhance the comparability of financial statements of Companies engaging in acquisition transactions, but do not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. ASU 2025-03 is effective for annual and interim reporting periods beginning after December 31, 2026, and applied prospectively. The Company is currently evaluating the potential impact of this update on its consolidated financial statements and does not expect the impact to be material.

Management does not believe that any other recently issued, but not effective, accounting standards have a material impact on the consolidated financial statements.

F-19

NOTE 3 – GOING CONCERN

These consolidated financial statements have been prepared under the assumption that the Company will be able to continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern is probable. Primarily due to limited sales associated with delays in obtaining US statewide modular approvals, the Company reported a net loss of $57,549 thousand, and operating cash outflow of $47,175 thousand for the year ended December 31, 2025. At December 31, 2025, the Company had an accumulated deficit of $775,984 thousand. Absent any other action, the Company will require additional liquidity to continue its operations over the next 12 months.

The continuing viability of the Company and its ability to continue as a going concern is dependent on the Company being successful in its continued efforts in growing its revenue and/or accessing additional sources of capital. Management’s plan to address this need includes (a) continued exercise of tight controls to conserve cash, (b) accelerating sales of Casitas to generate revenue, and (c) raising funds through equity financing. The Company anticipates current capital on hand and expected future funding will be sufficient to fund the Company’s operations in excess of twelve months. The Company sold shares of its preferred stock through Regulation A and Regulation D offerings in the United States, that were finalized for settlement during the third quarter of 2025. However, there can be no assurances that management’s plans will be achieved.

NOTE 4 – INVESTMENTS

As of December 31, 2025 and December 31, 2024, investments in securities consists of U.S. Treasury Notes carried at fair value and amortized cost, respectively, consisted of the following:

SCHEDULE OF INVESTMENT IN SECURITIES

(In Thousands)		2025				2024
		Balance as of
		December 31,				December 31,
(In Thousands)		2025				2024
Investments in short-term U.S. Treasury Notes		$	-			$	15,943
Total investments in U.S. Treasury Notes		$	-			$	15,943

The cost basis of investments held is determined by the Company using the specific identification method.

Interest Income on the consolidated Statements of Comprehensive Loss includes the accrued interest and realized interest earned on Treasuries. Unrealized gains and losses on treasuries, classified as available-for-sale, are reported within “unrealized net gains/losses” on the consolidated Statements of Comprehensive Loss.

There was no amortized cost, gross unrealized gains and losses, fair value, or allowance for credit losses of those investments classified as available-for-sale at December 31, 2025.

The amortized cost, gross unrealized gains and losses, fair value, and the allowance for credit losses of those investments classified as available-for-sale at December 31, 2024 are summarized as follows:

(In Thousands)		Amortized cost				Allowance for credit losses				Net Carrying Amount				Gross unrealized (loss)				Gross unrealized gain				Fair value
U.S. Government securities		$	15,773			$	-			$	15,773			$	-			$	170			$	15,943
Total as of December 31, 2024		$	15,773			$	-			$	15,773			$	-			$	170			$	15,943

F-20

All available-for-sale debt securities have a weighted average maturity of one year or less.

During 2024 the Company re-classified its short-term investments in U.S. treasury bills and notes as available-for-sale. Available-for-sale debt securities are financial instruments that are reported at fair value, with unrealized gains/losses recorded in Other Comprehensive Loss. Unrealized losses on available-for-sale securities was $170 thousand for the year ended December 31, 2025, compared to a gain of $170 thousand for the year ended December 31, 2024. No allowance for credit losses was recorded for these securities for the years ended December 31, 2025 and 2024 as all unrealized losses were considered immaterial.

NOTE 5 – INVENTORIES, NET

Inventories are classified into raw materials, inventory in transit, work-in-process (WIP), consignment, and finished goods. Raw materials, consignment and WIP inventories are costed utilizing the weighted average method. Finished goods are costed at the lower of cost or net realizable value.

In January of 2025, the Company obtained modular approval for its Casita in all climate zones in California , and at that time determined that the existing finished goods inventory units had not been manufactured to meet California’s all-climate specifications. The Company then considered finding other states where the units could be sold without significant modification; however by the second quarter of 2025 it became apparent that the most conservative approach would be calculate the actual costs to bring the existing finished goods inventory up to the all-climate specifications. As a result, in the second quarter of 2025, approximately $7.1 million of finished goods inventory was reclassified from finished goods to work-in progress on the consolidated Balance Sheets. The Company determined that this change represented a change in accounting estimate rather than a change in accounting principle under ASC 250-10-45-12, and therefore did not require retrospective application.

As of December 31, 2025 and December 31, 2024, inventory consists of the following:

SCHEDULE OF INVENTORY

(In Thousands)		2025				2024
		Balance as of
		December 31,				December 31,
(In Thousands)		2025				2024
Raw material		$	2,497			$	3,606
Inventory in-transit			-				110
Work-in progress			6,683				119
Consignment			29				-
Finished goods			9,639				20,426
Total inventory		$	18,848			$	24,261

Inventories are written down for obsolescence, or when the net realizable value, considering future events and conditions, is less than the carrying value. During 2025, following an inventory slow movement analysis, the Company identified 68 units that had been held in inventory for an extended time period and for which the Company determined that it was not cost effective to rework. Accordingly, for the years ended December 31, 2025 and 2024, the Company recorded $8,589 thousand and $336 thousand, respectively, related to obsolete inventory in cost of goods sold on the consolidated statements of comprehensive loss. In addition, during the years ended December 31, 2025 and 2024, the Company recognized $8,527 thousand and $8,763 thousand, respectively, in inventory valuation adjustments within cost of goods sold related to adjusting the carrying value of finished goods inventory to its net realizable value.

NOTE 6 – LOAN RECEIVABLES, NET

The Company has originated 5 loan receivables comprised of formal credit sales in transactions with its customers. Based on the loan terms, $858 thousand and $850 thousand of the Company’s gross loan receivables have been classified as Loan receivable, non-current and $399 thousand and $270 thousand of the Company’s gross loan receivables have been classified as Loan receivable, current, as of December 31, 2025 and December 31, 2024, respectively.

F-21

For the year ended December 31, 2025, the Company has estimated a portion of its receivables to have doubts about collectability, which is recorded as a credit loss provision of $1,408 thousand balance which has been recognized as a contra receivable balance in accordance with ASC 326 (ASU 2016-13), Current Expected Credit Losses (“CECL”) as of December 31, 2025. The chart below details the allocation of the credit loss provision to accounts receivable and notes receivable.

The Company has initiated loans to specific customers to assist them in their financing. The loans were negotiated on an arm’s length basis, accrue interest income, and were originated at market rates. Accordingly, there are no ASC 606 impacts related to a financing component embedded in the loan.

In 2024, the Company had concluded that no CECL reserve was required as of December 31, 2024. During 2025, the Company undertook additional collections efforts related to its delinquent loans. Considering that the efforts did not result in significant collection of overdue balances, the Company concluded that provisions for credit losses were required due to doubts about collectability. The Company continues to pursue its collection activities, which may result in future write-offs or recoveries.

SCHEDULE OF ALLOWANCE OF CREDIT LOSSES

		For Year Ended December 31, 2025
Allowance for Credit Losses		Current Loan Receivable				Non- Current Loan Receivable				Accounts Receivable
Balance as of December 31, 2024		$	-				-				-
Provision for credit losses			379				838				191
Write-offs			-
Recoveries			-
Balance as of December 31, 2025		$	379				838				191

F-22

NOTE 7 – PROPERTY AND EQUIPMENT, NET

The Company’s property and equipment consist of the following amounts as of December 31, 2025 and December 31, 2024:

SCHEDULE OF PROPERTY AND EQUIPMENT

		December 31,				December 31,
		Balance as of
		December 31,				December 31,
(In Thousands)		2025				2024
Computers and other peripheral equipment		$	409			$	404
Furniture and fixtures			182				182
Machinery and equipment			7,998				7,880
Tenant improvements			2,847				2,804
Vehicles			588				748
Land			58				0
Casita fixed assets			834				834
Property and equipment, gross			12,916				12,852
Less: Accumulated depreciation			(5,581	)			(3,923	)
Property, plant and equipment - net		$	7,335			$	8,929

Depreciation

During the years ended December 31, 2025 and 2024, the Company recognized $532 thousand and $849 thousand, respectively, in depreciation expense.

Deposits on Equipment

As of December 31, 2025 and December 31, 2024, the Company recorded $93 thousand and $93 thousand, respectively, for deposits on equipment which is reported within “Deposits on equipment” on the consolidated balance sheets.

NOTE 8 – INTANGIBLE ASSETS, NET

The Company held the following intangible assets as of December 31, 2025 and December 31, 2024:

SCHEDULE OF INTANGIBLE ASSETS

Asset (In thousands)		2025				2024
		Balance as of
		December 31,				December 31,
Asset (In thousands)		2025				2024
Intellectual property		$	426			$	418
Software			261				261
Domain			50				50
Finite-lived intangible assets, gross			737				729
Less: Accumulated amortization			(240	)			(187	)
Total		$	497			$	542

During the years ended December 31, 2025 and 2024, the Company recognized $53 thousand and $108 thousand in amortization expense, respectively.

F-23

NOTE 9 – CURRENT LIABILITIES

As of December 31, 2025 and December 31, 2024, respectively, current liabilities were comprised primarily of accounts payable, customer deposits and deferred revenue, the current portion of lease liabilities (See Note 10 – Leases), and subscription liabilities (See Note 12 – Stockholders’ Equity).

Accounts Payable

Accounts payable as of December 31, 2025 and December 31, 2024 consisted of the following:

SCHEDULE OF ACCOUNTS PAYABLE

(In thousands)		December 31, 2025				December 31, 2024
		Balance as of
(In thousands)		December 31, 2025				December 31, 2024
Outstanding vendor bills		$	811			$	1,514
Sales tax payable			88			$	38
Credit card balances			85				224
Total		$	984			$	1,776

Customer Deposits

Customer Deposits are comprised of pre-order deposits from customers. As of December 31, 2025 and December 31, 2024, Customer Deposits were reported at $3.6 million and $3.6 million, respectively.

Deferred Revenue

Deferred revenue is comprised of prepayments on unfulfilled purchase orders, prepayments in advance of attendance at on-site installer training, and prepayments for Site Surveys. During 2024, the Company began accepting $500 payments from customers beginning the B2C order process, which are used to conduct site surveys for the location or site of the sale. Deferred revenue consisted of the following as of December 31, 2025 and December 31, 2024:

SCHEDULE OF DEFERRED REVENUE

(In thousands)		December 31, 2025				December 31, 2024
		As of
(In Thousands)		December 31, 2025				December 31, 2024
Deferred revenue, beginning of period			2,286				2,622
Add: Payments received in advance			2,024				1,339
Less: Revenue recognized			(945	)			(1,504	)
Less: Adjustments			(1,817	)			(171	)
Deferred revenue, end of period			1,548				2,286

F-24

NOTE 10 –LEASES

On December 29, 2020, the Company signed a 65-month lease for its 173,000 sq. ft. factory facility, commencing on May 1, 2021. As of December 31, 2020, a $525 thousand security deposit, first month’s rent, $87 thousand, and first-month’s Tenant’s Percentage of Operating Expense Fees (“CAM”) $19 thousand, had been paid to the landlord. The monthly CAM varies from month to month. After December 31, 2022, the Company amended the lease agreement to obtain additional space in a neighboring warehouse for four years, with the first month’s base rent of $116 thousand, increasing by 4% annually. During the year ended December 31, 2024, the Company performed improvements to the leased facility. In connection with these improvements, the Company made an additional security deposit of $259 thousand to the landlord during the year ended December 31, 2024.

On June 10, 2022, the Company signed a 73-month lease for a 132,960 sq. ft warehouse, commencing the earlier of (a) 30 days after substantial completion of tenant work by the landlord or (b) tenant commencing operation in the building. The lease commencement date was determined to be February 1, 2023. The initial base rent is $104 thousand and will increase 4% every year.

In accordance with the company’s lease contracts, in 2023 the company received a partial refund of it’s security deposit for $100 thousand. Additionally, in 2025 the Company received additional partial refunds of it’s security deposits for $444.6 thousand. As of December 31, 2025 the Company has a total of $853.9 thousand on record for leased space security deposits.

Effective as of January 1, 2023, the Company leased to Supercar System four support squares located in the Company’s main property located at 5435 E. N. Belt Road, Las Vegas, Nevada for $7 thousand per month. The agreement terminates December 31, 2026, and the Company retains the right to unilaterally terminate the agreement upon thirty days’ written notice. Supercar System is controlled by the Company’s Co-CEO, Paolo Tiramani.

The Company recognizes lease expense for its operating leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term. The Company has determined that it was reasonably certain that the renewal options would be exercised based on previous history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements, among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available to the Company. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the Company rent or sublease certain office space to/from other subsidiaries of the Company.

Maturities of lease liabilities for operating leases as of December 31, 2025, were as follows:

SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES

Remaining lease payments		Fiscal year
2026		$	3,839
2027			2,102
2028			1,509
Thereafter			258
Total lease payments		$	7,708
Less: Imputed interest			(540	)
Total lease liability		$	7,168

As of December 31, 2025 and December 31, 2024, the weighted average remaining lease term was 2.4 years and 3.1 years, respectively. As of December 31, 2025 and December 31, 2024, the weighted average incremental borrowing rate was 5.7% and 5.5%, respectively.

F-25

No ROU asset is recorded for leases with a lease term, including any reasonably assured renewal terms, of 12 months or less. Upon adoption of ASC 842, the Company also recorded lease liabilities computed as the present value of future minimum lease payments, including reductions from any landlord incentives, plus any additional direct costs from executing the leases. Lease liabilities are amortized using the effective interest method using a discount rate of 5.7%. Depreciation on the ROU asset is calculated as the difference between the expected straight-line rent expense over the lease term less the accretion on the lease liability. The Company recognizes a right-of-use asset and a lease liability for these operating leases in its consolidated balance sheets. The Company’s lease agreements also include obligations for the Company to pay for other services, including operations and maintenance. The Company accounts for these services separately.

NOTE 11 – RELATED PARTY TRANSACTIONS

The Company had the following transactions with related parties:

SCHEDULE OF RELATED PARTY TRANSACTIONS IN FINANCIAL STATEMENTS

(In Thousands)		2025				2024
		Years Ended December 31,
(In Thousands)		2025				2024
Consolidated Statement of Comprehensive Loss
Rental income (1)		$	89			$	89

		Balance as of
(In Thousands)		December 31, 2025				December 31, 2024
Consolidated Balance Sheets
Preferred Stock (2)		$	1,719			$	1,719
Accounts Receivable (1)		$	-			$	6

(1)

The Company has a contract with the majority shareholder and Co-CEO to share certain costs related to office space, support staff, and consultancy services. Refer to Note 10 for details of lease to Supercar System. In addition, under the services agreement between the Company and Supercar System, effective January 1, 2023, the Company receives reimbursements for the Company’s employees who provide services to Supercar System’s business. Supercar System is controlled by the Company’s Co-CEO, Paolo Tiramani. As of December 31, 2025 and December 31, 2024, Supercar System had a balance due to BOXABL of $0 and $5.7 thousand, respectively, related to payroll costs funded by the Company, that were included in Accounts Receivable.

(2)

As of December 31, 2025 and December 31, 2024, the Company had 26,726 thousand shares outstanding of Series A Preferred Stock, representing an initial cost of $427 thousand held by certain related parties including the spouse and in-laws to the Co-Chief Executive Officer and Chief Marketing and Strategy Officer. As of December 31, 2025 and December 31, 2024, the Company had 5,884 thousand shares outstanding of Series A-1 Preferred Stock, representing an initial cost of $372 thousand held by certain related parties including the in-laws to the Co-Chief Executive Officer and Chief Marketing and Strategy Officer and a former Director of the Company. As of December 31, 2025 and December 31, 2024, the Company had 12,834 thousand Nonqualified Stock Options representing an initial grant date fair value of $920 thousand held by certain related parties including the spouse to the Co-Chief Executive Officer and Chief Marketing and Strategy Officer of the Company. See Note 12 – Stockholders’ Equity.

In addition, effective as of December 1, 2025, the Company entered into a Trademark License Agreement with its Co-CEO and Director, Galiano Tiramani, for the use of certain trademarks of the Company for a BOXABL meme coin created by Galiano Tiramani. The meme coin does not grant any financial rights to the Company, or create any obligations for the Company. In exchange for the licensed trademarks, the Company will receive a royalty payment, paid on a quarterly basis, equal to the gross cash flows from the sale of the meme coin, less any documented expenses incurred. No payments were made to the Company under this agreement in 2025.

F-26

NOTE 12 – STOCKHOLDERS’ EQUITY

Preferred and Common Stock

Effective October 21, 2024, the Company filed an amendment to the articles of incorporation which increased the authorized Common Stock from 6.6 billion shares to 17.8 billion shares of Common Stock, $0.00001 par value per share, and increased the authorized Preferred Stock from 13.4 billion shares to 14.4 billion shares of Preferred Stock, $0.00001 par value per share. The number of authorized Preferred Stock designated as Non-Voting Series A, A-1, A-2, and A-3 did not change, but the undesignated Preferred Stock of 1.25 billion shares was increased to an authorized 2.25 billion shares of undesignated Preferred Stock, $0.00001 par value per share.

Preferred Stock Liquidation Preference

The following table summarizes the liquidation preferences as of December 31, 2025, in order of liquidation:

SCHEDULE OF LIQUIDATION PREFERENCES

(In Thousands)		Shares Authorized				Shares Issued and Outstanding				Liquidation Preference Balance
Series A-3 Preferred Stock			8,750,000				109,209				87,458
Series A-2 Preferred Stock			2,050,000				174,324				139,458
Series A-1 Preferred Stock			1,100,000				855,869				67,484
Series A Preferred Stock			250,000				188,540				3,205
Non-classified Preferred Stock			2,250,000				-				-
Total Series A Preferred Stock			14,400,000				1,327,942			$	297,605

F-27

Sales of Preferred Stock

On June 25, 2024, the Company commenced an offering of up to 88,095 thousand shares of its Non-Voting Series A-3 Preferred Stock under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”), at a per share price of $0.80, plus 4,404 thousand Bonus Shares (as defined in the Offering Circular on file in the Company’s Form 1-A Offering Statement (Commission File No. 024-12402) (the “Form 1-A Offering Statement”)) for a maximum potential raise of $74 million (the “Regulation A Offering”).In June 2025, the Company terminated its offering being conducted pursuant to Regulation A of the Securities Act of 1933, as amended, as well as terminated the concurrent offering being conducted pursuant to Rule 506(c) of Regulation D. No new investor subscriptions are currently being accepted in these legacy offerings.

During the years ended December 31, 2025 and 2024, the Company issued 77,239 thousand and 23,630 thousand shares, respectively, of Series A-3 Preferred Stock for gross proceeds of $60,107 thousand and $17,245 thousand, respectively.

During the years ended December 31, 2025 and 2024, the Company issued 47 thousand, and 325 thousand shares, respectively, of Series A-2 preferred stock for gross proceeds of $35 thousand and $260 thousand, respectively.

Specifically, during the year ended December 31, 2025, the Company issued:

	-	67,426,376 shares of Series A-3 Preferred Stock for gross proceeds of $52,589 thousand through Regulation A.
	-	9,812,661 shares of Series A-3 Preferred Stock for gross proceeds of $7,518 thousand through Regulation D.
	-	46,925 shares of Series A-2 Preferred Stock for gross proceeds of $35 thousand through Canadian Offering.

In addition, during 2025, the Company issued 5,264,068 shares of Series A-1 Preferred Stock pursuant to Rule 4(a)(2) under the Securities Act as part of various legal settlements, which were valued at $4,214 thousand. Note that there were no cash proceeds received by the Company for these shares.

Warrants

In connection with the issuance of certain A-3 shares, as of December 31, 2025 and December 31, 2024, respectively, the Company had issued 18,573 thousand and 18,573 thousand warrants, respectively, that are exercisable at a price of $0.80 per share. Warrants are exercisable for three years from the date of purchase (the “Exercise Period”); provided, however, that the Company may cancel the warrants, in its sole discretion, at any time upon 30 days written notice to the Shareholders. Each warrant could be exercised by the holder for one share of A-3 Preferred Stock. All unexercised warrants expired on March 1, 2026. 677,750 warrants were exercised, resulting in the issuance of 677,750 shares of Series A-3 Preferred Stock for gross proceeds of $542,200.

Escrow Receivable

As of December 31, 2025 and December 31, 2024, the Company recorded $135 thousand and $2,676 thousand, respectively, of investment holdbacks in escrow receivable on its consolidated balance sheets. These amounts represent cash balances held by third party custodians on behalf of the broker-dealer associated with the Company’s equity offerings, for the benefit of BOXABL. For share sales that have closed during the quarter, Company accrues an escrow receivable to account for the gross proceeds of the equity offering that are held by the third party Custodian. This escrow receivable is settled when cash is received by the Company.

Offering Costs

For the year ended December 31, 2025, the Company incurred offering costs of $3,899 thousand compared to the year ended December 31, 2024 offering costs of $883 thousand. These costs include legal fees, targeted marketing and other deferred costs related directly to the securities offerings.

F-28

Subscription Liability

As of December 31, 2025 and December 31, 2024, the Company had $0 and $651 thousand, respectively, in a subscription liability pertaining to proceeds received, but the Preferred shares were not yet issued by the Company. These amounts represent funds from equity offerings paid to the Company prior to the issuance of shares. The Company has an obligation to issue the corresponding shares related to these proceeds. In relation to the Regulation A, Preferred A Stock Offering by certain selling shareholders of the Company, DealMaker had remitted shareholder funds to the Company, which had all been paid to the selling shareholders as of December 31, 2025.

Stock-based Compensation

On August 12, 2024, the Company amended and restated the Amended 2021 Stock Incentive Plan (“Plan”) to increase the number of shares of Common Stock reserved for issuance under the Plan to 550 million shares (previously 150 million shares were reserved for issuance under the 2021 Stock Incentive Plan), as well as certain other amendments, subject to stockholder approval and notice. The Plan, as amended and restated, became effective on October 18, 2024.

Administration:

The Board of Directors delegated to the Compensation Committee of the Board of Directors the authority to administer the Plan (the “Plan Administrator”), which includes the authority to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interest of the Company, and to make all other determinations necessary for the administration of the Plan to the extent not contrary to the express provisions of the Plan.

Eligibility:

Eligible participants in this Plan include the employees of, non-employee directors of, and consultants to the Company. To the extent permitted by applicable law, awards may also be granted to prospective employees and non-employee members of the Board, but no portion of any such award shall vest, become exercisable, be issued or become effective prior to the date on which such individual begins providing services to the Company.

The Plan Administrator has the sole discretion to determine which participants will receive an award, including the determination of whether an award to an eligible participant will further the Plan’s purposes of providing incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the Company’s success by offering them an opportunity to participate in the Company’s future performance through the grant of awards, as well as the type of any award to be granted, the number of shares of Common Stock subject to any award, and the terms and conditions of any award.

Awards:

As of December 31, 2025, only Stock Options and Restricted Stock Units (“RSUs”) were outstanding under the Plan.

The Plan permits the following types of awards:

Stock Appreciation Rights:

Stock Appreciation Rights (“SARs”) may be granted to Participants and shall have a per-share base value equal to the Fair Market Value of a share of Common Stock on the Grant Date. SARs may be settled at such times, and subject to restrictions and conditions, which need not be the same for all Participants; provided that no SAR shall settle later than ten (10) years from the Grant Date. Upon settlement, the Participant shall be entitled to receive payment of an amount determined by multiplying (a) the difference, if any, between the Fair Market Value of one share of Common Stock on the date of settlement and the base value of one share of Common Stock on the Grant Date; and (b) the number of shares of Common Stock with respect to which the SAR is settled. Payment for SARs shall be in cash, shares of Common Stock of equivalent value, or in a combination thereof. As of December 31, 2025, the Company has not issued any SARs.

F-29

Stock Grant Awards:

Stock Grant Awards grant the Participant the right to receive (or purchase at such price as previously determined in the award) a designated number of shares of Common Stock free of any vesting restrictions. The purchase price, if any, shall be payable in cash or other form of consideration. Stock Grant Awards may be granted or sold in respect of past services or other valid consideration, or in lieu of any cash compensation due to the Participant. As of December 31, 2025 and December 31, 2024, respectively, the Company has not issued any Stock Grant Awards.

Restricted Stock Units (RSUs):

Restricted Stock Unit awards may be subject to transfer and other restrictions including, without limitation, continued employment, performance conditions, or limitations on voting and/or dividend rights. Restricted Stock awards will be forfeited if the restrictions imposed on the Grant Date have not expired at the time of termination of employment or service in the case of a non-employee director or consultant. As of December 31, 2025 and December 31, 2024, the Company had granted (net of forfeitures) 127,936,350 and 173,571,508 Restricted Stock Units, respectively, which are subject to time and performance vesting conditions.

Stock Options:

Under the Plan, Stock Options may be granted to Eligible Participants at a per-share exercise price, no less than 100% of the Fair Market Value of one share of Common Stock as of the Grant Date. The Administrator shall determine when the Stock Option may be exercised, including any performance, vesting or other conditions, provided the term does not exceed ten (10) years from the Grant Date. If the Participant’s employment or service is terminated for cause, their unexercised Stock Options immediately lapse, including any vested Stock Options. Incentive Stock Options (“ISOs”) may only be granted to Participants who are also employees. The exercise price of ISOs shall equal the Fair Market Value of one share of Common Stock as of the Grant Date and shall expire upon the earlier of ten (10) years from the Grant Date (unless a shorter time is set in the Participant’s award agreement), provided that, ISOs granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company must have a per-share exercise price of no less than 110% of the Fair Market Value of one share of Common Stock as of the Grant Date and cannot have a term exceeding five (5) years from the Grant Date. The vested portion of a Stock Option lapses three (3) months following the effective date of the Participant’s termination of employment or twelve (12) months following the effective date of the Participant’s termination of employment due to death or disability, as defined in the Plan (in each case, unless a shorter time is set in the Participant’s award agreement) but in no event later than the expiration of the Stock Option.

A summary of Stock Option activity as of December 31, 2025 and December 31, 2024 is as follows:

SCHEDULE OF STOCK OPTIONS ACTIVITY

		Weighted Average Exercise Price per Share
(In Thousands except for per share price)		Stock Options				Exercise Price per Share				Term (in years)
Outstanding as of December 31, 2023			55,236				0.13				7.90
Granted			507			$	0.07
Exercised			-				-
Forfeited/cancelled			(5,547	)			0.30
Outstanding as of December 31, 2024			50,196			$	0.17				7.65
Granted			-				-
Exercised			-				-
Forfeited/cancelled			(6,379	)			0.33
Outstanding as of December 31, 2025			43,817				0.44				6.45
Exercisable as of December 31, 2025			43,531			$	0.44				6.44

The Company accounts for share-based compensation arrangements using a fair value method which requires the recognition of compensation expense for costs related to all share-based payments, including stock options. The fair value method requires the Company to estimate the fair value of share-based payment awards on the date of grant using an option pricing model. The Company uses the Black-Scholes pricing model to estimate the fair value of Stock Options granted that are then expensed on a straight-line basis over the vesting period. The Company accounts for forfeitures as they occur in the year of forfeiture and share-based compensation expense adjusted accordingly. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected life of the award.

F-30

The Company uses the Black-Scholes option pricing model to estimate the fair value of the Stock Options on the date of grant under the following assumptions:

SCHEDULE OF OPTIONS VALUATION ASSUMPTIONS

Expected life (years) (1)			5.0 - 6.5
Risk-free interest rate (2)			1.03 - 4.34	%
Expected volatility (3)			50.3 - 54.9	%
Annual dividend yield			0	%
Weighted average fair value of options granted		$	0.14

(1)	In accordance with SAB Topic 14, the expected life of employee stock options was estimated using the “simplified method,” as the Company has no historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock option grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The Company believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14.
(2)	The risk-free rate was based on the United States bond yield rate at the time of grant of the award, whose term is consistent with expected life of the stock options.
(3)	Based on historical experience over a term consistent with the expected life of the stock options.
(4)	Expected annual rate of dividends is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Share-based compensation expense is not adjusted for estimated forfeitures but instead adjusted upon an actual forfeiture of a stock option. Amounts recorded for forfeited or expired unexercised options are accounted for in the year of forfeiture.

Restricted Stock Units:

Restricted Stock Units (“RSUs”) grant the Participant the right to receive a certain number of shares of Common Stock, a cash payment equal to the Fair Market Value of that number of shares of Common Stock (determined as of a specified date), or a combination thereof, based on the terms and conditions of the award, as determined by the Plan Administrator. Upon termination of employment (or service as a non-employee director or consultant), unvested RSUs shall be forfeited.

RSUs represent a right to receive a single common share. Vesting of RSU awards is generally subject to a 3-year service period and effective October 18, 2024, also subject to a performance condition. Accordingly, stock-based compensation is recognized upon satisfaction of the service and performance condition.

The Company granted 14,003 thousand 126,500 thousand RSUs during the years ended December 31, 2025 and 2024, respectively. 

F-31

A summary of RSU activity as of December 31, 2025 and December 31, 2024 is as follows:

SUMMARY OF RSU ACTIVITY

						Weighted-Average Grant Date
(In Thousands except for per share amounts)		RSU’s				Fair Value per Share
Outstanding as of December 31, 2023			60,500			$	0.51
Awarded			126,500				0.80
Vested			-
Cancelled			(13,429	)			0.80
Outstanding as of December 31, 2024			173,572			$	0.79
Awarded			14,003				0.80
Vested			-				-
Cancelled			(59,639	)			0.80
Outstanding as of December 31, 2025			127,936			$	0.79

During the years ended December 31, 2025 and 2024, respectively, the Company recognized stock compensation expense related to stock options and RSU’s, as follows:

SCHEDULE OF RECOGNIZED STOCK COMPENSATION EXPENSE RELATED TO STOCK OPTIONS AND RSU

(In Thousands)		2025				2024
		For the Years Ended December 31
(In Thousands)		2025				2024
Cost of Goods Sold		$	(1,752	)		$	2,458
General and Administrative			(887	)			1,972
Sales and Marketing			(119	)			1,468
Research and Development			(1,006	)			1,350
Total Stock-Based Compensation Expense		$	(3,764	)		$	7,248

The expected life of employee stock options was estimated using the “simplified method,” as the Company has no historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock option grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The expected life of awards that vest immediately use the contractual maturity since they are vested when issued. For stock price volatility, the Company uses public company compatibles as a basis for its expected volatility to calculate the fair value of option grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option at the grant-date.

The Company recognizes stock option forfeitures as they occur as there is insufficient historical data to accurately determine an estimate of future forfeiture rates.

During the year ended December 31, 2025, no new expense was recognized for RSU awards based on the Company’s conclusion that the performance condition for the RSUs was not probable of being satisfied at such time, as discussed below. However, forfeitures of previously granted RSUs resulted in a reversal, net of expense, of $3,764 thousand in stock-based compensation expense, respectively, for the year ended December 31, 2025. The amount of future stock-based compensation expense may be impacted by additional option or RSU grants, or further forfeitures.

Stock-based compensation expense for all stock-based awards, including stock options and restricted stock units (“RSUs”), is measured at fair value on the date of grant. The fair value of stock options is estimated on the date of grant using a Black-Scholes option-pricing model. The fair value of RSUs is estimated on the date of grant based on the fair value of the underlying common stock.

The Company has elected to recognize compensation expense for stock options granted to employees on a straight-line basis over the requisite service period, which is generally the vesting period. Compensation expense for RSUs is amortized using the accelerated attribution approach over the requisite service period as long as the performance condition in the form of a specified liquidity event is probable to occur. 

The fair value of stock options granted to non-employees is calculated at each grant date and re-measured at each reporting date using the Black-Scholes option-pricing model and the resulting change in value, if any, is recognized in the consolidated statements of operations and comprehensive loss for the periods in which the related services are rendered.

F-32

During the year ended December 31, 2025, the Company granted Restricted Stock Units (RSUs) that vest upon the satisfaction of both a service-based and a performance-based requirement. The service condition is a stated service period generally requiring 36 months of service, with the total number of RSUs awarded vesting on a cliff basis after the 36-month anniversary date of the grant. The performance-based condition is an event-based criteria that will be satisfied as to any then-outstanding RSUs on the first to occur of a ‘Qualifying Transaction” defined as: (1) the closing date of a transaction resulting in a change in control; or (2) the effective date of an IPO.

The RSUs vest on the date upon which both the service-based and performance-based requirements are satisfied. If a Qualifying Transaction occurs prior to the Vesting Date, the RSUs shall fully (100%) vest effective immediately prior to and contingent upon the Qualifying Transaction. If the Grantee’s employment by the Company terminates for any reason prior to a Qualifying Transaction, such termination shall result in the immediate forfeiture and cancellation of the RSUs, which means the Grantee will not be entitled to any payment pursuant to this Agreement after the date of such termination. If the RSUs vest, the Company will deliver one share of common stock for each vested RSU on the settlement date. The unvested RSUs expire ten years from the grant date.

As of December 31, 2025 and December 31, 2024, respectively, the Company concluded that the performance condition described above for the RSUs was not probable of being satisfied at such time. As a result, the Company has not recognized any compensation cost to date for any RSUs outstanding. In the period in which the performance-based condition is achieved, the Company will accelerate all vesting and record the stock-based compensation expense using the accelerated attribution method, based on the grant date fair value of the RSUs.

SCHEDULE OF GRANT DATE FAIR VALUE OF RSU

(In Thousands)		Number of Units				Grant Date Fair Value
Outstanding and unvested at December 31, 2024			173,572			$	125,840
RSUs Granted			14,003			$	11,202
RSUs Forfeited			(59,639	)		$	(47,711	)
Outstanding and unvested at December 31, 2025			127,936			$	89,331

As of December 31, 2025 and December 31, 2024, respectively, all stock-based compensation expenses related to the Company’s RSUs remained unrecognized because the performance-based condition was not satisfied. No RSUs had met their service-based vesting condition as of December 31, 2024; also, no RSUs had met the performance vesting condition as of December 31, 2024 or December 31, 2025.

If the performance vesting condition had been satisfied on December 31, 2025, the Company would have recorded $89 million of stock-based compensation expense using the accelerated attribution method related to RSUs and options. Due to the nature of the acceleration clause, upon a Qualified Transaction, 100% of the stock-based compensation expense on these RSUs and options will be recognized.

NOTE 13- REVISION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

The Company had previously incorrectly omitted issuances, net of offering costs, of $2,221 thousand of Preferred A-3 Stock and omitted issuances, net of offering costs, of $90 thousand of A-2 Preferred Stock from its December 31, 2024 Consolidated Financial Statements on Form 10-K and incorrectly reported these issuances in its March 31, 2025 Consolidated Financial Statements on Form 10-Q. These issuances and associated activity were omitted from preferred stock, net of offering costs and Escrow Receivable in the Company’s Consolidated Balance Sheet, Statement of Stockholders Equity and Consolidated Statement of Cash Flows on the Company’s December 31, 2024 Form 10-K. The Company has evaluated and concluded that these misstatements were not material, either individually, nor in the aggregate, to its previously issued consolidated financial statements. However, the Company has revised its previously issued consolidated financial statements to correct for such immaterial misstatements.

The Company has summarized the impact of this revision to its previously issued financial statements, including the impacts to specific financial statement line items, and related footnotes, as follows:

SCHEDULE OF REVISION ON THE PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

Statement of Cash Flows- For the Year Ended December 31, 2024 (In Thousands)		As Reported				Adjusted				As Revised
Non cash investing and financing activities:
Preferred shares issuances held in escrow		$	0			$	2,311			$	2,311

Consolidated Statements of Stockholders’ Equity- For the Year Ended December 31, 2024 (In Thousands)		As Reported				Adjusted				As Revised
Issuance of Preferred Stock (Shares)- A-3 Preferred Stock			20,763				2,957				23,630
Issuance of Preferred Stock ($ Amount)- A-3 Preferred Stock		$	14,914			$	2,331			$	17,245
Offering Costs- A-3 Preferred Stock ($ Amount)		$	(712	)		$	(110	)		$	(822	)
Balance as of December 31, 2024 (Shares) - A-3 Preferred Stock			29,016				2,957				31,973
Balance as of December 31, 2024 ($ Amount)- A-3 Preferred Stock		$	18,222			$	2,221			$	20,443
Issuance of Preferred Stock (Shares)- A-2 Preferred Stock			207				118				325
Issuance of Preferred Stock ($ Amount)- A-2 Preferred Stock		$	166			$	94			$	260
Offering Costs- A-2 Preferred Stock ($ Amount)		$	(57	)		$	(4	)		$	(61	)
Balance as of December 31, 2024 (Shares)- A-2 Preferred Stock			174,160				118				174,278
Balance as of December 31, 2024 ($ Amount)- A-2 Preferred Stock		$	100,879			$	90			$	100,969

Consolidated Balance Sheet For the Year Ended December 31, 2024 (In Thousands)		As Reported				Adjusted				As Revised
Stockholders’ equity -A-3 Preferred Stock issued and outstanding as of December 31, 2024 (Shares)			29,016				2,957				31,973
Stockholders’ equity -A-3 Preferred Stock issued and outstanding as of December 31, 2024 ($ Amount), net of offering costs		$	18,222			$	2,221			$	20,443
Stockholders’ equity -A-2 Preferred Stock issued and outstanding as of December 31, 2024 (Shares)			174,160				118				174,278
Stockholders’ equity -A-2 Preferred Stock issued and outstanding as of December 31, 2024 $ Amount		$	100,879			$	90			$	100,969
Total Stockholders’ Equity		$	53,124			$	2,311			$	55,435
Escrow Receivable		$	365			$	2,311			$	2,676
Total Current Assets		$	47,018			$	2,311			$	49,329
Total Assets		$	72,736			$	2,311			$	75,047

F-33

NOTE 14- REVISION OF PREVIOUSLY ISSUED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In connection with the revision of previously issued consolidated financial statements discussed in Note 13— Revision of Previously Issued Consolidated Financial Statements, the Company determined that the revision adjustments had an impact on the previously issued unaudited financial statements for the period ended March 31, 2025.

The Company has summarized the impact of this revision to its previously issued financial statements, including the impacts to specific financial statement line items, and related footnotes, as follows:

SCHEDULE OF REVISION PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Statement of Cash Flows – For the Three Months Ended March 31, 2025 (In Thousands)		As Reported				Adjusted				As Revised
Proceeds from sale of preferred stock, net of offering costs		$	9,696			$	2,311			$	12,007
Net cash provided by financing activities		$	9,455			$	2,311			$	11,766
Non cash investing and financing activities:
Preferred shares issuance held in escrow		$	4,039			$	(2,311	)		$	1,728

Consolidated Statements of Stockholders’ Equity – For the Three Months Ended March 31, 2025 (In Thousands)		As Reported				Adjusted				As Revised
Balance as of January 1, 2025 (Shares) - A-3 Preferred Stock			29,016				2,957				31,973
Issuance of Preferred Stock (Shares) - A-3 Preferred Stock			18,667				(2,957	)			15,710
Balance of Preferred Stock ($ Amount) - A-3 Preferred Stock		$	18,222				2,221			$	20,443
Issuance of Preferred Stock ($ Amount) - A-3 Preferred Stock		$	14,530			$	(2,331	)		$	12,199
Offering Costs – A-3 Preferred Stock ($ Amount)		$	(885	)		$	110			$	(775	)
Balance as of January 1, 2025 (Shares)- A-2 Preferred Stock			174,160				118				174,278
Issuance of Preferred Stock (Shares)- A-2 Preferred Stock			118			$	(118	)			0
Balance as of January 1, 2025 ($ Amount)- A-2 Preferred Stock		$	100,879			$	90			$	100,969
Issuance of Preferred Stock ($ Amount)- A-2 Preferred Stock		$	94			$	(94	)			0
Offering Costs- A-2 Preferred Stock ($ Amount)		$	(4	)		$	4			$	0

NOTE 15 – COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described in the agreement.

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In the course of business, the Company is party to various legal proceedings and claims from time to time. A liability will be accrued when a loss is both probable and can be reasonably estimated. Management believes that the probability of a material loss is remote. However, litigation is inherently uncertain, and it is not possible to predict the ultimate disposition of these proceedings. There are no legal proceedings which the Company believes will have a material adverse effect on the Company’s financial position. 

In 2025, the U.S. government implemented new tariff measures affecting a broad range of imported materials. The Company has evaluated the potential impact of these actions on its operations and supply chain and does not expect them to have a material impact on its financial position or results of operations in the near term. The Company’s operations are currently supported by a substantial inventory of completed units manufactured prior to the effective dates of the tariff adjustments, which reduces our near-term exposure to increased costs associated with imported materials. Additionally, as the Company transitions into the next phase of its product development, including Phase 2, its sourcing strategy reflects a greater emphasis on domestic procurement. This shift is expected to further mitigate exposure to international trade disruptions and tariff-related cost volatility. The Company will continue to monitor developments in U.S. trade policy and adjust its supply chain strategy as necessary.

Legal Proceedings

Claims filed by the Company

	(i)	The Company initiated legal action against former employees who violated their agreements post-termination. Specifically, the Company filed two lawsuits against former employees alleging claims including breach of contract, violations of the Computer Fraud & Abuse Act, violations of the Defend Trade Secrets Act, conversion, unjust enrichment, breach of covenant of good faith and fair dealing, and demand for temporary and permanent injunctive relief. One of these litigation matters remain pending, and the other matter reached a mutual settlement and release. Management does not anticipate the remaining matters will have a material impact on the Company’s results of operations or financial condition. Quantifying the resulting harm is complex and ongoing. The Company anticipates that judgment will be entered in its favor for a sum less than $250 thousand.
	(ii)	The Company engaged in litigation with an Internet Blogger who posted defamatory information regarding the Company. On August 5, 2024, the court entered a default judgment in favor of the Company, awarding $50 thousand in damages. A judgment lien has been placed on property owned by the defendant and the Company filed a foreclosure action against the property, and the Company obtained title to this land in December 2025.

	(iii)	On April 30, 2024, the Company filed a lawsuit against Brave Control Solutions, Inc. and individual Brent McPhail in US District Court. The Company seeks damages equal to all amounts paid under the contracts, among other relief, to recover from these breaches and misrepresentations. The Company anticipates a judgment in its favor, but recovery of these assets is uncertain.
	(iv)	In September 2025, the Company filed suit against the State of Arizona Department of Housing seeking a declaration from the Court that the Department of Housing has no authority to regulate or interfere with BOXABL’s sale of PMRV units in the State of Arizona. The lawsuit is pending.

Claims filed against the Company

	(i)	The Company received notifications of employment-related charges filed by former employees with the Equal Employment Opportunity Commission (“EEOC”) and the National Labor Relations Board (“NLRB”). The allegations involve various issues such as discrimination and interference with employee rights. The Company provided responses to both agencies and is awaiting further developments. The Company does not expect a material impact to its financial position.
	(ii)	The Company’s former Chief Operating Officer, terminated for cause after seven months of employment, filed a civil complaint in Nevada alleging various claims against the Company and its directors. The Company settled this matter in March 2025 without a material impact to its financial position. The Company paid $105 thousand to this former employee in exchange for the surrender of 5,882,353 shares of the Company’s Preferred A Stock.
	(iii)	Leader Capital is a shareholder of the Company and has filed suit against the Company and its previous transfer agent, Transfer Online, Inc. After the Company filed its motion for summary judgement, Leader dismissed all claims against the Company. In February 2026, the Court granted the Company’s motion for attorneys’ fees awarding the Company approximately $260,000 in fees and costs. Leader will have 30 days from the final order date to file an appeal.

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	(iv)	Ro-Matt International Inc. and Electra-Tech Manufacturing Inc. (“Applicants”) filed a lawsuit seeking to declare its rights in certain collateral naming Brave Control Solutions, Inc., BOXABL Inc., and Royal Bank of Canada in Ontario, Canada, in the Superior Court of Justice. This case was dismissed, with no damages asserted against BOXABL.
	(v)	The Company has received claims from various parties alleging that BOXABL violated certain California Laws, including the Trap and Trace Law and California Privacy Laws relating to its Facebook postings. The Company does not expect a material impact to its financial position.
	(vi)	Pronghorn Homes, LLC, a party to the Arizona mining project, filed a lawsuit against the Company in the State of Arizona, which has a potential loss exposure of up to $250 thousand. The Company denies liability and intends to defend against this claim. Accordingly, the Company has not accrued a loss contingency for this matter.
	(vii)	The Company entered into an agreement with an RV Park for the sale of certain PMRV units. It appears that the RV Park did not obtain required zoning and land use permits to install and use the units at their site in Arizona. The State of Arizona ‘red tagged’ the units and the RV Park asserted claims against the Company, demanding that the Company immediately remove the units. The Company has denied all liability and is negotiating a resolution of the dispute with the RV Park. The Company also has an outstanding receivable from the RV Park in the amount of $270,000. The Company has not accrued a loss contingency for this legal matter, but has recorded a CECL credit loss allowance for the outstanding receivable balance.

Other Matters

The Company uncovered potential misconduct by a former employee related to a stock scheme, the impact of which is challenging to measure. The Company anticipates that judgment will be entered in its favor for a sum less than $1 million against the former employee, but the investigation and extent of damages is ongoing. After discovering the misconduct, the Company was named as a defendant in a lawsuit by a plaintiff that purchased fraudulent shares of the Company’s stock from the former employee of the Company, at a discounted price, incurring a loss of approximately $144 thousand. The Plaintiff claims that he purchased shares by writing a check to an entity that was controlled by the former employee and alleges negligence and violations of Nevada Revised Statute (NRS) 90.9570. The Company denied liability and the claim was recently settled by the Company’s issuance of 218,182 shares of Preferred A-1 stock to the plaintiff.

In September 2025, Freeport-McMoRan Bagdad, Inc., a party to the Arizona mining project, asserted a claim against the Company (not yet in suit) for payment under a certain settlement agreement between the parties relating to the sale of certain units to Pronghorn Homes, LLC, which were installed upon Freeport’s property. Freeport has demanded $1.17 million from the Company. The Company is in the process of negotiating a resolution with Freeport. No lawsuit has been filed.

Separate from this claim, the Company has also entered into settlement agreements with various parties who may have been impacted by the former employee. This resulted in the recognition of $4.2 million of legal settlement expenses recorded in General and administrative expenses, settled with 5,264,068 shares of the Company’s Preferred A-1 Stock, during the year ended December 31, 2025.

NOTE 16 – INCOME TAXES

For financial reporting purposes, Income (Loss) before provision for income taxes, includes the following components (in thousands):

Provision (Benefit) for Income Taxes

The Company has not recorded any income tax expense for the years ended December 31, 2025 and 2024.

SCHEDULE OF INCOME TAX EXPENSE

		Year Ended December 31,
U.S. Federal provision (benefit)		2025								2024
At federal statutory income tax rate		$	(12,085	)			21.0	%		$	(10,626	)			21.0	%
State income taxes, net of federal effect			-				0.0	%			-				0.0	%
Change in valuation allowance			12,065				-21.0	%			10,324				-20.4	%
Nontaxable or Nondeductible Items
Other permanent differences			206				-0.4	%			151				-0.3	%
Changes in tax laws or rates			-				0.0	%			-				0.0	%
Tax Credits
Research credits			(191	)			0.3	%			151				-0.3	%
Cross-border tax laws			-				0.0	%			-				0.0	%
Worldwide changes in UTB			5				0.0	%			(6	)			0.0	%
Foreign tax effects			-				0.0	%			-				0.0	%
Rounding			0				0.0	%			-				0.0	%
Total		$	0				0.0	%		$	(6	)			0.0	%
Effective Tax Rate			0.00	%							0.01	%

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Deferred Tax Assets and Liabilities

Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets for federal and state income taxes are as follows (in thousands):

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

		2025				2024
		Year Ended December 31,
		2025				2024
Deferred Tax Assets:
Federal & State NOL Carryforward			31,930				21,429
Research & Other Credits			559				425
Capitalized R&D			1,827				2,611
Accruals, Reserve and Other			335				131
Lease Liability			1,696				2,359
Stock Based Compensation			1,623				2,325
Other Intangibles			3				-
Other DTA			6,549				2,171
Total Gross DTA			44,522				31,450
Less:Val. Allowance			(42,542	)			(28,854	)
Total Deferred Tax Assets			1,979				2,596
Deferred Tax Liabilities:
Fixed Assets			(407	)			(340	)
ROU Assets			(1,573	)			(2,219	)
Other DTL			-				(38	)
Total Gross DTL			(1,979	)			(2,596	)
Net Deferred Tax Assets			0				-

A valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A full review of all positive and negative evidence needs to be considered. The Company has established a full valuation allowance against the net deferred tax assets as of December 31, 2025 due to historical losses and uncertainty surrounding the use of such assets. The valuation allowance increased by $13.7 million between December 31, 2025 and December 31, 2024, primarily due to the generation of net operating losses.

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Net Operating Loss and Tax Credit Carryforwards

As of December 31, 2025, the Company has net operating loss carryforwards for federal income tax purposes of approximately $145.2 million. The federal net operating losses were all generated after 2017 and are not subject to expiration. The Company does not have any state net operating loss carryforwards.

The Company has research credit carryforwards for federal income tax purposes of approximately $698.6 thousand as of December 31, 2025. The federal credits begin to expire in 2041. The Company does not have any state credit carryforwards.

Utilization of some of the federal net operating loss and credit carryforwards may be subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. The Company has not performed a Section 382 study as of December 31, 2025.

The Company files tax returns in the U.S. The Company is not currently under examination in any jurisdictions and all its tax years remain effectively open to examination due to net operating loss carryforwards.

The Company has the following activity relating to the gross amount of unrecognized tax benefits (in thousands):

SCHEDULE OF UNRECOGNIZED TAX BENEFITS

		2025				2024
		Year Ended December 31,
		2025				2024
Beginning Balance			100				94
Gross increase - Tax Positions in Prior Periods			5				-
Gross Decreases - Tax Positions in Prior Periods			-				(6	)
Gross Increases - Tax Position in Current Period			29				12
Settlements			-
Lapses in Statutes of Limitations			-
Ending Balance			134				100

During the years ended December 31, 2025 and 2024, no interest or penalties were required to be recognized relating for unrecognized tax benefits. In the event the Company should need to recognize interest and penalties related to unrecognized income tax liabilities, this amount will be recorded as an accrued liability and an increase to income tax expense.

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NOTE 17 — SEGMENTS

The Company operates as one reportable segment. The Company’s chief operating decision maker (“CODM”) is its Chief Financial Officer, who organizes the Company, manages resource allocations and measures performance as one operating and reportable segment. The CODM performs quarterly reviews of financial information presented on a consolidated basis. The CODM uses the loss from operations  as the primary measure of segment profit or loss when assessing performance and making decisions about the allocation of resources. When reviewing expense information, the CODM is regularly provided with expense categories for the Company’s single operating segment that are the same as the expense captions presented in the Company’s consolidated statement of comprehensive loss.

Because the Company has a single reportable segment, the measure of the segment’s total assets are the same as the Company’s consolidated total assets. The Company has no significant long-lived assets recognized on the Consolidated Balance Sheets outside of the US jurisdiction.

The Company’s consolidated statements of comprehensive loss for the years ended December 31, 2025 and 2024, are shown below. The specific line items that the CODM reviews are marked as Significant in the income statement below.

SCHEDULE OF SIGNIFICANT INCOME STATEMENT

		For The Years Ended
(In Thousands, except per share amounts)		December 31, 2025				December 31, 2024
Revenues (Significant)		$	1,514			$	3,376
Cost of goods sold (Significant)			17,314				14,966
Gross loss			15,800				11,590
Operating expenses:
General and administrative (Significant)			14,675				12,213
Sales and marketing (Significant)			25,428				9,895
Research and development (Significant)			3,297				6,592
Impairment loss			-				12,427
Total operating expenses			43,400				41,127
Loss from operations (Significant)		$	59,200			$	52,717
Other income:
Interest income			(1,397	)			(1,583	)
Other income			(254	)			(184	)
Total other income:			(1,651	)			(1,767	)
Net loss attributed to common stockholders		$	57,549			$	50,950
Weighted average common shares outstanding -basic and diluted			3,000,000				3,000,000
Net loss per common share - basic and diluted		$	(0.02	)		$	(0.02	)
Net Loss		$	57,549			$	50,950
Unrealized loss (gain) on investments		$	170			$	(170	)
Comprehensive Loss		$	57,719			$	50,780

General and administrative, sales and marketing, and research and development costs are all considered significant in the aggregate. There are no specific line items within these categories that the CODM considers significant and regularly reviews. However, for cost of goods sold (COGS), the CODM specifically reviews one of the expenses within this category, rather than COGS as an aggregate- this significant expense is the Cost of Casitas Sold. See the disclosure below:

SCHEDULE OF COST OF GOODS SOLD 

			For The Years Ended
			December 31, 2025				December 31, 2024
Cost of Casitas Sold (Significant)			2,262				5,422
All other line items within COGS (1)			15,052				9,544
COGS			17,314				14,966

(1) All other line items within COGS include obsolete inventory, inventory adjustment, scrapped inventory, warranty expense, and allocations to COGS such as stock-based compensation expense.

NOTE 18– SUBSEQUENT EVENTS

The Company has evaluated subsequent events from December 31, 2025 through March 27, 2026, the issuance date of these consolidated financial statements.

Sales Activity

Between January 1, 2026 and March 27, 2026, the Company shipped 19 units. As of March 27, 2026, there are 374 units that are under contract for a monetary value of $25.7 million.

Merger

On September 18, 2025, the Company filed a Registration Statement on Form S-4 (as amended, the “Registration Statement”) in connection with its proposed merger. The Company subsequently filed Amendment No. 1 to the Registration Statement on December 30, 2025 and Amendment No. 2 to the Registration Statement on February 5, 2026. The Company has received comments from the staff of the Securities and Exchange Commission (the “SEC”) on Amendment No. 2 and expects to file a further amendment to the Registration Statement in response to such comments.

Hiring of Key Staff

On February 16, 2026, the Company appointed both a Chief Technology Officer, Shanmugan Palanappian and General Counsel, Thomas A. Wilczek.

Equity Events

For awards previously issued under the Company’s Amended 2021 Stock Incentive Plan, the Company recognized employee forfeitures of 5,062,501 RSUs and 87,720 Stock Options subsequent to December 31, 2025. No additional RSUs or Stock Option grants were made under the Plan subsequent to December 31, 2025.

In connection with the issuance of certain A-3 shares in 2024 and 2023, the Company had issued warrants that are exercisable for shares of Series A-3 Preferred Stock at a price of $0.80 per share. The Company may call the warrants, in its sole discretion, at any time upon 30 days written notice to the shareholders. If redeemed, each warrant shall be redeemed for one share of A-3 Preferred Stock. On January 30, 2026, the Company sent a notice of cancellation to its warrant holders, effective March 1, 2026. Subsequent to December 31, 2025 and through March 27, 2026, 677,750 warrants were exercised, resulting in the issuance of 677,750 shares of Series A-3 Preferred Stock. All other outstanding warrants were deemed cancelled as of March 1, 2026.

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Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of FGMC and BOXABL adjusted to give effect to the Business Combination and other transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

On August 4, 2025, BOXABL entered into the Merger Agreement, by and among FGMC, Merger Sub and BOXABL.

Description of the Business Combination

On August 4, 2025, FGMC, BOXABL and FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary of FGMC (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for a two-step merger transaction (the “Mergers”) in which, first, Merger Sub will merge with and into BOXABL (the “First Merger”), with BOXABL surviving as a wholly-owned subsidiary of FGMC, and, immediately thereafter, BOXABL (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 “Combined Company”). By virtue of the consummation of the Mergers, the Combined Company will change its name to BOXABL Inc. The Boards of Directors of BOXABL, FGMC, and Merger Sub have unanimously approved the Merger Agreement and the transactions contemplated thereby.

Consideration

The aggregate merger consideration to be received by BOXABL stockholders is equal to a combination of preferred and common shares of FGMC that equals a total of $3,500,000,000, each at a deemed value of $10 per share. There is no minimum cash required to close the Merger.

Pursuant to the Merger Agreement each share of BOXABL common share and preferred shares issued and outstanding immediately prior to the First Merger shall be converted into the right to receive common share and preferred shares, respectively of the Combined Company pursuant to exchange ratio defined in the Merger Agreement. The Combined Company common shares and preferred shares will be issued at the closing of the Second Merger.

The following summarizes the aggregated value of the Business Combination consideration

Common Stock(1)			246,524,760
Preferred stock(2)			103,475,240
Value per share		$	10
Total share consideration		$	3,500,000,000

(1)	Represents the shares of common stock of the Combined Company that will be issued and exchanged with the BOXABL common shares outstanding. This includes shares of common stock of the Combined Company underlying the convertible securities including stock option, restricted stock units and warrants of BOXABL.
(2)	Represents the Combined Company Merger Preferred Stock that will be issued and exchanged with the BOXABL Preferred Stock outstanding.

Closing Conditions

The closing of the Mergers is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of BOXABL and FGMC, effectiveness of a registration statement on Form S-4 to be filed by FGMC with the SEC in connection with the transaction, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, approval for listing of the Combined Company Common Stock on Nasdaq or NYSE, absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Merger Agreement.

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances. Either BOXABL or FGMC may terminate the agreement by written notice if the closing has not occurred on or before July 31, 2026 (the “Agreement End Date”), provided that the right to terminate on this basis is not available to any party whose breach of the agreement has proximately caused the failure of the closing to occur by such date. Termination is also permitted by mutual written consent of the parties, or by either party if a governmental authority enacts a law or order that makes consummation of the transactions illegal or otherwise prohibits the transaction, so long as the terminating party or its subsidiaries did not cause such prohibition by their own breach.

On November 3, 2025, Company entered into an amendment (the “Amendment”) to the Merger Agreement with BOXABL. Pursuant to the Amendment, the parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from December 31, 2025, to March 31, 2026.

On April 6, 2026, FGMC and BOXABL entered into an amendment to the Merger Agreement:

	(A)	to extend the Agreement End Date for the Merger Agreement from March 31, 2026 to July 31, 2026;
	(B)	that the Company and the Acquiror shall jointly enter into agreements, subject to any consent needed from ThinkEquity LLC, or amendments to existing agreements, providing for the release of any lock-up provisions applicable to the Acquiror Securities owned by the Sponsor Parties, Paolo Tiramani, Galiano Tiramani, or any of their respective Affiliates, such that such lock-up provisions shall automatically expire if the Acquiror Common Stock trades at or above $20.00 at any time, including during intraday trading;
	(C)	to clarify that the definition of Acquiror Securities includes the 8,295,800 rights (for the issuance of 829,580 shares of Acquiror Common Stock), each right entitling the holder thereof to receive one-tenth (1/10) of a share of Acquirer Common Stock upon the consummation of an initial business combination; and
	(D)	to provide that either the Company or the Acquiror has the right to terminate the Merger Agreement if either party has made a written request of the other party pursuant to the Merger Agreement and five Business Days have passed, and the requesting party has not received a response.

On May 6, 2026, FGMC and BOXABL entered into an amendment to the forms of Company Lock-Up Agreement and Sponsor Lock-Up Agreement in the Merger Agreement in order to implement the above-mentioned lock-up provisions.

Termination Provisions

Additional termination rights include the ability for either party to terminate if the required stockholder approvals from either BOXABL or FGMC are not obtained at their respective stockholder meetings, unless the failure to obtain such approval is due to the action or inaction of the party seeking termination. The agreement may also be terminated by one party if the other party has committed a material breach of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions, subject to a cure period of up to thirty (30) days (or any shorter period remaining before the Agreement End Date) after notice of such breach. Upon termination, the agreement becomes void and has no further effect, except for certain provisions that expressly survive, and subject to liability for any willful and material breach or actual fraud occurring prior to termination. Each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.

Certain Related Agreements

Sponsor Support Agreement

Concurrently with the execution of the Merger Agreement, FGMC, the Sponsor and BOXABL entered into the Sponsor Support Agreement. Pursuant to the Sponsor Support Agreement, the Sponsor agreed, among other things, (i) to vote in favor of the proposals presented at the FGMC Special Meeting, (ii) not to redeem any FGMC Common Shares owned by it in connection with the transactions contemplated by the Merger Agreement, and (iii) waive, to the fullest extent permitted by applicable law and FGMC’s governing documents, any rights to adjustment or other anti-dilution protections available under the FGMC Charter with respect to the rate at which shares of FGMC Preferred Stock held by the Sponsor convert into shares of FGMC Common Stock in connection with the transactions contemplated by the Merger Agreement. The Sponsor Support Agreement also includes a provision with respect to the payment by the Sponsor of expenses incurred by FGMC in connection with the Business Combination in excess of the FGMC Expense Cap. The Sponsor Support Agreement also provides that if there are any amounts outstanding under any working capital loan extended to FGMC by the Sponsor as of the Closing, then notwithstanding the terms of any such working capital loan, FGMC will repay such outstanding amounts to the Sponsor at the Closing solely in cash, and not in the form of FGMC Common Shares or any other form

BOXABL Support Agreement

Concurrently with the execution of the Merger Agreement, FGMC, BOXABL and certain stockholders of BOXABL entered into the BOXABL Support Agreement. Pursuant to the BOXABL Support Agreement, certain BOXABL stockholders agreed to, among other things, at any meeting of the stockholders of BOXABL and in any action by written consent of the stockholders of BOXABL, with respect to the outstanding shares of BOXABL capital stock held by them, vote in favor of and consent to adopting the Merger Agreement and all other documents and transactions contemplated thereby, subject to the terms and conditions of the BOXABL Support Agreement. As of the record date for the BOXABL Special Meeting, such BOXABL stockholders accounted for approximately 73.79% of the number of then-outstanding shares of BOXABL Common Stock and approximately 73.79% of the voting power of the then-outstanding shares of BOXABL Common Stock.

Lock-Up Agreement

The Merger Agreement contemplates that, at the Closing, the Combined Company, the Sponsor and certain of the former stockholders of BOXABL will enter into the Lock-Up Agreements, pursuant to which the parties thereto will agree to restrictions on transfer for up to one year following the Closing Date with respect to the Lock-Up Shares (as defined in the Lock-Up Agreement), which lock-up, subject to certain exceptions, will end on the earlier of (i) with respect to 50% of the Lock-up Shares, the earlier of (A) twelve (12) months following the Closing Date and (B) the date on which the closing price of the Combined Company’s Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing Date, and (ii) with respect to the remaining 50% of the Lock-up Shares, twelve (12) months following the Closing Date, or earlier, in each case, if subsequent to the Closing Date, FGMC consummates a subsequent liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of FGMC’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Notwithstanding the foregoing, such lock-up provisions shall automatically expire if the Combined Company’s Common Stock trades at or above $20.00 at any time, including during intraday trading.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, FGMC, who is the legal acquirer, will be treated as the “acquired” company for accounting purposes and BOXABL will be treated as the accounting acquirer. Accordingly, the Business Combination will be treated as the equivalent of BOXABL issuing shares at the closing of the Business Combination for the net assets of FGMC as of the closing date, accompanied by a recapitalization. The net assets of FGMC will be stated at historical cost, with no goodwill or other intangible assets recorded.

BOXABL has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

	●	BOXABL stockholders will have the majority voting interest in the Combined Company.
	●	The Combined Company board of directors will be composed as follows: BOXABL will have the right to designate four (4) directors and FGMC will have the right to designate one (1) director (a majority of the board who will qualify as independent directors under the Securities Act and the Nasdaq rules);
	●	BOXABL senior management will be the senior management of the Combined Company post-merger;
	●	The business of Combined Company will comprise the ongoing operations of BOXABL; and
	●	BOXABL is the larger entity, in terms of substantive assets.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared reflecting the actual redemption of 3,466,086 shares of FGMC Public Shares in connection with the Closing, as follows:

● Scenario 1 — Actual Redemption Scenario: The “Actual Redemption Scenario” reflects the actual redemption of 3,466,086 shares of FGMC Public Shares in connection with the Closing, resulting in an aggregate cash payment of approximately $36.0 million out of the Trust Account based on a redemption price of approximately $10.40 per share.

The pro forma condensed financial statements have been prepared assuming no PIPE financing since there is no minimum cash closing condition in the transaction

The pro forma condensed financial statements have been prepared assuming all common shares of BOXABL including the convertible securities of BOXABL which includes, stock options, warrants and restricted stock units will exchange into common share of Combined Company at Business Combination closing and all series of preferred shares of BOXABL will exchange in to preferred shares of Combined Company at Business Combination closing.

Pro Forma Ownership

The table below summarizes the pro forma ownership of Combined Company Common Stock following the Business Combination, reflecting the actual redemption of 3,466,086 shares of FGMC Public Shares in connection with the Closing:

● Actual Redemption Scenario: The “Actual Redemption Scenario” reflects the actual redemption of 3,466,086 shares of FGMC Public Shares in connection with the Closing, resulting in an aggregate cash payment of approximately $36.0 million out of the Trust Account based on a redemption price of approximately $10.40 per share.

The ownership percentages reflected in the tables below are based upon the number of shares of BOXABL Common Stock issued and outstanding as of December 31, 2025, and are subject to the following additional assumptions:

	●	the total shares of Combined Company Common Stock to be issued to holders of BOXABL Common Stock will be 246,524,760; assuming all Convertible Securities of BOXABL are also converted into Combined Company Common Stock
	●	the total shares of Combined Company preferred shares to be issued to holders of BOXABL preferred stock will be 103,475,240;
	●	the beneficial ownership of the Sponsor of 2,000,000 shares FGMC common stock were acquired for an aggregate investment of $25,000 prior to the IPO. Such shares would become worthless if FGMC does not complete a business combination by July 31, 2026 or during any extension period, as the Sponsor waived any redemption right with respect to those shares. At the Closing, the Sponsor and affliates would own a total of 2,273,130 shares of Combined Company Common stock. Such shares have an aggregate market value of approximately $23.1 million based on the closing price of FGMC common stock of $10.18 on May 1, 2026, the most recent practicable date prior to the date of the accompanying joint proxy statement/prospectus on which trading data for FGMC common stock was available;

	●	the beneficial ownership of the Sponsor of 248,300 private placement units, which were acquired for an aggregate investment of $2,483,000 million at the time of the IPO. Each Private Unit consists of one common share and one Private Unit Right. Each whole Private Unit Right entitles the holder to convert the right to one-tenth share of common stock.
		Such units would expire and be worthless if FGMC does not complete a business combination by July 31, 2026 or during any extension period;
	●	The beneficial ownership of the Sponsor of 1,000,000 $15 Private Warrants which were acquired for an aggregate investment of $100,000 at the time of the IPO. Each $15 Private Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Such units would expire and be worthless if FGMC does not complete a business combination by July 31, 2026 or during any extension period.

If any of these assumptions are not correct, these percentages will be different.

		Actual Redemption Scenario
		Shares				Percentage
Shares of Combined Company Common Stock held by BOXABL stockholders(1)			246,524,760				68.93	%
Shares of Combined Company Preferred Stock held by BOXABL stockholders(2)			103,475,240				28.93	%
Shares of Combined Company Common Shares held by Sponsor and affiliates(3)			2,273,130				0.64	%
Shares of Combined Company Common Stock held by FGMC public stockholders(4)			5,333,914				1.49	%
Shares of Combined Company Common Stock held by FGMC Underwriter and Advisor(5)			52,250				0.01	%
Total			357,659,294				100.00	%

(1)	Consist of 246,524,760 common shares of Combined Company received by BOXABL shareholder. This includes 233,833,072 shares exchanged for common shares holder and 12,691,688 common shares of Combined Company exchanged for convertible securities of BOXABL.
(2)	Represent the preferred shares of Combined Company received by BOXABL preferred shareholder.
(3)	Consist of 1,402,910 common shares held by Sponsor, 85,390 common shares held by Ramnarain Joseph Jaigobind and 760,000 common shares held by directors, officers and advisors. Also, include 22,330 and 2,500 common shares held by Sponsor and Ramnarain Joseph Jaigobind, respectively underlying the Private Unit Rights.
(4)	Represents 4,533,914 FGMC Public Shares remaining following the actual redemption of 3,466,086 shares in connection with the Closing, and 800,000 common shares underlying Public Rights
(5)	Consist of 47,500 common shares underlying Underwriter and Advisor Unit. Also includes 4,750 common shares converted from rights underlying the Underwriter and Advisor Units.

The following unaudited Pro Forma condensed combined balance sheet as of March 31, 2026, and the unaudited Pro Forma condensed combined statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, are based on the historical financial statements of FGMC and BOXABL, and the related notes for the period ended December 31, 2024 and 2025. The unaudited Pro Forma adjustments are based on information currently available, assumptions, and estimates underlying the Pro Forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited Pro Forma condensed combined financial statements.

BOXABL and FGMC

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2026

(In Thousands, except share amounts)		BOXABL				FGMC				Actual Redemption Scenario
		(Historical)				(Historical)				Transaction Accounting Adjustments						Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents			22,256				243				6,293			A			28,793
Short-term investments			—				—				—						—
Cash, cash equivalents and short-term investments			22,256				243				6,293						28,793
Accounts receivable			1,127				—				—						1,127
Prepaid expenses			—				75				3,688			B			3,763
Cash held in trust account			—				82,859				(46,960	)		A			—
											(35,900	)		A
Loan receivable – current			16				—				—						16
Escrow receivable			189				—				—						189
Inventories, net			18,177				—				—						18,177
Other current assets			1,026				—				31,078			H			32,104
Total current assets			42,791				83,178				(41,800	)					84,169
Non-current assets:
Long-term investments			—				—				—						—
Restricted cash			3,987				—				—						3,987
Property and equipment, net			6,864				—				—						6,864
Digital assets			696				—				—						696
Intangible assets, net			346				—				—						346
Right of use assets, net			5,773				—				—						5,773
Deposits on equipment			268				—				—						268
Loan receivable – non-current			20				—				—						20
Security deposits			854				—				—						854
Other Long Term Assets			59				—				—						59
Total non-current assets			18,867				—				—						18,867
Total assets			61,658				83,178				(41,800	)					103,036
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			1,720				64				—						1,784
Tax liability			—				299				—						299
Customer deposits			3,287				—				—						3,287
Deferred revenue			1,809				—				—						1,809
Lease liability – current			3,298				—				—						3,298
Subscription liability			26				—				—						26
Accrued expenses and other current liabilities			1,830				—				—						1,830
Total current liabilities			11,970				363				—						12,333
Long-term liabilities:
Lease liability – non-current			2,950				—				—						2,950
Total liabilities			14,920				363				—						15,283
Commitments and contingencies							—
Common stock; $0.0001 par value, subject to possible redemption, 8,000,000 shares at redemption value			—				82,859				(46,960	)		A			—
											(35,900	)		A
Stockholders’ equity:
Series A Preferred Stock			2,566				—				(2,566	)		E			10
											10			E
Series A-1 Preferred Stock			634,479				—				(634,479	)		E			—
Series A-2 Preferred Stock			101,003				—				(101,003	)		E			—
Series A-3 Preferred Stock			77,165				—				(77,165	)		E			—
Unclassified Preferred Stock			—				—				—						—
Common stock			30				0				0			C			25
											(30	)		D
											25			D
Additional paid-in capital			15,058				—				46,959			C			871,279
											(5,900	)		I
											815,203			E
											(45	)		F
											5			G
Accumulated other comprehensive income (loss)			—				—				—						—
Accumulated deficit			(783,563	)			(45	)			45			F			(783,563	)
Total stockholders’ equity			46,738				(45	)			41,059						87,752
Total liabilities and stockholders’ equity			61,658				83,178				(41,800	)					103,036

Transaction Adjustments:

A	Reflects the liquidation and reclassification of funds held in the Trust Account to cash that became available following the Business Combination, reflecting the actual redemption of 3,466,086 shares of FGMC Public Shares in connection with the Closing.
B	Represents the capitalization of $3,687,771 in directors’ and officers’ liability insurance premiums placed through HUB International in connection with the Business Combination, to be amortized on a straight-line basis over the coverage period of the policy.
C	Represents the reclassification of FGMC’s Common Stock subject to possible redemption to permanent equity, reflecting the actual redemption of 3,466,086 shares in connection with the Closing.
D	Represents the exchange of outstanding BOXABL common shares into 246,524,760 shares of Combined Company at par value of $0.0001 per share upon the closing of Business Combination. This amount includes the BOXABL convertible securities including Stock Option, Warrants and Restricted Stock Units being exchanged for common shares.
E	Represents the exchange of outstanding BOXABL preferred shares into 103,475,240 shares of Combined Company preferred shares at par value of $0.0001 per share upon the Business Combination.
F	Represents the elimination of FGMC historical accumulated earnings.
G	Represents the conversion of Public Rights, rights underlying the Private Units, rights underlying the Underwriter and Advisors Units into Combined Company’s common stock upon Business Combination.
H	Represents the recognition of a derivative asset associated with two Forward Purchase Agreements (“FPAs”) entered into with Atsion Opportunity Fund LLC – Series 2 and FG Capital Partners LLC in connection with the Business Combination, for an aggregate prepayment of $31,078,060. The FPAs are cash-settled equity forwards accounted for as derivative assets under ASC 815, with settlement equal to (i) the number of shares subject to the applicable FPA multiplied by the 15-day volume-weighted average price, less (ii) the number of such shares multiplied by $0.80 per share, subject to a floor of zero recovery. Each FPA has an initial maturity of 90 days following the Closing, extendable at the Company’s election for up to two additional 90-day periods, for a maximum term of 270 days post-Closing.
I	Represents $5,900,381 of transaction costs directly attributable to the Business Combination, paid at Closing and recorded as a reduction of Additional Paid-in Capital in accordance with ASC 805. These costs include fees paid to Continental Stock Transfer & Trust Company, ThinkEquity LLC, Loeb & Loeb LLP, Advantage Proxy, Holland & Hart LLP, Toppan Merrill, Winston & Strawn LLP, Maxim Group LLC, and Brownstein Hyatt Farber Schreck LLP.

BOXABL and FGMC

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(In thousands, except per share and weighted-average share data)		BOXABL				FGMC				Actual Redemption Scenario
		(Historical)				(Historical)				Transaction Accounting Adjustments						Pro Forma Combined
Revenues			1,556				—				—						1,556
Cost of goods sold			4,909				—				—						4,909
Gross loss			(3,353	)			—				—						(3,353	)
Operating expenses:
General and administrative			3,189				273				(273	)		H			3,189
Sales and marketing			525				—				—						525
Research and development			566				—				—						566
Impairment loss			—				—				—						—
Total operating expenses			4,280				273				(273	)					4,280
Loss from operations			(7,633	)			(273	)			273						(7,633	)
Other income:
Interest income			209				—				—						209
Other income			(155	)			722				—						567
Income tax expense			—				161				(161	)		H			—
Total other income:			54				561				(161	)					776
Net (loss) income attributed to common stockholders			(7,579	)			288				112						(6,857	)
Weighted average common shares outstanding – basic and diluted			3,000,000,000				2,295,800										254,184,054
Net loss per common share – basic and diluted			(0.00	)			0.04										(0.03	)
Weighted average redeemable common shares outstanding – basic							6,674,033
Basic income per share, redeemable shares							0.207
Weighted average redeemable common shares outstanding – diluted							7,341,436
Diluted income per share, redeemable shares							0.186

Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended March 31, 2026

H Reflects the elimination of non-recurring FGMC formation and operating costs and related income tax expense, which would not have been incurred by the Combined Company had the Business Combination occurred on January 1, 2025.

BOXABL and FGMC

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS

FOR THE YEAR ENDED DECEMBER 31, 2025

(In thousands, except per share and weighted-average share data)		BOXABL				FGMC				Actual Redemption Scenario
		(Historical)				(Historical)				Transaction Accounting Adjustments						Pro Forma Combined
Revenues			1,514				—				—						1,514
Cost of goods sold			17,314				—				—						17,314
Gross loss			(15,800	)			—				—						(15,800	)
Operating expenses:
General and administrative			14,675				972				(972	)		H			14,675
Sales and marketing			25,428				—				—						25,428
Research and development			3,297				—				—						3,297
Impairment loss			—				—				—						—
Total operating expenses			43,400				972				(972	)					43,400
Loss from operations			(59,200	)			(972	)			972						(59,200	)
Other income:
Interest income			(1,397	)			3,037				(3,037	)		I			(1,397	)
Other income			(254	)			—				—						(254	)
Income tax expense			—				638				(638	)		H			—
Total other income:			(1,651	)			2,399				(3,675	)					(1,651	)
Net (loss) income attributed to common stockholders			(57,549	)			1,427				(2,703	)					(60,851	)
Weighted average common shares outstanding – basic and diluted			3,000,000,000														254,184,054
Net loss per common share – basic and diluted			(0.02	)													(0.24	)
Weighted average redeemable common shares outstanding – basic							7,342,466
Basic income per share, redeemable shares							0.26
Weighted average redeemable common shares outstanding – diluted							8,076,712
Weighted average non-redeemable common shares outstanding – basic							2,301,899.00
Basic loss per non-redeemable share – basic							(0.21	)
Weighted average non-redeemable common shares outstanding – diluted							2,329,047.00
Basic and diluted loss per non-redeemable share							(0.20	)

Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025

H	Reflects the elimination of non recurring expense.
I	Reflects the elimination of interest income and tax liability on interest income generated from the investments held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Note 1 — Description of the Proposed Transactions

On August 4, 2025, FGMC, BOXABL and FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary of FGMC (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for a two-step merger transaction (the “Mergers”) in which, first, Merger Sub will merge with and into BOXABL (the “First Merger”), with BOXABL surviving as a wholly-owned subsidiary of FGMC, and, immediately thereafter, BOXABL (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 “Combined Company”). By virtue of the consummation of the Mergers, the Combined Company will change its name to BOXABL Inc. The Boards of Directors of BOXABL, FGMC, and Merger Sub have unanimously approved the Merger Agreement and the transactions contemplated thereby.

Consideration

The aggregate merger consideration to be received by BOXABL stockholders is equal to a combination of preferred and common shares of FGMC that equals a total of $3,500,000,000, each at a deemed value of $10 per share. There is no minimum cash required to close the Merger.

Common Stock(1)			246,524,760
Preferred stock(2)			103,475,240
Value per share		$	10
Total share consideration		$	3,500,000,000

(1)	Represents the Combined Company Common Stock that will be issued and exchanged with the BOXABL Common Stock outstanding. This includes shares of common stock of the Combined Company underlying the convertible securities including stock option, restricted stock units and warrants of BOXABL.
(2)	Represents the Combined Company Merger Preferred Stock that will be issued and exchanged with the BOXABL Preferred Stock outstanding.

Closing Conditions

The closing of the Mergers is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of BOXABL and FGMC, effectiveness of a registration statement on Form S-4 to be filed by FGMC with the SEC in connection with the transaction, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, approval for listing of the Combined Company Common Stock on Nasdaq or NYSE, absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Merger Agreement.

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances. Either BOXABL or FGMC may terminate the agreement by written notice if the closing has not occurred on or before July 31, 2026 (the “Agreement End Date”), provided that the right to terminate on this basis is not available to any party whose breach of the agreement has proximately caused the failure of the closing to occur by such date. Termination is also permitted by mutual written consent of the parties, or by either party if a governmental authority enacts a law or order that makes consummation of the transactions illegal or otherwise prohibits the transaction, so long as the terminating party or its subsidiaries did not cause such prohibition by their own breach.

On November 3, 2025, Company entered into an amendment (the “Amendment”) to the Merger Agreement with BOXABL. Pursuant to the Amendment, the parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from December 31, 2025, to March 31, 2026.

On April 6, 2026, FGMC and BOXABL entered into an amendment to the Merger Agreement:

	(A)	to extend the Agreement End Date for the Merger Agreement from March 31, 2026 to July 31, 2026;
	(B)	that the Company and the Acquiror shall jointly enter into agreements, subject to any consent needed from ThinkEquity LLC, or amendments to existing agreements, providing for the release of any lock-up provisions applicable to the Acquiror Securities owned by the Sponsor Parties, Paolo Tiramani, Galiano Tiramani, or any of their respective Affiliates, such that such lock-up provisions shall automatically expire if the Acquiror Common Stock trades at or above $20.00 at any time, including during intraday trading;
	(C)	to clarify that the definition of Acquiror Securities includes the 8,295,800 rights (for the issuance of 829,580 shares of Acquiror Common Stock), each right entitling the holder thereof to receive one-tenth (1/10) of a share of Acquirer Common Stock upon the consummation of an initial business combination; and
	(D)	to provide that either the Company or the Acquiror has the right to terminate the Merger Agreement if either party has made a written request of the other party pursuant to the Merger Agreement and five Business Days have passed, and the requesting party has not received a response.

On May 6, 2026, FGMC and BOXABL entered into an amendment to the forms of Company Lock-Up Agreement and Sponsor Lock-Up Agreement in the Merger Agreement in order to implement the above-mentioned lock-up provisions.

Termination Provisions

Additional termination rights include the ability for either party to terminate if the required stockholder approvals from either BOXABL or FGMC are not obtained at their respective stockholder meetings, unless the failure to obtain such approval is due to the action or inaction of the party seeking termination. The agreement may also be terminated by one party if the other party has committed a material breach of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions, subject to a cure period of up to thirty (30) days (or any shorter period remaining before the Agreement End Date) after notice of such breach. Upon termination, the agreement becomes void and has no further effect, except for certain provisions that expressly survive, and subject to liability for any willful and material breach or actual fraud occurring prior to termination. Each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.

Certain Related Agreements

Sponsor Support Agreement

Concurrently with the execution of the Merger Agreement, FGMC, the Sponsor and BOXABL entered into the Sponsor Support Agreement. Pursuant to the Sponsor Support Agreement, the Sponsor agreed, among other things, (i) to vote in favor of the proposals presented at the FGMC Special Meeting, (ii) not to redeem any FGMC Common Shares owned by it in connection with the transactions contemplated by the Merger Agreement, and (iii) waive, to the fullest extent permitted by applicable law and FGMC’s governing documents, any rights to adjustment or other anti-dilution protections available under the FGMC Charter with respect to the rate at which shares of FGMC Preferred Stock held by the Sponsor convert into shares of FGMC Common Stock in connection with the transactions contemplated by the Merger Agreement. The Sponsor Support Agreement also includes a provision with respect to the payment by the Sponsor of expenses incurred by FGMC in connection with the Business Combination in excess of the FGMC Expense Cap. The Sponsor Support Agreement also provides that if there are any amounts outstanding under any working capital loan extended to FGMC by the Sponsor as of the Closing, then notwithstanding the terms of any such working capital loan, FGMC will repay such outstanding amounts to the Sponsor at the Closing solely in cash, and not in the form of FGMC Common Shares or any other form.

BOXABL Support Agreement

Concurrently with the execution of the Merger Agreement, FGMC, BOXABL and certain stockholders of BOXABL entered into the BOXABL Support Agreement. Pursuant to the BOXABL Support Agreement, certain BOXABL stockholders agreed to, among other things, at any meeting of the stockholders of BOXABL and in any action by written consent of the stockholders of BOXABL, with respect to the outstanding shares of BOXABL capital stock held by them, vote in favor of and consent to adopting the Merger Agreement and all other documents and transactions contemplated thereby, subject to the terms and conditions of the BOXABL Support Agreement. As of the record date for the BOXABL Special Meeting, such BOXABL stockholders accounted for approximately 73.79% of the number of then-outstanding shares of BOXABL Common Stock and approximately 73.79% of the voting power of the then-outstanding shares of BOXABL Common Stock.

Lock-Up Agreement

The Merger Agreement contemplates that, at the Closing, the Combined Company, the Sponsor and certain of the former stockholders of BOXABL will enter into the Lock-Up Agreements, pursuant to which the parties thereto will agree to restrictions on transfer for up to one year following the Closing Date with respect to the Lock-Up Shares (as defined in the Lock-Up Agreement), which lock-up, subject to certain exceptions, will end on the earlier of (i) with respect to 50% of the Lock-up Shares, the earlier of (A) twelve (12) months following the Closing Date and (B) the date on which the closing price of the Combined Company’s Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing Date, and (ii) with respect to the remaining 50% of the Lock-up Shares, twelve (12) months following the Closing Date, or earlier, in each case, if subsequent to the Closing Date, FGMC consummates a subsequent liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of FGMC’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Notwithstanding the foregoing, such lock-up provisions shall automatically expire if the Combined Company’s Common Stock trades at or above $20.00 at any time, including during intraday trading.

Note 2 — Basis of Presentation and Accounting Policies

The unaudited Pro Forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited Pro Forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that BOXABL will experience. BOXABL and FGMC did not have any historical relationship prior to the Business Combination. Accordingly, no Pro Forma adjustments were required to eliminate activities between companies.

The following unaudited Pro Forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing Pro Forma adjustment criteria with simplified Pro Forma adjustments that depict the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional Pro Forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur. BOXABL and FGMC have elected not to present any estimates related to potential synergies and other transaction effects that are reasonably expected to occur or have already occurred and will only be presenting Transaction Accounting Adjustments in the unaudited Pro Forma condensed combined financial information.

FGMC does not meet the definition of a “business” pursuant to ASC 805-10-55 as it is an empty listed shell holding only cash raised as part of its original equity issuance. As a result, the Business Combination does not qualify as a “business combination” within the meaning of ASC 805, Business Combinations; rather, the Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. See Note 3 — Accounting for the Business Combination for more details.

The historical financial statements of BOXABL have been prepared in accordance with U.S. GAAP. The historical financial statements of FGMC have been prepared in accordance with U.S. GAAP. The unaudited Pro Forma condensed combined financial information reflects U.S. GAAP, the basis of accounting used by BOXABL.

The unaudited Pro Forma condensed combined financial information reflects the actual redemption of FGMC’s Public Shares into cash in connection with the Closing, as more fully described below:

● Actual Redemption: Reflects the actual redemption of 3,466,086 shares of FGMC Public Shares in connection with the Closing, resulting in an aggregate cash payment of approximately $36.0 million out of the Trust Account based on a redemption price of approximately $10.40 per share.

The following table sets out share ownership of FGMC Common Stock on a Pro Forma basis reflecting the actual redemption of 3,466,086 shares of FGMC Public Shares in connection with the Closing:

		Shares				% holding
FGMC public stockholders(1)			5,333,914				2.10	%
FGMC Sponsors and affiliates(2)			2,273,130				*
FGMC Common Stock underlying Underwriter Units(3)			44,000				*
FGMC Common Stock underlying Advisor Units(3)			8,250				*
BOXABL stockholders(4)			246,524,760				96.99	%
Total			254,184,054				100	%

*	Less than 1%
(1)	Represents FGMC Public Shares including the public rights converted into common shares.
(2)	Represents Founder Shares held by Sponsor, Ramnarain Joseph Jaigobind and directors and officers pre-merger of FGMC. It also includes common stock underlying Private Units and the rights underlying the Private Units being converted into common stock.
(3)	Represent the common stock underlying the Underwriters and Advisors Unit including the right being converted into common shares underlying the Underwriter and Advisor Units.
(4)	Represent the exchange of BOXABL common shares into shares of FGMC upon closing of Business Combination. The amount includes the Convertible Securities of BOXABL being exchanged for common shares of Combined Company.

Note 3 — Accounting for the Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, FGMC, who is the legal acquirer, will be treated as the “acquired” company for accounting purposes and BOXABL will be treated as the accounting acquirer. Accordingly, the Business Combination will be treated as the equivalent of BOXABL issuing shares at the closing of the Business Combination for the net assets of FGMC as of the closing date, accompanied by a recapitalization. The net assets of FGMC will be stated at historical cost, with no goodwill or other intangible assets recorded.

BOXABL has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

● BOXABL stockholders have the majority voting interest in BOXABL;

● The BOXABL board will be composed as follows: BOXABL will have the right to designate four (4) directors and FGMC will have the right to designate one (1) director (a majority of the board who will qualify as independent directors under the Securities Act and the Nasdaq rules);

● BOXABL senior management will be the senior management of BOXABL post-merger;

● The business of BOXABL will comprise the ongoing operations of BOXABL; and

● BOXABL is the larger entity, in terms of substantive assets.

Another determining factor was that FGMC does not meet the definition of a “business” pursuant to ASC 805-10-55, Business Combinations (“ASC 805”), and thus, for accounting purposes, the Business Combination will be accounted for as a reverse recapitalization, within the scope of ASC 805. The net assets of FGMC will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of shares issued to FGMC over the fair value of FGMC’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Note 4 — Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026

A. Reflects the liquidation and reclassification of $82,136,888 funds held in the Trust Account to cash that becomes available following the Business Combination.

B. Represents preliminary estimated transaction costs expected to be incurred by FGMC and BOXABL of approximately $14,435,350 which represents underwriter fee, legal, accounting, printing, director and officer’s insurance and other transaction related fees incurred as part of the Business Combination.

● Total estimated transaction cost for FGMC is approximately $5,100,000, of which approximately $394,000 is allocated as prepaid director and officer insurance premium. The remaining $4,706,000 is included as an adjustment to additional paid-in capital

● Total estimated transaction cost for BOXABL is approximately $9,400,000, of which $2,300,000 is allocated as prepaid director and officer insurance premium. The remaining approximately $7,100,000 is included as an adjustment to additional paid-in capital

C. Represents the reclassification of FGMC’s Common Stock subject to possible redemption to permanent equity, reflecting the actual redemption of 3,466,086 FGMC shares for an aggregate redemption payment of $36,048,175.57 at a redemption price of approximately $10.40 per share in connection with the Closing.

D. Represents the exchange of outstanding BOXABL common shares into 246,524,760 shares of Combined Company at par value of $0.0001 per share upon the closing of Business Combination. This amount includes the BOXABL convertible securities including Stock Option, Warrants and Restricted Stock Units being exchanged for common shares.

E. Represents the exchange of outstanding BOXABL preferred shares into 103,475,240 shares of Combined Company Merger Preferred Stock at par value of $0.0001 per share upon the Business Combination.

F. Represents the elimination of FGMC historical accumulated earnings.

G. Represents the conversion of Public Rights, rights underlying the Private Units, rights underlying the Underwriter and Advisors Units into Combined Company’s common stock upon Business Combination

Note 5 — Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended March 31, 2026 and for the year ended December 31, 2025

The Pro Forma adjustments included in the unaudited Pro Forma condensed combined statement of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 are as follows:

H. Reflects the elimination of non-recurring FGMC expenses after giving effect to the Business Combination as if it had occurred on January 1, 2025.

I. Reflects the elimination of interest income and lax liability on interest income generated from the investments held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.

Note 6 — Net Earnings per Share

Represents the earnings per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2024. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented.

The following table sets out the pro forma dilution of common shares reflecting the actual redemption of 3,466,086 shares of FGMC Public Shares in connection with the Closing:

		Actual Redemption
FGMC public shareholders			5,333,914
FGMC Sponsors and affiliates(1)			2,273,130
FGMC common shares underlying Underwriter Units(2)			44,000
FGMC common shares underlying Advisor Units(2)			8,250
BOXABL shareholders(3)			246,524,760
Total common shares			254,184,054

(1) Represents Founder Shares held by Sponsor, Ramnarain Joseph Jaigobind and directors and officers pre-merger of FGMC. It also includes the Common Stock underlying Private Units and rights underlying the Private Units being converted into common stock.

(2) Represent the common stock underlying the Underwriters and Advisors Unit.

(3) Represent the exchange of BOXABL common shares into shares of FGMC upon closing of Business Combination. The amount includes the Convertible Securities of BOXABL being exchanged for common shares of Combined Company.

Year ended December 31, 2025		Actual Redemption
Proforma net loss		$	60,851,000
Weighted average shares outstanding of common stock – basic and diluted			254,184,054
Net loss per share – basic and diluted			(0.24	)

Exhibit 99.4

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes included elsewhere herein and in our consolidated financial statements.

Please note that certain prior period amounts have been reclassified to conform to the current period presentation. See “Note 13 – Revision of Previously Issued Consolidated Financial Statements” and “Note 14 – Revision of Unaudited Interim Condensed Consolidated Financial Statements” for a description of these changes.

Unless otherwise indicated, dollar amounts above $1,000 in this Report have been rounded to the nearest thousand, million or billion, as applicable.

In addition to our consolidated financial statements, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See above Note About Forward-Looking Statements.

Overview

General

The Company is a manufacturer of building systems and is in the process of aligning our production levels to match the demand for our products. In addition to our first Nevada manufacturing facility (“Factory 1”), which we took possession of in May 2021, we expanded our production capacity by signing leases for additional Nevada facilities (“Factory 3”) in June 2022 and (“Factory 2”) in May 2023, respectively. While our growth has mainly been funded by our capital raising activities as described below in “Liquidity,” we anticipate our increased manufacturing capacity will allow us to build Boxes more efficiently, and, in doing so generate additional revenue and profit in the future. We continue to improve our workforce, including the expansion of our business development and sales teams to focus and better support the outreach to B2B, B2C, and B2G sales channels, respectively.

The majority of US states have a statewide modular program which requires approval of a specific product prior to the product being able to be sold and installed within the state. The requirements to obtain these approvals vary across each state, and the approval process has resulted in delays in the Company’s ability to deliver the product across the country, which has impacted the timing and amount of the Company’s revenues.

The Company has obtained state modular approvals under state-wide modular housing programs in New Mexico, California, Nevada, and partially in South Carolina. The approvals were obtained as follows:

	●	During May 2024, we received approval to sell Casitas as Modular homes in California in certain climate zones.
	●	During July 2024, we received approval to sell Casitas under the Statewide Modular Program in New Mexico.
	●	During January 2025, we received approval to sell Casitas in Nevada under the Residential Building code.
	●	During January 2025, we received approval to sell Casitas under the Statewide Modular Program in all climate zones in California.
	●	During June 2025, we received approvals of plan sets for the Casita in South Carolina under the Statewide Modular Program, and our manufacturers license; factory certification is pending and the Company expects this within the next 6 months.
	●	During October 2025, we received approvals of plan sets for the Casita in Texas under the Statewide Modular Program. Factory certification is pending.*
	●	During December 2025, we received a critical license from the State of California as a “Commercial Modular Manufacturer”.

*Our manufacturing facility has completed all required inspections under the Texas Department of Licensing and Regulation (TDLR) Industrialized Housing and Building program. The International Code Council’s National Technical Approval (ICC-NTA) has submitted a recommendation for certification, and we are currently awaiting formal approval from TDLR. We anticipate that upon issuance, the certification will authorize the facility to produce modular housing in compliance with applicable Texas codes and regulations.

1

The Company had originally obtained approval for its Casita in Arizona in December 2023. However, the Arizona Department of Housing revoked this approval in May 2024 due to installation issues identified at one customer site in Arizona. The Company has assessed that these issues resulted from improper installation rather than the Company’s product and it is in active discussions with officials in Arizona to resolve the matter. The Company has submitted plans that are under review with the State of Arizona.

New sales within recently approved states and jurisdictions may continue to face delays due to the time needed for site preparation, arranging project funding for the purchaser, and other preparatory steps that are required to arrange delivery and installation of the units.

BOXABL also has been focused on selling its products in multiple jurisdictions that do not have a statewide modular housing program. In these areas, the ultimate approval is at the discretion of the local jurisdiction and is determined on a site-by-site basis. This pertains to the following areas:

	●	Oklahoma
	●	Utah*
	●	Wyoming
	●	Kansas
	●	West Virginia
	●	Hawaii
	●	Vermont
	●	Alaska
	●	Oregon
	●	Connecticut
	●	Delaware
	●	New York
	●	Tribal Lands

*Note that in March 2024, SB 168 was signed into law, effective May 1, 2024, establishing a state-wide modular housing program in Utah.

The Company retained multiple third-party inspection agencies to assist in achieving certification in multiples states with modular housing legislation simultaneously.

Merger Agreement

On August 4, 2025, the Company entered into an Agreement and Plan of Merger (as amended, 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 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” and together with the First merger, the “Mergers”), 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. and shall reincorporate from a Nevada Corporation to a Texas Corporation in accordance with the NRS and TBOC. The Boards of Directors of the Company, FGMC, and Merger Sub have unanimously approved the Merger Agreement and the transactions contemplated thereby.

At the effective time of the First Merger, each share of the Company’s common stock (other than certain excluded shares and any shares held by stockholders who properly exercise and do not lose their dissenter’s rights under applicable Nevada law) will be converted into the right to receive a number of shares of common stock of the Surviving Pubco, as determined by the exchange ratio set forth in the Merger Agreement. Each share of the Company’s preferred stock will be converted into the right to receive shares of Surviving Pubco’s preferred stock as determined by the preferred exchange ratio set forth in the Merger Agreement. Outstanding Company convertible securities will be assumed by the Surviving Pubco and become exercisable for shares of Surviving Pubco common stock, subject to adjustment as provided in the Merger Agreement. The aggregate merger consideration to be received by Company shareholders would be equal to a combination of preferred and common shares of FGMC that equals a total of $3,500,000,000, each at a deemed value of $10 per share.

2

Closing Conditions

The business combination is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of the Company and FGMC, effectiveness of a registration statement on Form S-4 to be filed by FGMC with the SEC in connection with the transaction, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, approval for listing of the Surviving Pubco common shares on Nasdaq or NYSE, absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Merger Agreement.

Termination Provisions

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances. Either the Company or FGMC may terminate the agreement by written notice if the closing has not occurred on or before March 31, 2026 (the “Agreement End Date”), provided that the right to terminate on this basis is not available to any party whose breach of the agreement has proximately caused the failure of the closing to occur by such date. Termination is also permitted by mutual written consent of the parties, or by either party if a governmental authority enacts a law or order that makes consummation of the transactions illegal or otherwise prohibits the transaction, so long as the terminating party or its subsidiaries did not cause such prohibition by their own breach.

Additional termination rights include the ability for either party to terminate if the required stockholder approvals from either the Company or FGMC are not obtained at their respective stockholder meetings, unless the failure to obtain such approval is due to the action or inaction of the party seeking termination. The agreement may also be terminated by one party if the other party has committed a material breach of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions, subject to a cure period of up to thirty (30) days (or any shorter period remaining before the Agreement End Date) after notice of such breach. Upon termination, the agreement becomes void and has no further effect, except for certain provisions that expressly survive, and subject to liability for any willful and material breach or actual fraud occurring prior to termination. Each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. See Exhibits 2.1 and 2.2 to this Annual Report on Form 10-K and incorporated herein by reference.

Related Agreements

In connection with the execution of the Merger Agreement, FG Merger Investors II LLC, the sponsor of FGMC, entered into a support agreement pursuant to which it agreed to vote its shares of FGMC in favor of the transaction and take certain other actions in support of the Mergers (the “Sponsor Support Agreement”). Certain stockholders of the Company entered into a support agreement pursuant to which they agreed to vote their shares of the Company in favor of the transaction and take certain other actions in support of the Mergers (the “Company Support Agreement”). At closing, the Company and FGMC will enter into lock-up agreements with certain Company stockholders (the “Company Lock-Up Agreements”) and with the sponsor (the “Sponsor Lock-Up Agreement”), restricting the transfer of certain shares for specified periods following the closing. The Company and FGMC previously entered into a confidentiality and non-disclosure agreement in connection with the transaction.

The foregoing description of the Sponsor Support Agreement, Company Support Agreement, Company Lock-Up Agreements, and Sponsor Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Sponsor Support Agreement, Company Support Agreement, Company Lock-Up Agreements, and Sponsor Lock-Up Agreement, respectively, copies of which are attached as Exhibits 10.23, 10.24, 10.25, and 10.26 to this Report, respectively, and incorporated herein by reference.

3

Trend Information

To date through March 27, 2026, we have manufactured 795 Casitas and have completed deliveries of 312 Casitas in 10 states, including Arizona, Nevada, California, Oklahoma, Utah, New Mexico, and South Carolina. The Company has remaining customer deposits of $3.6 million from 7,818 potential customers ranging from $100 to $9,000. The Company currently requires a $1,000 fee (increased from $500 beginning in Q4 of 2025) for providing a feasibility study related to a Casita order to survey the related location where the product is intended to be installed.

Leveraging insights from the regulatory journey, the Company has evolved its go-to-market strategy for the Casita product line to capitalize more effectively on high-demand opportunities accelerating approvals and market development in states like California, bolstered by recent regulatory advancements, while scaling back in areas with comparatively slower demand trajectories. This refined allocation of resources aligns the Company with market needs.

The Company has also initiated a faith-based vertical marketing strategy, which is benefited by favorable legislation in California allowing for streamlined property site approvals. In 2025, the Company entered into contracts to provide a total of 105 Casitas to faith-based organizations in California and Oklahoma.

The Company has been developing an expanded product line, which includes a variety of sizes and configurations that extend beyond our existing Casita model. The growing interest expressed by various external stakeholders including property developers and homebuilders have prompted us to explore additional sales channels. In January 2025, we announced the launch of prototypes of our Next Generation Products.

This includes the Baby Box, a 120 sq ft compact living space, on a towable trailer, designed to RV Standard NFPA 1192, and our Phase 2 Modular Building System, comprising Boxes (modules) of varying dimensions that stack and/or connect allowing a system where homebuilder customers are able to customize the Boxes to form different building types and floorplans.

For our BabyBox, we plan on beginning production of this product line manually with low capital investment to start.

For our Phase 2 Modular Building System, we have been prototyping the production over the past few months and built two model homes in our Factory. This product will eventually need a new production line, but we expect to initially manufacture this within our existing facility to minimize capital expenditures. We have developed various manufacturing concepts to manufacture this product in the future and expect the design and development changes to be completed within 2026.

For both our Phase 2 Modular Building System and Baby Box, there have been delays in development as the Company re-visits its product roadmap to align its production resources with its expectations of product demand.

In 2025, and following feedback from our customer base, we also introduced a 2-box configuration set up of our Casita including a 1 or 2 bedroom (for a total of 722 sq. ft.) set up for the California ADU market. This new floor plan can be produced with our existing production line, and the 2BR unit received California regulatory approval in November 2025.

Also, in 2025, the Company introduced a product, currently in research and development, known as Sanctuary. This is a modular housing system designed for rapid deployment of versatile shelters that can be used for emergency response and are configured in single (55 sq ft) and double (85 sq ft) occupancy layouts, which we believe will appeal to B2G customers and other organizations. The Sanctuary models are developed with a new proprietary panelized construction for superior thermal performance and rapid deployment. We anticipate that the new panel designs will initially be produced at our existing production facility.

4

Tariffs and Inflation

The U.S. government recently implemented new tariff measures affecting a broad range of imported materials. We have evaluated the potential impact of these actions on our operations and supply chain and do not expect them to have a material impact on our financial position or results of operations in the near term. Our operations are currently supported by a substantial inventory of completed units manufactured prior to the effective dates of the tariff adjustments, which reduces our near-term exposure to increased costs associated with imported materials. Additionally, as we transition into the next phase of our product development, including Phase 2, our sourcing strategy reflects a greater emphasis on domestic procurement. This shift is expected to further mitigate exposure to international trade disruptions and tariff-related cost volatility.

We believe that we are well positioned to react to potential increased costs from our suppliers in the future due to our cost-effective building components and manufacturing process in the factory setting compared to the cost of traditional construction of stick-built homes in the field, which would face similar cost increases. As a result, the Company believes that it would be able to pass on those costs to end customers while keeping the BOXABL solution competitive.

However, recent proposals to change the international trade framework have resulted in substantial regulatory uncertainty regarding international trade and trade policy, both in the United States and abroad. The U.S. government has also raised the possibility of other initiatives that may affect our business, including renegotiation of trade agreements with other countries and the introduction of new or increased import duties or tariffs with respect to products from a number of different countries. In light of this uncertainty and the unknown impact on the broader US and global economy in the future, we do not have clarity at this point over the potential medium to long term impacts our business may face. The availability of certain goods could be affected if foreign suppliers choose to limit their exposure to U.S. markets in response to unfavorable trade policies, which could negatively impact the ability of our suppliers to deliver materials or manufacturing equipment to us and, therefore, delay or impede our deliveries. Furthermore, rising inflation, slower economic growth and increases in unemployment that may result from global trade disruptions could further deflate consumer demand, which may impact the housing market more broadly, reducing demand for our products.

Results of Operations

Revenues

Our gross revenues for the year ended December 31, 2025 and 2024 were $1.5 million and $3.4 million, respectively. Revenue during the year ended December 31, 2025 was generated by the sale of 23 Casitas delivered to 15 customers as well as revenue generated mainly from the sale of parts and the sale of services to our Dealers/Installers. This is in comparison to the sale of 51 Casitas delivered to 8 customers during the year ended December 31, 2024. The decline resulted from the overhaul of the Company’s sales department driven by a change in the Company’s go to market strategy and to re-focus its sales and marketing to encompass coordinating the broader installation process. This refocus led us to replace a significant number of our sales and marketing team and employ staff with skill sets aligned to this broader focus, resulting in a decline in sales activity while the reconstituted sales and marketing team adjusted to the transition. During the year ended December 31, 2025, revenues from Casita sales to the 4 largest customers was approximately 45% of the Company’s total revenues. Of those customers, one customer, Hideaway Inn, represented 25% of revenues for the year ended December 31, 2025.

Cost of Goods Sold

Cost of goods sold consists primarily of the cost of products used in the production of the Company’s finished products, inbound and outbound shipping costs, the related labor and indirect overhead costs associated with that production. Cost of goods sold were $17.3 million and $15.0 million for the years ended December 31, 2025 and 2024, respectively.

Cost of goods sold for the years ended December 31, 2025 and 2024, consist of the following:

		Year Ended December 31,
(In Thousands)		2025				2024
Direct material/shipping			422				811
Direct labor			509				977
Manufacturing overhead			1,019				1,957
Stock based compensation (recapture)			(1,752	)			2,458
Inventory adjustments			17,116				8,763
Cost of goods sold			17,314				14,966

5

We produced 73 Casitas in the year ended December 31, 2025 and 140 Casitas in the year ended December 31, 2024. Our cost of goods sold increased significantly on a per units basis due to inventory adjustments related primarily to the write down of 68 units that management determined were obsolete following the inventory slow movement analysis, for which the Company determined that it was not cost effective to rework, resulting in an inventory write down of $8.4 million during 2025. In addition, during 2025, the Company recognized $8.7 million in inventory valuation adjustments within costs of goods sold related to adjusting the excess carrying value of its finished goods inventory to its net realizable value. See Note 5 to our audited consolidated financial statements for more information regarding inventory valuation adjustments. We continue to work to align production activity with delivery schedules.

Manufacturing overhead reflects the allocation of indirect labor, rent and lease expense, indirect supplies, scrap material, maintenance costs and depreciation of machinery and equipment. Manufacturing overhead, which was applied as an inventory valuation adjustment within cost of goods sold to adjust the excess carrying value of finished goods inventory to net realizable value, declined due to lower consumption of indirect materials and supplies consumed during production and lower indirect labor costs from a smaller workforce.

Reflected in the cost of goods sold in the 2025 period is the net recapture of $1.75 million of stock-based compensation expense resulting from terminations, compared to the recognition of $2.46 million of stock-based compensation expense within cost of goods sold in the 2024 period.

Operating Expenses

Operating expenses for the years ended December 31, 2025 and 2024, consisted of the following:

		December 31,
(In Thousands)		2025				2024
General and administrative		$	14,675			$	12,213
Sales and marketing			25,428				9,895
Research and development			3,297				6,592
Impairment loss			-				12,427
Total Operating expenses		$	43,400			$	41,127

General and administrative expenses consist of compensation and benefits for various positions including company administration, rents, shop supplies, and utilities. The increase in general and administrative expenses was primarily related to the addition of a non-cash charge of $4.0 million of legal settlement expense reflecting the value of Series A-1 Preferred Stock issued in various settlements, as well as higher third party legal costs related to the proposed Mergers and related preparatory work and higher compensation and benefits for additional staff in IT, Legal, and Accounting. Offsetting this increase was lower compensation expense due to reduced headcount overall as well as $887,000 of stock-based compensation recaptured in general and administrative expenses in the year ended December 31, 2025, compared to $1.9 million of stock-based compensation expense recognized in the year ended December 31, 2024.

We also incurred higher sales and marketing expenses in the year ended December 31, 2025 compared to the prior year. Starting in 2024 and increasing in 2025, the Company undertook significant new advertising campaigns to refine the marketing of the Company’s products, primarily focused on generating sales activity, as well as advertising to customers and potential investors, leading to a significant increase in sales and marketing expenses in the year ended December 31, 2025 compared to prior year. The main driver of this increase in sales and marketing expenses was the uptick in advertising for our Regulation A and Regulation D offerings. Advertising for these campaigns heavily increased leading up to the close of the offerings in June 2025. Consequently, upon the close of the offerings, advertising expenses decreased: in Q3 2025, the Company reduced its advertising expense by 87% from the prior quarter. Partially offsetting this increase was a recapture of $119,000 of stock-based compensation expense in the 2025 period compared to recognition of $1.3 million of stock-based compensation expense in the 2024 period.

6

Testing and developing BOXABL products involves significant costs to obtain permits and approvals. These costs included testing raw material used in production and researching industry standards and regulations. Research and development activity declined following our obtaining state approvals under modular housing programs in several states. Following BOXABL obtaining California statewide approval for the studio Casita in all climate zones in January 2025, along with approval for the 2-Bedroom Casita in California in the fourth quarter of 2025, we expect to focus future research and development efforts on expanding our product offering (1, 2, & 3-bed versions of the Casita), our Phase 2 Modular Building System, Sanctuary, and other new products like Baby Box. In catering to developers with our Phase 2 Modular Building System, we expect to offer both single-family and multi-family projects. We will also consider certain developer projects on a case-by-case basis, such as designing custom modules for commercial buildings.

During 2024, the Company recorded an impairment loss of deposits on equipment and fixed assets totaling $12.4 million related to assets and customized equipment that had been ordered for the anticipated ramp-up of the Company’s originally planned generation 2.0 Casita. Prompted by a key supplier of equipment failing to fulfill their obligation, the Company recognized an impairment loss for this customized equipment which was never delivered to the Company. The Company initiated legal proceedings against this vendor due to their failure to fulfill contractual obligations. The Company is seeking damages, specific performance, and other remedies as a result of the vendor’s non-performance. The matter is currently pending, and while the ultimate outcome remains uncertain, the Company does not anticipate any additional adverse impacts on its financial condition.

Stock-based Compensation Expense

The Company recognizes stock-based compensation expense based on fair value on the date of grant and recognized over the associated vesting periods. Vesting of RSU awards is generally subject to a 3-year service period and, as of October 18, 2024, also subject to a performance condition. Accordingly, stock-based compensation is recognized upon satisfaction of the service and performance condition. In the case of options, the Company uses the Black-Scholes pricing model to estimate the fair value of options on the date of grant that are then expensed on a straight-line basis over the vesting period. The Company accounts for forfeitures as they occur in the year of forfeiture and share-based compensation expense is adjusted accordingly.

For the years ended December 31, 2025 and 2024, the Company recaptured $3.8 million and recognized $7.2 million in stock-based compensation, respectively, which are allocated within cost of goods sold and operating expenses line items, as discussed above. The decrease is attributable to employee forfeitures upon terminations in 2025, offset by the vesting of stock options under the Company’s Amended 2021 stock incentive plan. See “Note 12. Stockholders’ Equity – Stock-based Compensation” for further discussion.

Total Other Income

For the years ended December 31, 2025 and 2024, our total other income was $1.7 million as compared to $1.8 million, respectively, primarily due to interest income on interest-bearing deposits offset by mark-to-market losses of $(207,000) on digital assets (BTC).

Liquidity and Capital Resources

Going Concern

The Company’s consolidated financial statements have been prepared under the assumption that the Company will be able to continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern is probable. Primarily due to slower sales associated with delays in obtaining US statewide modular approvals and customer readiness, the Company reported a net loss of $57.5 million and an operating cash outflow of $47.2 million for the year ended December 31, 2025. At December 31, 2025, the Company had an accumulated deficit of $776.0 million. Absent any other action, the Company will require additional liquidity to continue its operations over the next 12 months.

7

The continuing viability of the Company and its ability to continue as a going concern is dependent on the Company being successful in its continued efforts in growing its revenue and/or accessing additional sources of capital. Management’s plan to address this need includes (a) continued exercise of tight controls to conserve cash, (b) accelerating product sales, and (c) raising funds through equity financing. The Company conducted offerings of shares of its preferred stock through Regulation A and Regulation D in the United States and in a Canadian offering, that were finalized for settlement during the third quarter of 2025. However, there can be no assurances that management’s plans will be achieved.

Sources of Liquidity

To date, our operations have been financed by our exempt offerings of securities made in reliance on Regulation A, Regulation CF and both Rule 506(c) and Rule 506(b) of Regulation D in the United States and exempt offering regulations in Canada. For details regarding our securities offerings, see below Sales of Securities.

At December 31, 2025, our principal source of liquidity was our unrestricted cash and cash equivalents and short-term investments, which we achieved through our offerings of securities as discussed above. As of December 31, 2025, the Company held $29.0 million in unrestricted cash and cash equivalents, $893,000 in digital assets, and $0 in investments in short-term treasury notes, compared to $5.8 million in cash and cash equivalents, and $15.9 million held in short-term treasury notes as of December 31, 2024. If the transactions contemplated by the Merger Agreement are consummated, the Company will have access to amounts remaining in the trust account, following redemptions, of FGMC, which we anticipate to be approximately $20 to $40 million, as outlined in, and based on the assumptions and limitations set forth in, the Pro Forma Table in the Company’s S-4 Registration Statement included as Exhibit 99.1 hereto. Based on the Company’s most recent burn rate of $2.4 million per month (calculated from the operating cashflow in Q4 2025) and these factors, we anticipate that the current liquidity together with cash generated from sales of our products will be sufficient to meet our immediate cash needs for twelve months. 

The burn rate for the fiscal year ended December 31, 2025 was $4.1 million. For the three months ended December 31, 2025, the Company’s burn rate was $2.4 million. This decrease in burn rate reflects the Company’s having expended significant cash on the advertising of its investment offerings in the first half of 2025, inflating the burn rate.

When addressing our long-term liquidity requirements, we consider the next five years, from 2026 through 2030. We expect that funding for the Company’s operations will be driven primarily from the sales of the Company’s products, as well as future debt or equity capital raises. As of March 27, 2026, the Company had signed contracts for (but not shipped yet) 374 units. We expect that these sales contracts will convert to revenue, providing cash flow to the Company.

Historical Cash Flows

		Years Ended December 31,
(In Thousands)		2025				2024
Net cash used in operating activities		$	(47,175	)		$	(38,400	)
Net cash provided by investing activities		$	14,945			$	11,190
Net cash provided by financing activities		$	55,590			$	14,508

8

Operating Activities

Cash used in operating activities included net loss adjusted for several non-cash items such as depreciation and amortization, stock-based compensation, inventory valuation, and other non-cash expenses, in addition to the change in working capital as inventory balances increased.

Investing Activities

Primary investing activities included purchase of property, equipment, leasehold improvement, payment of security deposit for our factory and other facility, and acquisition and sales or maturities of short-term investments. The increase in cash flows provided by investing activities in 2025 was due to significantly reduced purchases of U.S. Treasuries during the period, offset by lower sales and maturities of U.S. Treasuries in the 2025 period compared to the 2024 period.

Financing Activities

Primary sources of our financing activities included net proceeds from issuance and sales of A-2 and A-3 Preferred Stock. This also includes proceeds received in advance of security issuance, which is included within the Company’s subscription liability.

Inventory

Our physical assets decreased with inventory of $18.8 million as of December 31, 2025, related to 367 inventory units, which is primarily comprised of $9.6 million related to 175 Casitas in finished goods and $6.7 million related to 192 work-in-process units. This compares to $24.3 million in inventory as of December 31, 2024, primarily comprised of 397 Casitas classified as finished goods. During 2025, the Company decided to rework certain of its existing units to meet California modular specifications so that these units are able to be sold in California, as discussed in Note 5 of our consolidated financial statements. In the second quarter of 2025, approximately $7.1 million of inventory was reclassified from finished goods to work-in-process on the consolidated balance sheet.

The decline in the Company’s December 31, 2025 total inventory balance mainly relates to the write down of 68 units ($8.4 million) in 2025 that had been held in inventory for an extended time period and for which the Company determined that it was not cost effective to rework.

Property, Plant and Equipment

Property, Plant and Equipment decreased to $7.3 million as of December 31, 2025 compared to $8.9 million as of December 31, 2024 primarily resulting from depreciation of machinery and equipment at our manufacturing facility.

Sales of Securities

During the years ended December 31, 2025 and 2024, the Company conducted offerings under Regulation A, Regulation D, and in a Canadian offering. These offerings terminated in June 2025. The following table reflects the Company issuances of securities in these offerings in 2025 and 2024:

(In Thousands)		Year Ended December 31, 2025								Year Ended December 31, 2024
Offering		Shares Sold				Gross Proceeds				Shares Sold				Gross Proceeds
Regulation A (Series A-3)			67,426			$	52,589				18,085			$	14,000
Regulation D (Series A-3)			9,813				7,518				5,545				3,245
Canada (Series A-2)			46				35				325				260
Total			77,286			$	60,142				23,955			$	17,505

The Company also issued 5,264,068 shares of Series A-1 Preferred stock in connection with various settlements for which we received no cash proceeds but recognized $4.2 million in legal settlement expenses.

9

In addition, in connection with the issuance of shares of Series A-3 Preferred Stock in 2024 and 2023, the Company had issued warrants that are exercisable for shares of Series A-3 Preferred Stock at a price of $0.80 per share. Subsequent to December 31, 2025 and through March 27, 2026, 677,750 warrants were exercised, resulting in the issuance of 677,750 shares of Series A-3 Preferred Stock for gross proceeds of $542,200.

Material Commitments and Obligations

Expense Commitments

As of December 31, 2025, we reported current lease liabilities of $3.5 million compared to $3.5 million as of December 31, 2024. Our long-term lease liability decreased to $3.6 million as of December 31, 2025, from $7.2 million as of December 31, 2024, due to the passage of time.

Customer Deposits

Our main non-lease liability is the Company’s obligation to customers who have placed deposits on the purchase of our products. As of December 31, 2025, the Company held customer deposits in the amount of $3.6 million, which was relatively unchanged compared to $3.6 million as of December 31, 2024, with new deposits generally matching refunds and/or application of customer deposits to customer orders that were fulfilled during 2025.

Deferred Revenue

As of December 31, 2025, our balance sheet carried $1.5 million of deferred revenue related primarily to advanced deposits on unfulfilled purchase orders, with 3 customers, each representing 10% or more of these deferred revenues, constituting approximately 42% of total deferred revenue. This compares to $2.3 million of deferred revenue as of December 31, 2024. Deferred revenue generally occurs when the Company receives payments from the customer in advance of the Company shipping units to that customer. Pursuant to ASC 606, Revenue Recognition, the Company records deferred revenue for paid, unfulfilled performance obligations which are represented by the Casitas or installer training sessions that had not yet been delivered as of the date of the consolidated financial statements.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements as of December 31, 2025 or December 31, 2024.

Critical Accounting Policies and Estimates

Inventory Valuation

Inventories consist of raw materials, in-bound freight and duties, work in progress, and finished goods. Inventories are stated at the lower of cost or net realizable value, with cost determined using an allocation methodology, which approximates actual cost. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, bulk sales, and the expected recoverable values for each disposition category. On a periodic basis, the Company performs a physical count of its inventory and records an inventory valuation allowance for inventory that has become obsolete or inventory that has a cost basis in excess of the expected net realizable value. Damaged and obsolete inventory are valued based on specific identification and management’s estimate of net realizable value, including consideration of whether the items are usable in current or future production. Any difference between cost and estimated realizable value is recognized as an expense.

Stock-Based Compensation

The Company applies ASC 718, Stock-Based Compensation for all stock-based awards, including stock options and restricted stock units, that are measured at fair value on the date of grant and recognized over the associated vesting periods. The fair value of stock options is estimated on the date of grant using a Black-Scholes model. The fair value of restricted stock awards is estimated on the date of the grant based on the fair value of the Company’s underlying common stock. The Company recognizes compensation expense for stock options on a straight-line basis over the associated service or vesting periods. Effective October 18, 2024, restricted stock awards became subject to a performance condition, which defers vesting of restricted stock awards until a monetization event. Accordingly, the Company shall not recognize stock-based compensation from restricted stock awards until a monetization event becomes probable.

Determining the grant date fair value of stock options using the Black-Scholes option-pricing model requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.

10

Exhibit 99.5

Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 (audited)	F-2
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025	F-3
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025	F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	F-5
Notes to Unaudited Condensed Consolidated Financial Statements	F-6

F-1

BOXABL INC.

Unaudited CONDENSED CONSOLIDATED BALANCE SHEETS

		(Unaudited)				(Audited)
		As of
(In Thousands)		March 31, 2026				December 31, 2025
		(Unaudited)				(Audited)
ASSETS
Current assets:
Cash and cash equivalents		$	22,256			$	29,022
Accounts receivable			1,127				41
Loan receivable – current			16				20
Escrow receivable			189				135
Inventories, net			18,177				18,848
Other current assets			1,026				798
Total current assets			42,791				48,864
Non-current assets:
Restricted cash			3,987				3,968
Property and equipment, net			6,864				7,335
Digital assets			696				893
Intangible assets, net			346				498
Right of use assets, net			5,773				6,646
Deposits on equipment			268				93
Loan receivable - non-current			20				20
Security deposits			854				854
Other long term assets			59				88
Total non-current assets			18,867				20,395
Total assets		$	61,658			$	69,259
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			1,720				984
Customer deposits			3,287				3,551
Deferred revenue			1,809				1,548
Lease liability- current			3,298				3,520
Subscription liability			26				-
Accrued expenses and other current liabilities			1,830				1,991
Total current liabilities			11,970				11,594
Long-term liabilities:
Lease liability - non-current			2,950				3,648
Total liabilities		$	14,920			$	15,242
Commitments and contingencies – See Note 13			-				-
Stockholders’ equity:
Series A Preferred Stock $0.00001 par, 0.25 billion shares authorized, 188,540 and 188,540 thousand shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			2,566				2,566
Series A-1 Preferred Stock $0.00001 par, 1.10 billion shares authorized, 855,869 and 855,869 thousand shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			634,479				634,479
Series A-2 Preferred Stock $0.00001 par, 2.05 billion shares authorized, 174,324 and 174,324 thousand shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			101,003				101,003
Series A-3 Preferred Stock $0.00001 par, 8.75 billion shares authorized 109,854 and 109,209 thousand shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			77,165				76,649
Unclassified Preferred Stock $0.00001 par, 2.25 billion shares authorized, 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			-				-
Preferred Stock Value			-				-
Common Stock $0.00001 par, 17.8 billion shares authorized, 3.00 billion shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively			30				30
Additional paid-in capital			15,058				15,274
Accumulated deficit			(783,563	)			(775,984	)
Total stockholders’ equity			46,738				54,017
Total liabilities and stockholders’ equity		$	61,658			$	69,259

See accompanying notes to unaudited interim condensed consolidated financial statements

F-2

BOXABL INC.

UNAUDITED CONDENSED CONSOLIDATED Statements of COMPREHENSIVE LOSS

(In Thousands, except per share amounts)		March 31, 2026				March 31, 2025
		For The Three Months Ended
(In Thousands, except per share amounts)		March 31, 2026				March 31, 2025
Revenues		$	1,556			$	123
Cost of goods sold			4,909				2,118
Gross loss			(3,353	)			(1,995	)
Operating expenses:
General and administrative			3,189				1,807
Sales and marketing			525				6,350
Research and development			566				583
Total operating expenses			4,280				8,740
Loss from operations		$	(7,633	)		$	(10,735	)
Other income (expense):
Interest income			209				302
Mark-to-market adjustment on digital assets			(197	)			-
Other income			42				170
Total other income (expense), net:			54				472
Net loss attributed to common stockholders		$	(7,579	)		$	(10,263	)
Weighted average common shares outstanding -basic and diluted			3,000,000				3,000,000
Net loss per common share - basic and diluted			(0.00	)			(0.00	)
Comprehensive Loss
Net Loss		$	7,579			$	10,263
Unrealized loss on investments		$	-			$	35
Comprehensive Loss		$	7,579			$	10,298

See accompanying notes to unaudited interim condensed consolidated financial statements

F-3

BOXABL INC.

UNAUDITED CONDENSED CONSOLIDATED statements of stockholders’ equity

(In Thousands)		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Income (Loss)				Equity
		Series A-3 Preferred Stock								Series A-2 Preferred Stock								Series A-1 Preferred Stock								Series A Preferred Stock								Common Stock								Paid-in				Accumulated				Accumulated Other Comprehensive				Stockholders’
(In Thousands)		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Income (Loss)				Equity
Balance as of January 1, 2025			31,973			$	20,443				174,278			$	100,969				850,605			$	630,265				194,423			$	2,671				3,000,000			$	30			$	19,322			$	(718,435	)			170			$	55,435
Issuance of preferred stock			15,710				12,199				-				-				-				-				-				-				-				-				-				-				-				12,199
Shares Retired			(4	)			(3	)			-				-				(5,882	)			(105	)			-				-				-				-				-				-				-				(108	)
Offering costs							(775	)			-				-				-				-				-				-				-				-				-				-				-				(775	)
Stock based compensation			-				-				-				-				-				-				-				-				-				-				(2,943	)			-				-				(2,943	)
Net Loss			-				-				-				-				-				-				-				-				-				-				-				(10,263	)			-				(10,263	)
Net Loss on Investments			-				-				-				-				-				-				-				-				-				-				-				-				(35	)			(35	)
Balance as of March 31, 2025			47,679			$	31,864				174,278			$	100,969				844,723			$	630,160				194,423			$	2,671				3,000,000			$	30			$	16,379			$	(728,698	)			135			$	53,510
Balance as of January 1, 2026			109,209			$	76,649				174,324			$	101,003				855,869			$	634,479				188,540			$	2,566				3,000,000			$	30			$	15,274			$	(775,984	)			-			$	54,017
Balance			109,209			$	76,649				174,324			$	101,003				855,869			$	634,479				188,540			$	2,566				3,000,000			$	30			$	15,274			$	(775,984	)			-			$	54,017
Issuance of preferred stock			645				516				-				-				-				-				-				-				-				-				-				-				-				516
Stock based compensation			-				-				-				-				-				-				-				-				-				-				(216	)			-				-				(216	)
Shares retired			-				-				-				-				-				-				-				-				-				-				-				-				-				-
Shares Retired			-				-				-				-				-				-				-				-				-				-				-				-				-				-
Net loss			-				-				-				-				-				-				-				-				-				-				-				(7,579	)			-				(7,579	)
Net loss on investments		-	-				-				-				-				-				-				-				-				-				-				-				-				-				-
Balance as of March 31, 2026			109,854			$	77,165				174,324			$	101,003				855,869			$	634,479				188,540			$	2,566				3,000,000			$	30			$	15,058			$	(783,563	)			-			$	46,738
Balance			109,854			$	77,165				174,324			$	101,003				855,869			$	634,479				188,540			$	2,566				3,000,000			$	30			$	15,058			$	(783,563	)			-			$	46,738

See accompanying notes to unaudited interim condensed consolidated financial statements

F-4

BOXABL INC.

UNAUDITED CONDENSED CONSOLIDATED statements of cash flows

(In Thousands)		March 31, 2026				March 31, 2025
		For the Three Months Ended
(In Thousands)		March 31, 2026				March 31, 2025
Cash flows from operating activities:
Net loss		$	(7,579	)		$	(10,263	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			327				466
–Stock based compensation net recapture			(216	)			(2,943	)
Provision for credit losses (recoveries)			(93	)			52
Mark to market on digital assets			197				-
Inventory valuation adjustments			1,897				2,149
Reserve for inventory obsolescence			964				-
Changes in operating assets and liabilities:
Accounts receivable			(990	)			53
Escrow receivable			(55	)			(2,311	)
Inventories			(1,880	)			(1,655	)
Other current assets			(229	)			(342	)
Loan receivable			3				(172	)
Accounts payable			738				(487	)
Deferred revenue			261				359
Customer deposits			(264	)			(132	)
Other long term assets			29				-
Accrued expenses and other current liabilities			(161	)			452
Right of use assets and liabilities			(47	)			(11	)
Net cash used in operating activities			(7,098	)			(14,785	)
Cash flows provided by investing activities:
Purchase of property and equipment			-				(100	)
Deposits on equipment			(175	)			-
Purchase of intangible assets			(16	)			(16	)
Gross proceeds from sale and maturities of investments			-				8,798
Net cash (used in) provided by investing activities			(191	)			8,682
Cash flows provided by financing activities:
Proceeds from sale of preferred stock, net of offering costs and escrows			-				12,007
Proceeds from exercise of warrants			516				-
Proceeds (settlements) of subscription liability			26				(241	)
Net cash and cash equivalents provided by financing activities			542				11,766
Change in cash, cash equivalents, and restricted cash			(6,747	)			5,663
Cash, cash equivalents, and restricted cash beginning of year			32,990				9,630
Cash, cash equivalents, and restricted cash end of the period		$	26,243			$	15,293
Non cash investing and financing activities:
Investments held in escrow		$	-			$	1,728
Purchase of assets in accounts payable		$	-			$	68

The following table provides a reconciliation of cash, cash equivalents and restricted cash to the amounts recorded on the Company’s unaudited interim consolidated balance sheets

(In Thousands)		2026				2025
		March 31,
(In Thousands)		2026				2025
Cash and cash equivalents		$	22,256			$	11,392
Restricted cash			3,987				3,901
Cash, cash equivalents, and restricted cash end of the period		$	26,243			$	15,293

See accompanying notes to unaudited interim condensed consolidated financial statements

F-5

BOXABL INC.

notes to UNAUDITED INTERIM CONDENSED CONSOLIDATED financial statements

(Unaudited, all figures in thousands, except per share amounts and unit quantities unless otherwise indicated)

NOTE 1 – INCORPORATION AND NATURE OF OPERATIONS

Description of Business

BOXABL Inc. is a Nevada corporation originally organized as a Nevada limited liability company on December 2, 2017, and converted to a corporation on June 16, 2020. The Company’s subsidiaries include BOXABL NV Dealer, LLC (Nevada), Build IP LLC (Nevada), and BOXABL Developer, LLC (Texas). These unaudited interim condensed consolidated financial statements include the results of all subsidiaries and have been prepared in accordance with GAAP. The Company’s headquarters are in Las Vegas, Nevada.

BOXABL Inc. has developed a modular building system using advanced manufacturing processes and automotive-industry technology. Its products, referred to as “Casitas” or “Boxes,” are sustainable, high-quality buildings that benefit from mass-production practices. The Company has also developed patented folding and shipping technology enabling transport over existing roadways.

The Company’s Casitas can be configured for sale as a Park Model RV under ANSI A119.5 in the majority of U.S. states, and as a modular home in New Mexico, Nevada, California, Texas, and South Carolina, as well as in certain jurisdictions without a state-regulated modular program.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. They do not include all information and footnotes required for complete annual financial statements. In the opinion of management, all adjustments necessary for a fair statement have been included. All intercompany transactions and balances have been eliminated in consolidation. Operating results for the three months ended March 31, 2026 are not necessarily indicative of results for the full year ending December 31, 2026. Amounts are expressed in U.S. dollars, rounded to the nearest thousand. The Company’s fiscal year ends December 31.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2026.

The Company is an “emerging growth company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, (the “Exchange Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company may take advantage of the extended transition period provided in Section 13(a) of the Exchange Act for complying with new or revised accounting standards. The Company has elected to take advantage of this extended transition period and accordingly is not required to adopt new or revised accounting standards on the effective dates as they apply to public companies.

F-6

Proposed Business Combination

On August 4, 2025, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with FG Merger II Corp., a Nevada corporation (“FGMC” or “Acquiror”), and FG Merger Sub II Inc., a wholly-owned FGMC subsidiary (“Merger Sub”). The Merger Agreement provides for a two-step transaction: first, Merger Sub merges with and into the Company (the Company surviving as a wholly-owned subsidiary of FGMC), and immediately thereafter the Company merges with and into FGMC, with FGMC continuing as the surviving public company renamed BOXABL Inc. (“Surviving Pubco”).

At the effective time of the First Merger, each share of the Company’s common stock (other than certain excluded shares and any shares held by stockholders who properly exercise and do not lose their dissenter’s rights under applicable Nevada law) will be converted into the right to receive a number of shares of common stock of the Surviving Pubco, as determined by the exchange ratio set forth in the Merger Agreement. Each share of the Company’s preferred stock will be converted into the right to receive shares of Surviving Pubco’s preferred stock as determined by the preferred exchange ratio set forth in the Merger Agreement. Outstanding Company convertible securities will be assumed by the Surviving Pubco and become exercisable for shares of Surviving Pubco common stock, subject to adjustment as provided in the Merger Agreement. The aggregate merger consideration is $3,500,000,000 in Surviving Pubco preferred and common shares at a deemed value of $10 per share. The transaction is intended to qualify as a reorganization within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the Internal Revenue Code.

The Merger Agreement was originally entered into with an Agreement End Date of December 31, 2025. It was amended on November 3, 2025 to extend the Agreement End Date to March 31, 2026, and again on April 6, 2026 to, among other things: (i) extend the Agreement End Date to July 31, 2026; (ii) modify lock-up provisions applicable to the Sponsor Parties, Paolo Tiramani, Galiano Tiramani, and their respective affiliates such that those provisions automatically expire if the surviving company’s common stock trades at or above $20.00 per share at any time (including intraday); (iii) clarify that Acquiror Securities include 8,295,800 outstanding rights, each representing one-tenth of one share of common stock; and (iv) provide either party the right to terminate the Merger Agreement if a written response has not been received within five business days of a written request thereunder. The closing remains subject to SEC effectiveness of the Form S-4 registration statement (as amended, currently filed but not yet declared effective), approval by stockholders of both the Company and FGMC, Nasdaq listing approval, and other customary conditions. There can be no assurance the transaction will close.

Related Agreements

In connection with the Merger Agreement, FG Merger Investors II LLC (the “Sponsor”) entered into a support agreement to vote its FGMC shares in favor of the transaction. Certain Company stockholders entered into support agreements to vote their shares in favor of the transaction. At closing, the parties will enter into lock-up agreements (subject to the modifications described above). The Company and FGMC have entered into a confidentiality and non-disclosure agreement.

Use of Estimates

The preparation of these financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures. These estimates are based on information available as of the date of the financial statements, including historical information and various assumptions that management believes are reasonable. Actual results could differ materially from these estimates.

Risks and Uncertainties

The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide, along with local, state, and federal governmental policy decisions. Adverse conditions, including recession, economic downturn, or governmental policy changes, could affect the Company’s financial condition, results of operations, and cash flows.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following hierarchy:

Level 1 – Quoted prices for identical assets and liabilities in active markets. The Company’s investments in U.S. Treasury securities and digital assets (Bitcoin) are Level 1 instruments.

Level 2 – Observable inputs other than quoted prices included in Level 1.

Level 3 – Unobservable inputs based on the Company’s own assumptions. The Company values employee stock options (NQSOs, ISOs) and RSUs at grant date fair value using Level 3 inputs. See Note 12.

F-7

Restricted Cash and Deposits

On June 1, 2023, the Company deposited $3,714 thousand as a facility lease security deposit. On January 31, 2024, the Company paid an additional $259 thousand deposit for tenant improvements. On June 12, 2025, the Company received a partial refund of $245 thousand. As of March 31, 2026 and December 31, 2025, the Company held $3,987 thousand and $3,968 thousand, respectively, as restricted cash.

Accounts Receivable

Accounts receivable consists of amounts due from customers for Casita sales and services. The portion estimated to be uncollectible is recorded as a credit loss provision, a contra receivable balance, in accordance with ASC 326 (ASU 2016-13), Current Expected Credit Losses (“CECL”). As of March 31, 2026 and December 31, 2025, the allowance for credit losses associated with accounts receivable was $96 thousand and $191 thousand, respectively.

Investments in Marketable Debt Securities

When held, the Company classifies its U.S. Treasury bill and note investments as available-for-sale debt securities, reported at fair value with unrealized gains and losses recorded in other comprehensive income (loss). As of March 31, 2026 and December 31, 2025, the Company held no short-term treasury investments.

Inventories, net

Inventories consist of raw materials, in-bound freight and duties, work-in-progress, consignment, and finished goods. Inventories available for sale are valued at the lower of cost or net realizable value. Cost is determined using an allocation methodology, which approximates actual cost. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, bulk sales, and the expected recoverable values for each disposition category.

The Company maintains a slow-movement inventory policy under which an allowance for inventory obsolescence is established as a percentage of net realizable value based on the age of inventory units.

Inventory items that the Company deems to have no foreseeable use or are physically damaged are subject to a 100% allowance upon identification.

Inventory items are classified as having no foreseeable use or as physically damaged based on a formal evaluation performed in conjunction with the Company’s quarterly physical inventory count.

No foreseeable use is determined when inventory units have no current or anticipated production application, have been superseded by updated component specifications or design changes, are in excess of any reasonably foreseeable production demand based on current backlog and sales pipeline, or relate to discontinued product configurations or supplier relationships. Such determinations are made by production and engineering personnel in coordination with purchasing and are documented at the time of the quarterly count.

Physically damaged inventory is identified through direct inspection during the quarterly physical count process. Units are classified as physically damaged when they exhibit structural defects, material degradation, or other conditions that render them unsuitable for incorporation into finished goods or resale. Damaged units are tagged, segregated from usable inventory, and documented in the Company’s inventory management system with a description of the damage observed.

The allowance for slow-moving or obsolete inventory is recorded as a reduction to inventory with a corresponding charge to cost of goods sold. As of March 31, 2026 and December 31, 2025, the allowance for inventory obsolescence established under this slow-movement policy was $964 thousand and $0, respectively, and inventories are presented net of the aggregate allowance on the consolidated balance sheet. This policy was adopted effective January 1, 2026.

On a quarterly basis, the Company performs a physical count of its inventory and records an inventory valuation allowance for specific inventory items that have become obsolete or have a cost basis in excess of expected net realizable value. The book value of obsolete inventory items is netted against the Company’s allowance for slow moving inventories, and any differences between cost and estimated realizable value is recognized as an expense.

Loan Receivables, net

Loan receivables consist of formal credit arrangements with customers, where a portion of the sales proceeds consist of an interest-bearing loan originated by the Company. Loan receivables are classified as current or non-current based on contractual term. A credit loss allowance is recorded in accordance with ASC 326 (CECL). To mitigate credit losses, the Company reviews the borrower’s creditworthiness and generally requires an unlimited personal guarantee from the borrower’s sponsor and ensures the loan is secured by the underlying Casita asset.

F-8

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance, repairs, and minor improvements are charged to expense as incurred. When property and equipment is retired or disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized. Major improvements with economic lives greater than one year are capitalized. Leasehold improvements are depreciated over the lesser of the lease term or estimated useful life. Depreciation is computed using the straight-line method over the following estimated useful lives:

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

Computers and other peripheral equipment			3 years
Furniture and fixtures			7 years
Machinery and equipment			5-15 years
Tenant improvements			2-5 years
Vehicles			5 years
Casita fixed assets			25 years

Digital Assets

The Company adopted a Bitcoin (“BTC”) treasury reserve strategy in May 2025. The Company accounts for its digital assets, which are comprised solely of BTC, under ASU 2023-08 (Intangibles – Goodwill and Other – Crypto Assets, Subtopic 350-60), which requires BTC to be measured at fair value each reporting period with gains and losses recognized in net income. The Company determines the fair value of its BTC based on quoted prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for BTC (Level 1 input). Changes in fair value are recognized within other income (expense) in the statements of comprehensive loss. The Company’s BTC is initially recorded at cost, inclusive of transaction costs and fees, and subsequently remeasured at fair value. The Company establishes a deferred tax liability if the BTC fair value at the reporting date exceeds its average cost basis.

The following table summarizes the Company’s digital asset purchases, gains (losses) on digital assets, for the three months ended:

 SCHEDULE OF DIGITAL ASSETS PURCHASE

(In Thousands, except number of Bitcoins)
Digital asset carrying value at January 1, 2025			-
Bitcoins Purchased			10
Digital asset purchases		$	1,100
Mark to market			(207	)
Digital asset carrying value at December 31, 2025		$	893
Bitcoins Purchased			-
Digital asset purchases		$	-
Mark to market			(197	)
Digital asset carrying value at March 31, 2026		$	696

As of March 31, 2026, the Company held 10 Bitcoin with an aggregate cost basis of $1,100 thousand and a fair value of $696 thousand, resulting in a cumulative unrealized loss of $404 thousand.

The Company did not sell any of its Bitcoins during the three months ended March 31, 2026. The Company did not hold any Bitcoin during the three months ended March 31, 2025.

Intangible Assets

The Company has intangible assets amortized over their respective estimated lives on a straight-line basis, and reviewed for impairment whenever events or circumstances indicate the carrying amount may not be recoverable. The Company’s intangible assets include intellectual property associated with Patents and Trademarks (amortized over 14 years or the stated expiration date, whichever is more determinable), implementation costs for cloud computing and hosting arrangements for SaaS arrangements (amortized over economic or legal life, whichever is shorter), and domain names. The Company applies the following useful lives:

SCHEDULE OF USEFUL LIVES OF INTANGIBLE ASSETS

Intellectual property			14 years
Software			1–3 years
Domain			5 years

Software development costs for software being developed for sale or external use are recognized in research and development expenses until the software has reached technological feasibility.

F-9

Revenue Recognition

Revenue is recognized under ASC 606 when performance obligations are satisfied. Control of Casitas generally transfers upon shipment. Occasionally, performance obligations may also include delivery, installation, or other services. Customer payments received prior to the delivery are recorded as deferred revenue and recognized when the performance obligation is satisfied. Revenue is measured at the transaction price, net of estimated returns, discounts, and amounts collected on behalf of third parties.

Cost of Goods Sold

Cost of goods sold includes material costs, inbound and outbound freight, direct labor, and allocated overhead. Inventory write-downs or slow-moving inventory allowances are charged to cost of goods sold.

Advertising Costs

Advertising and promotional costs are expensed as incurred. Marketing costs attributable to equity issuances are recorded as a reduction of offering proceeds.

Research and Development

Research and development costs consisting of design, materials, and consultants related to prototype and process improvements and developments are expensed as incurred.

Concentration of Credit Risk

Cash and Cash Equivalents:

Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company classifies all highly liquid instruments with an original maturity of three months or less as cash equivalents. Due to the short maturity of these cash equivalents, the carrying amounts of these instruments approximate their fair values. Cash and cash equivalents are maintained at high quality financial institutions. As of March 31, 2026 and December 31, 2025, the Company’s deposits exceeded the Federal Deposit Insurance Corporation (FDIC) limit. The Company has not experienced any losses with respect to its cash balances.

Based upon assessment of the financial condition of these institutions, management considers that the risk of loss of any uninsured balances does not have a significant impact on the Company’s operations.

Customers:

During the three months ended March 31, 2026 and 2025, revenues from 1 customer made up 71% and 48% of the Company’s revenues, respectively. As of March 31, 2026 and December 31, 2025, loan receivables from 2 customers represented 89% and 89% of the Company’s loan receivable. As of March 31, 2026 Accounts Receivable from 1 customer represented 93% of the Company’s accounts receivable. As of December 31, 2025, there were no customers with significant concentrations of Accounts Receivable.

Stock-Based Compensation

The Company applies ASC 718 to all stock-based awards. Stock options are valued at the fair value on the date of the grant is issued using Black-Scholes and recognized on a straight-line basis over the vesting period. Effective October 18, 2024, RSUs are subject to a performance condition (a monetization event); no RSU compensation is recognized until such event becomes probable.

F-10

See Note 12 – Stockholders’ Equity – Preferred and Common Stock for a description of the amendments to the Company’s articles of incorporation and Note 12 – Stockholders’ Equity – Stock-based Compensation for a description of our amended and restated Plan, each of which became effective October 18, 2024.

Determining the grant date fair value of options using the Black-Scholes option-pricing model requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.

Income Taxes

The Company accounts for income taxes under ASC 740 using the asset and liability method. Deferred tax assets are reduced by a valuation allowance when it is more likely than not they will not be realized.

Contingencies

The Company is involved in lawsuits, claims, and proceedings, which arise in the ordinary course of business. In accordance with the FASB ASC Topic 450 Contingencies, the Company shall make a provision for a liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated.

Basic and Diluted Net Loss Per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. Diluted net loss per share reflects the actual weighted average of common shares issued and outstanding during the period plus potential common shares. Stock options and convertible instruments are considered potential common shares and are included in the calculation of diluted net loss per share when their effect is dilutive. As all potentially dilutive securities are anti-dilutive for the periods presented as a result of the net loss, diluted net loss per share is the same as basic net loss per share for each period.

The following table summarizes potentially dilutive securities and the resulting common share equivalents outstanding as of March 31, 2026 and December 31, 2025, respectively, that were excluded from the diluted share computation:

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES OUTSTANDING

(In Thousands)		March 31, 2026				December 31, 2025
		Balance as of
(In Thousands)		March 31, 2026				December 31, 2025
Stock options			43,641				43,817
Restricted stock units			122,266				127,936
Warrants			-				18,573
Preferred stock			1,328,587				1,327,942
Potentially dilutive shares			1,494,494				1,518,268
Potentially dilutive securities, shares			1,494,494				1,518,268

Leases

The Company accounts for operating leases under ASC 842. Right-of-Use (“ROU”) assets and lease liabilities are recognized at the present value of future minimum lease payments. The Company has no finance leases.

Warranty Provision

The Company generally offers its customers a manufacturers’ warranty on Casita products sold for a period of one year. Management records an expense to cost of goods sold for the costs of warranty repairs at the time of sale. Management’s estimate for warranties is based on sales levels and historical costs of providing warranties. As of March 31, 2026 and December 31, 2025, respectively, the Company’s reserve for warranty totaled $8 thousand and $11 thousand.

F-11

Recent Accounting Pronouncements

Accounting Standards Update No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. Effective for the Company for annual and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments shall be applied on a prospective basis to costs incurred on or after the date of adoption, with an option to apply to projects in process. The Company adopted ASU 2025-06 on a prospective basis effective January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.

Accounting Standards Update 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. Effective for annual periods beginning after January 1, 2026. The Company adopted ASU 2025-04 on a modified retrospective basis, effective January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements.

Accounting Standards Update 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest. Effective for annual periods beginning after December 31, 2026. The Company notes that this standard may be relevant to the determination of the accounting acquirer in the proposed business combination with FGMC, and is evaluating its impact.

Accounting Standards Update 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. Effective for the Company for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential impact of this update on its consolidated financial statements in conjunction with Accounting Standards Update 2024-03, discussed below.

Accounting Standards Update 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the potential impact of this update on its consolidated financial statements. The adoption of ASU 2025-01 together with ASU 2024-03 is not expected to have a material impact on the Company’s results of operations, financial position, or cash flows, as the amendments affect disclosures only, such as expanded expense-disaggregation disclosures designed to provide users of the financial statements with more transparency into the nature of the Company’s expenses and cost structure.

Accounting Standards Update No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. Effective for public entities for interim periods within fiscal years beginning after Dec. 15, 2027 with early adoption permitted. The company is evaluating this standard.

Management does not believe any other recently issued but not yet effective accounting standards will have a material impact on these financial statements.

NOTE 3 – GOING CONCERN

These unaudited interim condensed consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. Substantial doubt about the Company’s ability to continue as a going concern exists. For the three months ended March 31, 2026, the Company reported a net loss of $7,579 thousand and operating cash outflow of $7,098 thousand. At March 31, 2026, the Company had an accumulated deficit of $783,563 thousand, compared to $775,984 thousand at December 31, 2025. Absent additional action, the Company will require additional liquidity to continue operations over the next 12 months.

Management’s plan to address this uncertainty includes: (a) continued tight controls over operating costs; (b) accelerating Casita deliveries and sales; and (c) raising capital through equity financing, including through the proposed business combination with FGMC. The Company anticipates that capital on hand and expected future funding will be sufficient to fund operations for more than 12 months from the date of these financial statements. However, there can be no assurance management’s plans will be achieved.

NOTE 4 – INVESTMENTS

For the three months ended March 31, 2025, the Company held U.S. Treasury securities classified as available-for-sale. Unrealized loss on investments for the three months ended March 31, 2025 was $35 thousand, recognized in other comprehensive loss.

F-12

NOTE 5 – INVENTORIES, NET

As of March 31, 2026 and December 31, 2025, inventories consist of the following:

SCHEDULE OF INVENTORY

(In Thousands)		2026				2025
		Balance as of
		March 31,				December 31,
(In Thousands)		2026				2025
Raw material		$	2,373			$	2,497
Inventory in-transit			-				-
Work-in progress			6,428				6,683
Consignment			29				29
Finished goods			10,311				9,639
Allowance for slow moving inventory			(964	)			-
Total inventory		$	18,177			$	18,848

For the three months ended March 31, 2026, the Company recorded an inventory valuation adjustment of $1,897 thousand to reduce the carrying value of finished goods inventory to net realizable value, and established a slow-movement allowance of $964 thousand under the policy described in Note 2, both recognized within cost of goods sold on the unaudited interim condensed consolidated statement of comprehensive loss. For the three months ended March 31, 2025, the Company recognized $2,064 thousand in inventory valuation adjustments within cost of goods sold related to obsolete and damaged inventory and to adjust the carrying value of finished goods inventory to its net realizable value.

NOTE 6 – LOAN RECEIVABLES, NET

As of March 31, 2026 and December 31, 2025, gross loan receivables totaled $1,253 thousand and $1,275 thousand, respectively. The Company has determined that the expected credit losses on these loan receivables are substantially equal to their gross carrying amount based on the borrowers’ historical payment patterns, the underlying collateral value, and management’s assessment of collectability. Accordingly, the Company has established an allowance for credit losses under ASC 326 of $1,217 thousand and $1,217 thousand as of March 31, 2026 and December 31, 2025, respectively.

The following table presents the roll forward of the CECL allowance for the three months ended March 31, 2026 and 2025:

SCHEDULE OF ALLOWANCE OF CREDIT LOSSES

		For the Three Months Ended March 31,2026
Allowance for Credit Losses		Current Loan Receivable				Non- Current Loan Receivable				Accounts Receivable
Balance as of December 31, 2025		$	379				838				189
Provision for credit losses			-				-				-
Write-offs			-				-				-
Recoveries			-				-				(93	)
Balance as of March 31, 2026			379			$	838				96

F-13

NOTE 7 – PROPERTY AND EQUIPMENT, NET

The Company’s property and equipment consists of the following amounts as of March 31, 2026 and December 31, 2025:

SCHEDULE OF PROPERTY AND EQUIPMENT

(In Thousands)		March 31, 2026				December 31, 2025
		Balance as of
(In Thousands)		March 31, 2026				December 31, 2025
Computers and other peripheral equipment		$	409			$	409
Furniture and fixtures			182				182
Machinery and equipment			7,998				7,998
Tenant improvements			2,847				2,847
Vehicles			588				588
Land			58				58
Casita fixed assets			834				834
Property and equipment, gross			12,916				12,916
Less: Accumulated depreciation			(6,052	)			(5,581	)
Property, plant and equipment - net		$	6,864			$	7,335

Depreciation

During the three months ended March 31, 2026 and 2025, the Company recognized $159 thousand and $466 thousand, respectively, in depreciation expense.

Deposits on Equipment

As of March 31, 2026 and December 31, 2025, the Company recorded $268 thousand and $93 thousand, respectively, for deposits on equipment which is reported within “Deposits on equipment” on the consolidated balance sheets.

NOTE 8 – INTANGIBLE ASSETS, NET

The Company held the following intangible assets as of March 31, 2026 and December 31, 2025:

SCHEDULE OF INTANGIBLE ASSETS

(In thousands)		2026				2025
		Balance as of
		March 31,				December 31,
(In thousands)		2026				2025
Asset
Intellectual property		$	442			$	426
Software			261				261
Domain			50				50
Finite-lived intangible assets, gross			753				737
Less: Accumulated amortization			(407	)			(240	)
Total		$	346			$	497

During the three months ended March 31, 2026 and 2025, the Company recognized $167 thousand and $155 thousand in amortization expense, respectively.

NOTE 9 – CURRENT LIABILITIES

Accounts Payable

Accounts payable as of March 31, 2026 and December 31, 2025 consisted of the following:

SCHEDULE OF ACCOUNTS PAYABLE

(In thousands)		March 31, 2026				December 31, 2025
		Balance as of
(In thousands)		March 31, 2026				December 31, 2025
Outstanding vendor bills		$	1,560			$	811
Sales tax payable			80			$	88
Credit card balances			80				85
Total		$	1,720			$	984

F-14

Customer Deposits

As of March 31, 2026 and December 31,2025, customer deposits were $3,287 thousand and $3,551 thousand, respectively, consisting of pre-order deposits from customers.

Deferred Revenue

Deferred revenue is comprised of prepayments on unfulfilled purchase orders and prepayments for site surveys. Deferred revenue consisted of the following as of March 31, 2026 and December 31, 2025:

SCHEDULE OF DEFERRED REVENUE

(In Thousands)		March 31,2026				December 31,2025
		As of
(In Thousands)		March 31,2026				December 31,2025
Deferred revenue, beginning of period		$	1,548			$	2,286
Add:  Payments received in advance of delivery			628				2,024
Less:  Revenue recognized from beginning balance			(360	)			(945	)
Less:  Adjustments			(7	)			(1,817	)
Deferred revenue, end of period		$	1,809			$	1,548

NOTE 10 –LEASES

On December 29, 2020, the Company signed a 65-month lease for its 173,000 sq. ft. factory facility, commencing on May 1, 2021. As of December 31, 2020, a $525 thousand security deposit, first month’s rent, $87 thousand, and first-month’s Tenant’s Percentage of Operating Expense Fees (“CAM”) $19 thousand, had been paid to the landlord. The monthly CAM varies from month to month.

After December 31, 2022, the Company amended the lease agreement to obtain additional space in a neighboring warehouse for four years, with the first month’s base rent of $116 thousand, increasing by 4% annually. During the year ended December 31, 2025, the Company performed improvements to the leased facility. In connection with these improvements, the Company made an additional security deposit of $259 thousand to the landlord.

On June 10, 2022, the Company signed a 73-month lease for a 132,960 sq. ft warehouse, commencing the earlier of (a) 30 days after substantial completion of tenant work by the landlord or (b) tenant commencing operation in the building. The lease commencement date was determined to be February 1, 2023. The initial base rent is $104 thousand and will increase 4% every year.

In accordance with the company’s lease contracts, in 2023 the company received a partial refund of its security deposit for $100 thousand. Additionally, in 2025 the Company received additional partial refunds of its security deposits for $445 thousand. As of December 31, 2025 the Company has a total of $854 thousand on record for leased space security deposits.

F-15

The Company recognizes lease expense for its operating leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms that can extend the lease term. The Company has determined that it was reasonably certain that the renewal options would be exercised based on previous history and knowledge, current understanding of future business needs and the level of investment in leasehold improvements, among other considerations. The incremental borrowing rate used in the calculation of the lease liability is based on the rate available to the Company. The depreciable life of assets and leasehold improvements are limited by the expected lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Certain subsidiaries of the Company rent or sublease certain office space to/from other subsidiaries of the Company.

As of March 31, 2026 and December 31, 2025, Right of Use Assets, net, were $5,773 thousand and $6,646 thousand, respectively, current operating lease liabilities were $3,298 thousand and $3,520 thousand, respectively, and non-current operating lease liabilities were $2,950 thousand and $3,648 thousand, respectively.).

The following table presents the maturity of operating lease liabilities as of March 31, 2026:

SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES

Remaining lease payments		Fiscal year
2026			2,821
2027			2,102
2028			1,509
Thereafter			258
Total lease payments		$	6,690
Less: Imputed interest			(442	)
Total lease liability		$	6,248

As of March 31, 2026 and December 31, 2025, the weighted average remaining lease term was 2.2 years and 2.4 years, respectively. As of March 31, 2026 and December 31, 2025, the weighted average incremental borrowing rate was 5.8% and 5.7%, respectively.

NOTE 11 – RELATED PARTY TRANSACTIONS

The Company had the following transactions with related parties:

SCHEDULE OF RELATED PARTY TRANSACTIONS IN FINANCIAL STATEMENTS

(In Thousands)		2026				2025
		Three Months Ended March 31,
(In Thousands)		2026				2025
Consolidated Statement of Operations
Rental income (1)		$	22			$	22

		Balance  as of
(In Thousands)		March 31, 2026				December 31, 2025
Consolidated Balance Sheets
Preferred Stock (2)		$	1,719			$	1,719

(1) The Company has a contract with the majority shareholder and Co-CEO to share certain costs related to office space, support staff, and consultancy services. Refer to Exhibit 10.15 for details of lease to Supercar System. In addition, under the services agreement between the Company and Supercar System, effective January 1, 2023, the Company receives reimbursements for the Company’s employees who provide services to Supercar System’s business. Supercar System is controlled by the Company’s Co-CEO, Paolo Tiramani. As of March 31, 2026 and December 31, 2025, Supercar System had a balance due to BOXABL of $0 and $5.7 thousand, respectively, related to payroll costs funded by the Company, that were included in Accounts Receivable.

F-16

(2) As of March 31, 2026 and December 31, 2025, the Company had 26,726 thousand shares outstanding of Series A Preferred Stock, representing an initial cost of $427 thousand held by certain related parties including the spouse and in-laws to the Co-Chief Executive Officer and Chief Marketing and Strategy Officer. As of March 31, 2026 and December 31, 2025, the Company had 5,884 thousand shares outstanding of Series A-1 Preferred Stock, representing an initial cost of $372 thousand held by certain related parties including the in-laws to the Co-Chief Executive Officer and Chief Marketing and Strategy Officer and a former Director of the Company. As of March 31, 2026 and December 31, 2025, the Company had 12,834 thousand Nonqualified Stock Options representing an initial grant date fair value of $920 thousand held by certain related parties including the spouse to the Co-Chief Executive Officer and Chief Marketing and Strategy Officer of the Company. See Note 12 – Stockholders’ Equity.

NOTE 12 – STOCKHOLDERS’ EQUITY

Preferred and Common Stock

Effective October 21, 2024, the Company filed an amendment to the articles of incorporation which increased the authorized Common Stock from 6.6 billion shares to 17.8 billion shares of Common Stock, $0.00001 par value per share, and increased the authorized Preferred Stock from 13.4 billion shares to 14.4 billion shares of Preferred Stock, $0.00001 par value per share. The number of authorized Preferred Stock designated as Non-Voting Series A, A-1, A-2, and A-3 did not change, but the undesignated Preferred Stock of 1.25 billion shares increased to an authorized 2.25 billion shares of undesignated Preferred Stock, $0.00001 par value per share.

Preferred Stock Liquidation Preference

The following table summarizes the liquidation preferences as of March 31, 2026, in order of liquidation:

SCHEDULE OF LIQUIDATION PREFERENCES

(In Thousands)		Shares Authorized				Shares Issued and Outstanding				Liquidation Preference Balance
Series A-3 Preferred Stock			8,750,000				109,854				87,883
Series A-2 Preferred Stock			2,050,000				174,324				139,459
Series A-1 Preferred Stock			1,100,000				855,869				67,614
Series A Preferred Stock			250,000				188,540				3,205
Non-classified Preferred Stock			2,250,000				-				-
Total Series A Preferred Stock			14,400,000				1,328,587			$	298,161

Sales of Preferred Stock

During the three months ended March 31, 2026 and 2025, the Company issued 645 thousand and 15,710 thousand shares of Series A-3 Preferred Stock for gross proceeds of $516 thousand and $12.2 million, respectively.

Specifically, during the three months ended March 31, 2025, the Company issued:

	-	13,582,146 shares of Series A-3 Preferred Stock for gross proceeds of $10,593 thousand through Regulation A.
	-	2,128,088 shares of Series A-3 Preferred Stock for gross proceeds of $1,607 thousand through Regulation D.

Warrants

In connection with the issuance of certain A-3 shares, as of March 31, 2026 and December 31, 2025, respectively, the Company has issued 0 and 18,573 thousand warrants, respectively, that are exercisable at a price of $0.80 per share. Warrants are exercisable for three years from the date of purchase (the “Exercise Period”); provided, however, that the Company may call the warrants, in its sole discretion, at any time upon 30 days written notice to the Shareholders. Each warrant could be exercised by the holder for one share of A-3 Preferred Stock. All unexercised warrants expired on March 1, 2026. 645,250 warrants were exercised, for which the Company issued 645,250 shares of Series A-3 Preferred Stock and recognized gross proceeds of $516,200.

F-17

Escrow Receivable

As of March 31, 2026 and December 31, 2025, the Company recorded $189 thousand and $135 thousand, respectively, of investment holdbacks in escrow receivable on its consolidated balance sheets. These amounts represent cash balances held by third party custodians on behalf of the broker-dealer associated with the Company’s equity offerings, for the benefit of BOXABL. For share sales that have closed during the quarter, Company accrues an escrow receivable to account for the gross proceeds of the equity offering that are held by the third-party custodian. This escrow receivable is settled when cash is received by the Company.

Offering Costs and Deferred Offering Costs

As of March 31, 2026 and December 31, 2025, the Company incurred offering costs of $0 thousand and $888 thousand, respectively. These costs include legal fees, targeted marketing and other deferred costs related directly to the open offerings.

Subscription Liability

As of March 31, 2026 and December 31, 2025, the Company had $26 thousand and $0 thousand, respectively, in a subscription liability pertaining to excess funds received in relation to the exercise of warrants. The funds were remitted by the warrant holder in error and will be refunded during the second quarter.

Stock-based Compensation

On August 12, 2024, the Company amended and restated the Amended 2021 Stock Incentive Plan (“Plan”) to increase the number of shares of Common Stock reserved for issuance under the Plan to 550 million shares (previously 150 million shares were reserved for issuance under the 2021 Stock Incentive Plan), as well as certain other amendments, subject to stockholder approval and notice. The Plan, as amended and restated, became effective on October 18, 2024.

Administration:

The Board of Directors delegated to the Compensation Committee of the Board of Directors the authority to administer the Plan (the “Plan Administrator”), which includes the authority to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interest of the Company, and to make all other determinations necessary for the administration of the Plan to the extent not contrary to the express provisions of the Plan.

Eligibility:

Eligible participants in this Plan include the employees of, non-employee directors of, and consultants to the Company. To the extent permitted by applicable law, awards may also be granted to prospective employees and non-employee members of the Board, but no portion of any such award shall vest, become exercisable, be issued or become effective prior to the date on which such individual begins providing services to the Company.

The Plan Administrator has the sole discretion to determine which participants will receive an award, including the determination of whether an award to an eligible participant will further the Plan’s purposes of providing incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the Company’s success by offering them an opportunity to participate in the Company’s future performance through the grant of awards, as well as the type of any award to be granted, the number of shares of Common Stock subject to any award, and the terms and conditions of any award.

Awards:

As of March 31, 2026, only Stock Options and Restricted Stock Units (“RSUs”) were outstanding under the Plan.

F-18

The Plan permits the following types of awards:

Stock Appreciation Rights:

Stock Appreciation Rights (“SARs”) may be granted to Participants and shall have a per-share base value equal to the Fair Market Value of a share of Common Stock on the Grant Date. SARs may be settled at such times, and subject to restrictions and conditions, which need not be the same for all Participants; provided that no SAR shall settle later than ten (10) years from the Grant Date. Upon settlement, the Participant shall be entitled to receive payment of an amount determined by multiplying (a) the difference, if any, between the Fair Market Value of one share of Common Stock on the date of settlement and the base value of one share of Common Stock on the Grant Date; and (b) the number of shares of Common Stock with respect to which the SAR is settled. Payment for SARs shall be in cash, shares of Common Stock of equivalent value, or in a combination thereof. As of March 31, 2026, the Company has not issued any SARs.

Restricted Stock Unit:

Restricted Stock Unit awards may be subject to transfer and other restrictions including, without limitation, continued employment, performance conditions, or limitations on voting and/or dividend rights. Restricted Stock awards will be forfeited if the restrictions imposed on the Grant Date have not expired at the time of termination of employment or service in the case of a non-employee director or consultant. As of March 31, 2026, and December 31, 2025, the Company had granted (net of forfeitures) 122,266,706 and 127,936,350 Restricted Stock Units, respectively, which are subject to time and performance vesting conditions.

Stock Grant Awards:

Stock Grant Awards grant the Participant the right to receive (or purchase at such price as previously determined in the award) a designated number of shares of Common Stock free of any vesting restrictions. The purchase price, if any, shall be payable in cash or other form of consideration. Stock Grant Awards may be granted or sold in respect of past services or other valid consideration, or in lieu of any cash compensation due to the Participant. As of March 31, 2026 and December 31, 2025, respectively, the Company has not issued any Stock Grant Awards.

Stock Options:

Under the Plan, Stock Options may be granted to Eligible Participants at a per-share exercise no less than 100% of the Fair Market Value of one share of Common Stock as of the Grant Date. The Administrator shall determine when the Stock Option may be exercised, including any performance, vesting or other conditions, provided the term does not exceed ten (10) years from the Grant Date. If the Participant’s employment or service is terminated for cause, their unexercised Stock Options immediately lapse, including any vested Stock Options. Incentive Stock Options (“ISOs”) may only be granted to Participants who are also employees. The exercise price of ISOs shall equal the Fair Market Value of one share of Common Stock as of the Grant Date and shall expire upon the earlier of ten (10) years from the Grant Date (unless a shorter time is set in the Participant’s award agreement), provided that, ISOs granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company must have a per-share exercise price of no less than 110% of the Fair Market Value of one share of Common Stock as of the Grant Date and cannot have a term exceeding five (5) years from the Grant Date. The vested portion of a Stock Option lapses three (3) months following the effective date of the Participant’s termination of employment or twelve (12) months following the effective date of the Participant’s termination of employment due to death or disability, as defined in the Plan (in each case, unless a shorter time is set in the Participant’s award agreement) but in no event later than the expiration of the Stock Option.

A summary of Stock Option activity as of March 31, 2026 and December 31, 2025 is as follows:

SCHEDULE OF STOCK OPTIONS ACTIVITY

		Weighted Average Exercise Price per Share
(In Thousands except for per share price)		Stock Options				Exercise Price per Share				Term (in years)
Outstanding as of December 31, 2024			50,196				0.17				7.65
Granted			-				-				-
Exercised			-				-				-
Forfeited/cancelled			(6,379	)			.33
Outstanding as of December 31, 2025			43,817			$	0.44				6.45
Granted			-				-
Exercised			-				-
Forfeited/cancelled			(176	)			0.44
Outstanding as of March 31, 2026			43,641				0.44				6.20
Exercisable as of March 31, 2026			43,641			$	0.44				6.20

The Company accounts for share-based compensation arrangements using a fair value method which requires the recognition of compensation expense for costs related to all share-based payments, including stock options. The fair value method requires the Company to estimate the fair value of share-based payment awards on the date of grant using an option pricing model. The Company uses the Black-Scholes pricing model to estimate the fair value of Stock Options granted that are then expensed on a straight-line basis over the vesting period. The Company accounts for forfeitures as they occur in the year of forfeiture and share-based compensation expense adjusted accordingly. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected life of the award.

F-19

The Company uses the Black-Scholes option pricing model to estimate the fair value of the Stock Options on the date of grant under the following assumptions:

SCHEDULE OF OPTIONS VALUATION ASSUMPTIONS

Expected life (years) (1)		5.0 - 6.5
Risk-free interest rate (2)		1.03 - 4.34		%
Expected volatility (3)		50.3 - 54.9		%
Annual dividend yield (4)			0	%
Weighted average fair value of options granted		$	0.14

(1)	In accordance with SAB Topic 14, the expected life of employee stock options was estimated using the “simplified method,” as the Company has no historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock option grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The Company believes the use of the simplified method is appropriate due to the employee stock options qualifying as “plain-vanilla” options under the criteria established by SAB Topic 14.
(2)	The risk-free rate was based on the United States bond yield rate at the time of grant of the award, whose term is consistent with expected life of the stock options.
(3)	Based on historical experience over a term consistent with the expected life of the stock options.
(4)	Expected annual rate of dividends is reported as 0% as the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Share-based compensation expense is not adjusted for estimated forfeitures but instead adjusted upon an actual forfeiture of a stock option. Amounts recorded for forfeited or expired unexercised options are accounted for in the year of forfeiture.

Restricted Stock Units:

Restricted Stock Units (“RSUs”) grant the Participant the right to receive a certain number of shares of Common Stock, a cash payment equal to the Fair Market Value of that number of shares of Common Stock (determined as of a specified date), or a combination thereof, based on the terms and conditions of the award, as determined by the Plan Administrator. Upon termination of employment (or service as a non-employee director or consultant), unvested RSUs shall be forfeited.

RSUs represent a right to receive a single common share. Vesting of RSU awards is generally subject to a 3-year service period and effective October 18, 2024, also subject to a performance condition. Accordingly, stock-based compensation is recognized upon satisfaction of the service and performance condition.

The Company granted 312,500 and zero RSUs during the three months ended March 31, 2026 and 2025, respectively.

F-20

A summary of RSU activity as of March 31, 2026 and December 31, 2025 is as follows:

SUMMARY OF RSU ACTIVITY

						Weighted-Average Grant Date
(In Thousands except for per share amounts)		RSU’s				Fair Value per Share
Outstanding as of December 31, 2024			173,572			$	0.79
Awarded			14,003				0.80
Vested			-
Cancelled			(59,639	)			0.80
Outstanding as of December 31, 2025			127,936			$	0.79
Awarded			312				0.80
Vested			-				-
Cancelled			(5,982	)			0.80
Outstanding as of March 31,2026			122,266			$	0.80

During the three months ended March 31, 2026 and 2025, respectively, the Company recognized stock compensation expense (recapture) related to stock options and RSU’s, as follows:

SCHEDULE OF RECOGNIZED STOCK COMPENSATION EXPENSE RELATED TO STOCK OPTIONS AND RSU

(In Thousands)		2026				2025
		For the Three Months Ended March 31
(In Thousands)		2026				2025
Cost of Goods Sold		$	-			$	(59	)
General and Administrative			(216	)			(1,177	)
Sales and Marketing			-				(883	)
Research and Development			-				(824	)
Total Stock-Based Compensation Expense		$	(216	)		$	(2,943	)

The expected life of employee stock options was estimated using the “simplified method,” as the Company has no historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock option grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The expected life of awards that vest immediately use the contractual maturity since they are vested when issued. For stock price volatility, the Company uses public company compatibles as a basis for its expected volatility to calculate the fair value of option grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option at the grant-date.

The Company recognizes stock option forfeitures as they occur as there is insufficient historical data to accurately determine an estimate of future forfeiture rates.

During the three months ended March 31, 2026, no new expense was recognized for RSU awards based on the Company’s conclusion that the performance condition for the RSUs was not probable of being satisfied at such time, as discussed below. However, forfeitures of previously granted Stock Options and RSUs resulted in a recapture of $224 thousand, and $8 thousand in stock-based compensation expense for the three months ended March 31, 2026. The amount of future stock-based compensation expense may be impacted by additional option or RSU grants, or further forfeitures.

Stock-based compensation expense for all stock-based awards, including stock options and restricted stock units (“RSUs”), is measured at fair value on the date of grant. The fair value of stock options is estimated on the date of grant using a Black-Scholes option-pricing model. The fair value of RSUs is estimated on the date of grant based on the fair value of the underlying common stock.

F-21

The Company has elected to recognize compensation expense for stock options granted to employees on a straight-line basis over the requisite service period, which is generally the vesting period. Compensation expense for RSUs is amortized using the accelerated attribution approach over the requisite service period as long as the performance condition in the form of a specified liquidity event is probable to occur.

The fair value of stock options granted to non-employees is calculated at each grant date and re-measured at each reporting date using the Black-Scholes option-pricing model and the resulting change in value, if any, is recognized in the consolidated statements of operations and comprehensive loss for the periods in which the related services are rendered.

The Company has granted Restricted Stock Units (RSUs) that vest upon the satisfaction of both a service-based and a performance-based requirement. The service condition is a stated service period generally requiring 36 months of service, with the total number of RSUs awarded vesting on a cliff basis after the 36-month anniversary date of the grant. The performance-based condition is an event-based criteria that will be satisfied as to any then-outstanding RSUs on the first to occur of a ‘Qualifying Transaction” defined as: (1) the closing date of a transaction resulting in a change in control; or (2) the effective date of an IPO.

The RSUs vest on the date upon which both the service-based and performance-based requirements are satisfied. If a Qualifying Transaction occurs prior to the Vesting Date, the RSUs shall fully (100%) vest effective immediately prior to and contingent upon the Qualifying Transaction. If the Grantee’s employment by the Company terminates for any reason prior to a Qualifying Transaction, such termination shall result in the immediate forfeiture and cancellation of the RSUs, which means the Grantee will not be entitled to any payment after the date of such termination. If the RSUs vest, the Company will deliver one share of common stock for each vested RSU on the settlement date. The unvested RSUs expire ten years from the grant date.

As of March 31, 2026 and December 31, 2025, respectively, the Company concluded that the performance condition described above for the RSUs was not probable of being satisfied at such time. As a result, the Company has not recognized any compensation cost to date for any RSUs outstanding. In the period in which the performance-based condition is achieved, the Company will accelerate all vesting and record the stock-based compensation expense using the accelerated attribution method, based on the grant date fair value of the RSUs.

SCHEDULE OF GRANT DATE FAIR VALUE OF RSU

(In Thousands)		Number of Units				Grant Date Fair Value
Outstanding and unvested at December 31, 2025			127,936			$	89,331
RSUs Granted			312			$	250
RSUs Forfeited			(5,982	)		$	(4,786	)
Outstanding and unvested at March 31, 2026			122,266			$	84,795

As of March 31, 2026 and December 31, 2025, respectively, all stock-based compensation expenses related to the Company’s RSUs remained unrecognized because the performance-based condition was not satisfied. No RSUs had met their service-based vesting condition as of December 31, 2025; also, no RSUs had met the performance vesting condition as of December 31, 2025 or March 31, 2026.

If the performance vesting condition had been satisfied on March 31, 2026, the Company would have recorded $84.8 million of stock-based compensation expense using the accelerated attribution method related to RSUs. Due to the nature of the acceleration clause, upon a Qualified Transaction, 100% of the stock-based compensation expense on these RSUs will be recognized.

F-22

NOTE 13 – COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements can include terms binding the Company to minimum payments and/or penalties if it terminates the agreement for any reason other than an event of default as described in the agreement.

In the ordinary course of business, the Company is occasionally party to various legal proceedings and claims. A liability will be accrued when a loss is both probable and can be reasonably estimated. Management believes that the probability of a material loss from any of these existing claims is remote. However, litigation is inherently uncertain, and it is not possible to predict the ultimate disposition of these proceedings. There are no legal proceedings which the Company believes will have a material adverse effect on the Company’s financial position.

Legal Proceedings

Claims filed by the Company

(i) The Company initiated legal action against former employees who violated their agreements post-termination. Specifically, the Company filed two lawsuits against former employees alleging claims including breach of contract, violations of the Computer Fraud & Abuse Act, violations of the Defend Trade Secrets Act, conversion, unjust enrichment, breach of covenant of good faith and fair dealing, and demand for temporary and permanent injunctive relief. One of these litigation matters remain pending, and the other matter reached a mutual settlement and release. Management does not anticipate the remaining matters will have a material impact on the Company’s results of operations or financial condition. Quantifying the resulting harm is complex and ongoing. The Company anticipates that judgment will be entered in its favor for a sum less than $250 thousand.

	(ii)	On April 30, 2024, the Company filed a lawsuit against Brave Control Solutions, Inc. and individual Brent McPhail in US District Court. The Company seeks damages equal to all amounts paid under the contracts, among other relief, to recover from these breaches and misrepresentations. The Company anticipates a judgment in its favor, but recovery of these assets is uncertain.
	(iii)	In September 2025, the Company filed suit against the State of Arizona Department of Housing seeking a declaration from the Court that the Department of Housing has no authority to regulate or interfere with BOXABL’s sale of PMRV units in the State of Arizona. The lawsuit is pending.

Claims filed against the Company

	(i)	The Company received notifications of employment-related charges filed by former employees with the Equal Employment Opportunity Commission (“EEOC”) and the National Labor Relations Board (“NLRB”). The allegations involve various issues such as discrimination and interference with employee rights. The Company provided responses to both agencies and is awaiting further developments. The Company does not expect a material impact to its financial position.
	(ii)	The Company’s former Chief Operating Officer, terminated for cause after seven months of employment, filed a civil complaint in Nevada alleging various claims against the Company and its directors. The Company settled this matter in March 2025 without a material impact to its financial position. The Company paid $105 thousand to this former employee in exchange for the surrender of 5,882,353 shares of the Company’s Preferred A Stock.
	(iii)	Leader Capital is a shareholder of the Company and has filed suit against the Company and its previous transfer agent, Transfer Online, Inc. After the Company filed its motion for summary judgement, Leader dismissed all claims against the Company. In February 2026, the Court granted the Company’s motion for attorneys’ fees awarding the Company approximately $260,000 in fees and costs. Leader will have until May 15, 2026, to file an appeal.

F-23

	(iv)	The Company has received claims from various parties alleging that BOXABL violated certain California Laws, including the Trap and Trace Law and California Privacy Laws relating to its Facebook postings. The Company does not expect a material impact to its financial position.
	(v)	Pronghorn Homes, LLC, a party to the Arizona mining project, filed a lawsuit against the Company in the State of Arizona, which has a potential loss exposure of up to $250 thousand. The Company denies liability and intends to defend against this claim. Accordingly, the Company has not accrued a loss contingency for this matter.
	(vi)	The Company entered into an agreement with an RV Park for the sale of certain PMRV units. It appears that the RV Park did not obtain required zoning and land use permits to install and use the units at their site in Arizona. The State of Arizona ‘red tagged’ the units and the RV Park asserted claims against the Company, demanding that the Company immediately remove the units. The Company has denied all liability and is negotiating a resolution of the dispute with the RV Park. The Company also has an outstanding receivable from the RV Park in the amount of $270,000. The Company has not accrued a loss contingency for this legal matter, but has recorded a CECL credit loss allowance for the outstanding receivable balance.

Other Matters

The Company uncovered potential misconduct by a former employee related to a stock scheme, the impact of which is challenging to measure. The Company anticipates that judgment will be entered in its favor for a sum less than $1 million against the former employee, but the investigation and extent of damages is ongoing. After discovering the misconduct, the Company was named as a defendant in a lawsuit by a plaintiff that purchased fraudulent shares of the Company’s stock from the former employee of the Company, at a discounted price, incurring a loss of approximately $144 thousand. The Plaintiff claims that he purchased shares by writing a check to an entity that was controlled by the former employee and alleges negligence and violations of Nevada Revised Statute (NRS) 90.9570. The Company denied liability and the claim was recently settled by the Company’s issuance of 218,182 shares of Preferred A-1 stock to the plaintiff. The Company subsequently and proactively entered into settlement agreements with a number of other individuals that had purchased shares from the former employee, resulting in the issuance of 5,264,068 shares of Series A-1 Preferred Stock.

In September 2025, Freeport-McMoRan Bagdad, Inc., a party to the Arizona mining project, asserted a claim against the Company (not yet in suit) for payment under a certain settlement agreement between the parties relating to the sale of certain units to Pronghorn Homes, LLC, which were installed upon Freeport’s property. Freeport has demanded $1.17 million from the Company. The Company is in the process of negotiating a resolution with Freeport. No lawsuit has been filed.

In 2025, the U.S. government implemented new tariff measures affecting a broad range of imported materials. The Company has evaluated the potential impact of these actions on its operations and supply chain and does not expect them to have a material impact on its financial position or results of operations in the near term. The Company’s operations are currently supported by a substantial inventory of completed units manufactured prior to the effective dates of the tariff adjustments, which reduces our near-term exposure to increased costs associated with imported materials. Additionally, as the Company transitions into the next phase of its product development, including Phase 2, its sourcing strategy reflects a greater emphasis on domestic procurement. This shift is expected to further mitigate exposure to international trade disruptions and tariff-related cost volatility. The Company will continue to monitor developments in U.S. trade policy and adjust its supply chain strategy as necessary.

NOTE 14 – INCOME TAXES

For the three months ended March 31, 2026 and 2025, the Company incurred insignificant amounts for an income tax provision. The U.S. federal and California deferred tax assets generated from the Company’s net operating losses have been fully reserved, as the Company believes it is not more likely than not that the benefit will be realized.

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”) of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system, including the allowance of 100% expensing of qualified asset expenditures, immediate expensing of qualifying domestic research and development expenses and permanent extensions of certain other provisions within the Tax Cuts and Jobs Act. Certain provisions are effective for 2025, beginning January 19, 2025. We are evaluating the impact of these tax law changes on our financial statements. 

Deferred Tax Assets and Liabilities

Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

A valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A full review of all positive and negative evidence needs to be considered. The Company has established a full valuation allowance against the net deferred tax assets as of March 31, 2026 and December 31, 2025 due to historical losses and uncertainty surrounding the use of such assets.

As of March 31, 2026, the fair value of the Company’s Bitcoin holdings ($696 thousand) is below the average cost basis ($1,099 thousand); accordingly, no deferred tax liability related to digital assets has been established as of March 31, 2026.

F-24

NOTE 15 - SEGMENTS

The Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is its Chief Financial Officer. The CFO is responsible for assessing performance and allocating resources across the Company’s single operating segment, including approval of the annual budget, review of monthly operating results, and authorization of capital expenditures. The Co-Chief Executive Officers focus on product development and commercial strategy, while resource allocation decisions are centralized within the CFO function.

The Company has no significant long-lived assets recognized on the Consolidated Balance Sheets outside of the US jurisdiction.

The Company’s consolidated statements of comprehensive loss for the years ended March 31, 2026 and 2025, are shown below. The specific line items that the CODM reviews are marked as Significant in the income statement below.
SCHEDULE OF OPERATING SEGMENT

(In Thousands, except per share amounts)		March 31, 2026				March 31, 2025
		For The Periods Ended
(In Thousands, except per share amounts)		March 31, 2026				March 31, 2025
Revenues (Significant)		$	1,556			$	123
Cost of goods sold (Significant)			4,909				2118
Gross loss			3,353				1,995
Operating expenses:
General and administrative (Significant)			3,189				1,807
Sales and marketing (Significant)			525				6,350
Research and development (Significant)			566				583
Impairment loss			-				-
Total operating expenses			4,280				8,740
Loss from operations (Significant)		$	7,633			$	10,735
Other income:
Interest income			209				302
Other income			(155	)			170
Total other income:			54				472
Net loss attributed to common stockholders		$	7,579			$	10,263
Weighted average common shares outstanding -basic and diluted			3,000,000				3,000,000
Net loss per common share - basic and diluted		$	(0.00	)		$	(0.00	)
Net Loss		$	(7,579	)		$	(10,263	)
Unrealized loss (gain) on investments		$	-			$	35
Comprehensive Loss		$	(7,579	)		$	(10,298	)

General and administrative, sales and marketing, and research and development costs are all considered significant in the aggregate. There are no specific line items within these categories that the CODM considers significant and regularly reviews. However, for cost of goods sold (COGS), the CODM specifically reviews one of the expenses within this category, rather than COGS as an aggregate- this significant expense is the Cost of Casitas Sold. See the disclosure below:

SCHEDULE OF COST OF GOODS SOLD

		March 31, 2026				March 31, 2025
		For The Periods Ended
		March 31, 2026				March 31, 2025
Cost of Casitas Sold (Significant)			1,125				45
All other line items within COGS (1)			3,784				2,073
COGS			4,909				2,118

(1) All other line items within COGS include obsolete inventory, inventory adjustment, scrapped inventory, warranty expense, and allocations to COGS such as stock-based compensation expense.

NOTE 16– SUBSEQUENT EVENTS

The Company has evaluated subsequent events from March 31, 2026, through May 14, 2026, the issuance date of these unaudited interim condensed consolidated financial statements.

Sales Activity

Between March 31, 2026 and May 14, 2026, the Company shipped 5 units. As of May 14, 2026, there are currently 271 units that are under contract.

State Approvals

On April 8, 2026, the Company received modular approval for its 1-bedroom Casita unit in California. On April 24, 2026, the Company received authorization to produce modular housing in compliance with applicable Texas codes and regulations.

Equity Events

For awards previously issued under the Company’s Amended 2021 Stock Incentive Plan, the Company recognized employee forfeitures of 612,500 RSUs subsequent to March 31, 2026. No forfeitures of Stock Options were recognized subsequent to March 31, 2026. No additional grants of RSUs or Stock Options were made under the Plan.

The 2026 Omnibus Incentive Plan is designed to support the Company’s growth and profitability by providing short- and long-term incentives aligned with its objectives, reward strong individual performance, promote teamwork, and enhance the Company’s ability to attract and retain key employees, directors, and consultants. The Plan authorizes grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance-based awards, including performance-based restricted stock and restricted stock units, (vi) other share-based awards, (vii) other cash-based awards, and (viii) any combination thereof.

Merger

On September 18, 2025, the Company filed a Registration Statement on Form S-4 (as amended, the “Registration Statement”) in connection with its proposed merger. The Company subsequently filed Amendments No. 1, 2, 3, 4, and 5 to the Registration Statement on December 30, 2025, February 5, 2026, April 14, 2026, May 6, 2026 and May 8, 2026 respectively. On May 12, 2026, the Registration Statement was declared effective. Each of FGMC and the Company have scheduled special stockholder meetings for June 9, 2026, at which stockholders are asked to approve the Merger Agreements and certain other related corporate actions.

F-25

Exhibit 99.6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes included elsewhere herein and our audited consolidated financial statements and related notes for the year ended December 31, 2025 included in our most recent annual report on Form 10-K filed on the Securities and Exchange Commission (“SEC”) on March 27, 2026. The condensed consolidated financial statements of the Company appearing in this Quarterly Report on Form 10-Q are unaudited, and may not include year-end adjustments necessary to make those financial statements comparable to audited results, although, in the opinion of management, all adjustments and disclosures necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year.

Unless otherwise indicated, dollar amounts above $1,000 in this Report have been rounded to the nearest thousand, million or billion, as applicable.

In addition to our consolidated financial statements, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See above “Note About Forward-Looking Statements.”

Overview

General

The Company is a manufacturer of building systems and is in the process of aligning our production levels to match the demand for our products. In addition to our first Nevada manufacturing facility (“Factory 1”), which we took possession of in May 2021, we expanded our production capacity by signing leases for additional Nevada facilities (“Factory 2”) in June 2022 and (“Factory 3”) in May 2023, respectively. While our growth has mainly been funded by our capital raising activities as described below in “Liquidity,” we anticipate our increased manufacturing capacity will allow us to build Boxes more efficiently, and, in doing so generate additional revenue and profit in the future. We continue to right size and improve our workforce, including improving our business development and sales teams to focus and better support the engagement with B2C customers, while continuing focus on the B2B and B2G sales channels and enhancing our technology team.

The majority of US states have a statewide modular program which requires approval of a specific product prior to the product being able to be sold and installed within the state. The requirements to obtain these approvals vary across each state, and the approval process has resulted in delays in the Company’s ability to deliver the product across the country, which has impacted the timing and amount of the Company’s revenues.

The Company has obtained state modular approvals under state-wide modular housing programs in New Mexico, California, Nevada, Texas and in South Carolina. The approvals were obtained as follows:

	●	During May 2024, we received approval to sell Casitas as Modular homes in California in certain climate zones.
	●	During July 2024, we received approval to sell Casitas under the Statewide Modular Program in New Mexico.
	●	During January 2025, we received approval to sell Casitas in Nevada under the Residential Building code.
	●	During January 2025, we received approval to sell Casitas under the Statewide Modular Program in all climate zones in California.
	●	During June 2025, we received approvals of plan sets for the Casita in South Carolina under the Statewide Modular Program, and our manufacturers license; factory certification is pending and the Company expects this within the next 6 months.
	●	During October 2025, we received approvals of plan sets for the Casita in Texas under the Statewide Modular Program. During April 2026, we received authorization for the facility to produce modular housing in compliance with applicable Texas codes and regulations.
	●	During December 2025, we received a critical license from the State of California as a “Commercial Modular Manufacturer”.
	●	In 2025, we developed one-bedroom and two-bedroom Casita configurations, connecting two Casita Boxes.  In November 2025, the Company obtained California statewide approval for the two-bedroom Casita model and, in April 2026, we received approval to sell the 1-bedroom Casita model in California.

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New sales within recently approved states and jurisdictions may continue to face delays due to the time needed for site preparation, arranging funding for the project the purchaser, and other preparatory steps that are required to arrange delivery and installation of the units.

BOXABL also has been focused on selling its products in multiple jurisdictions that do not have a statewide modular housing program. In these areas, the ultimate approval is at the discretion of the local jurisdiction and is determined on a site-by-site basis. This pertains to the following areas: Oklahoma, Wyoming, Kansas, West Virginia, Hawaii, Vermont, Alaska, Oregon, Connecticut, Delaware, New York, and Tribal Lands.

The Company has retained multiple third-party inspection agencies to assist in achieving certification in multiples states with modular housing legislation simultaneously.

To date through May 14, 2026, we have manufactured 806 Casitas and have completed delivery of 318 Casitas in 10 states. As of May 14, 2026, there were currently 271 units that are under contract.

Merger Agreement

On August 4, 2025, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) by and among the Company, FG Merger II Corp., a Nevada corporation (“FGMC” or “Acquiror”), 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 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” and together with the First merger, the “Mergers”), 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. and shall reincorporate from a Nevada corporation to a Texas corporation in accordance with the Nevada Revised Statute (“NRS”) and Texas Business Corporations Code. The Boards of Directors of the Company, FGMC, and Merger Sub have unanimously approved the Merger Agreement and the transactions contemplated thereby.

At the effective time of the First Merger, each share of the Company’s common stock (other than certain excluded shares and any shares held by stockholders who properly exercise and do not lose their dissenter’s rights under applicable Nevada law) will be converted into the right to receive a number of shares of common stock of the Surviving Pubco, as determined by the exchange ratio set forth in the Merger Agreement. Each share of the Company’s preferred stock will be converted into the right to receive shares of Surviving Pubco’s preferred stock as determined by the preferred exchange ratio set forth in the Merger Agreement. Outstanding Company convertible securities will be assumed by the Surviving Pubco and become exercisable for shares of Surviving Pubco common stock, subject to adjustment as provided in the Merger Agreement. The aggregate merger consideration to be received by Company shareholders would be equal to a combination of preferred and common shares of FGMC that equals a total of $3,500,000,000, each at a deemed value of $10 per share. The transaction is intended to qualify as a reorganization within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the Internal Revenue Code.

The Merger Agreement was originally entered into on August 4, 2025, with an Agreement End Date of December 31, 2025. It was amended on November 3, 2025 to extend the Agreement End Date to March 31, 2026. On April 6, 2026, the parties entered into a Second Amendment to the Merger Agreement which, among other things: (i) extended the Agreement End Date to July 31, 2026; (ii) modified the lock-up provisions applicable to the Sponsor Parties, Paolo Tiramani, Galiano Tiramani, and their respective affiliates; (iii) clarified that the definition of Acquiror Securities includes the 8,295,800 outstanding rights, each entitling the holder to receive one-tenth of one share of Acquiror common stock upon consummation of an initial business combination; and (iv) provided either party the right to terminate the Merger Agreement if a written response has not been received within five business days of a written request made thereunder.

The Company filed a Registration Statement on Form S-4 (as amended to date, the “Registration Statement”) in connection with its proposed merger. On May 12, 2026, the Registration Statement was declared effective. Each of FGMC and the Company have scheduled special stockholder meetings for June 9, 2026, at which stockholders are asked to approve the Merger Agreements and certain other related corporate actions.

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Closing Conditions

The closing of the Mergers is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of the Company and FGMC, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, approval for listing of the Surviving Pubco common shares on Nasdaq or NYSE, absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Merger Agreement.

Termination Provisions

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances. Either the Company or FGMC may terminate the agreement by written notice if the closing has not occurred on or before July 31, 2026. (the “Agreement End Date”), provided that the right to terminate on this basis is not available to any party whose breach of the agreement has proximately caused the failure of the closing to occur by such date. The Merger Agreement may also be terminated by either party if that party has made a written request under the Merger Agreement to the other party and has not received a response after 5 business days. Termination is also permitted by mutual written consent of the parties, or by either party if a governmental authority enacts a law or order that makes consummation of the transactions illegal or otherwise prohibits the transaction, so long as the terminating party or its subsidiaries did not cause such prohibition by their own breach.

Additional termination rights include the ability for either party to terminate if the required stockholder approvals from either the Company or FGMC are not obtained at their respective stockholder meetings, unless the failure to obtain such approval is due to the action or inaction of the party seeking termination. The agreement may also be terminated by one party if the other party has committed a material breach of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions, subject to a cure period of up to thirty (30) days (or any shorter period remaining before the Agreement End Date) after notice of such breach. Upon termination, the agreement becomes void and has no further effect, except for certain provisions that expressly survive, and subject to liability for any willful and material breach or actual fraud occurring prior to termination. Each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. See Exhibits 2.1, 2.2, 2.3 and 2.4 to this Quarterly Report on Form 10-Q, which are incorporated herein by reference.

Related Agreements

In connection with the execution of the Merger Agreement, FG Merger Investors II LLC, the sponsor of FGMC, entered into a support agreement pursuant to which it agreed to vote its shares of FGMC in favor of the transaction and take certain other actions in support of the Mergers (the “Sponsor Support Agreement”). Certain stockholders of the Company entered into a support agreement pursuant to which they agreed to vote their shares of the Company in favor of the transaction and take certain other actions in support of the Mergers (the “Company Support Agreement”). At closing, the Company and FGMC will enter into lock-up agreements with certain Company stockholders (the “Company Lock-Up Agreements”) and with the sponsor (the “Sponsor Lock-Up Agreement”), restricting the transfer of certain shares for specified periods following the closing, depending on the then trading price of the Surviving Pubco’s common stock.

The foregoing description of the Sponsor Support Agreement, Company Support Agreement, Company Lock-Up Agreements, and Sponsor Lock-Up Agreement does not purport to be complete and is qualified in their entirety by reference to the full text of such agreements, copies of which are herein by reference to Exhibits 10.23, 10.24, 10.25, and 10.26 to this Quarterly Report on Form 10-Q.

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Trend Information

To date through May 14, 2026, we have manufactured 806 Casitas and have completed deliveries of 318 Casitas in 10 states. As of May 14, 2026, there were currently 271 units that are under contract.

Leveraging insights from our regulatory journey and evolving market dynamics, the Company has refined its go-to-market strategy to concentrate resources on the highest-value near-term opportunities. Our primary focus is the B2C segment, with an emphasis on the Accessory Dwelling Unit (“ADU”) market in California, where we have obtained statewide modular approvals across all climate zones and hold a Commercial Modular Manufacturer license. To improve sales efficiency and lead quality, the Company has made targeted investments in its sales infrastructure during the three months ended March 31, 2026, including enhancements to its customer relationship management system, upgrades to its consumer-facing website with improved lead qualification tools and expanded financing resources for prospective buyers, and the addition of sales personnel to support direct customer engagement.

In parallel, the Company continues to selectively pursue small community and multi-unit residential opportunities where the Casita product is well-suited, including faith-based organizations, attainable communities, and workforce housing developments. The Company is also introducing its Phase 2 Modular Building System to a select group of developers and builders. Phase 2 comprises larger Box modules, including 20’ x 30’ and 20’ x 40’ configurations, that can be stacked and connected to create a range of building types, including single-family homes and townhomes, addressing demand for larger residential floor plans that extend beyond the Casita’s ADU format.

Additionally, the Company continues to selectively pursue commercial modular opportunities, leveraging its Commercial Modular Manufacturer license in California and its established manufacturing capabilities to serve institutional and commercial customers where the Company’s factory-built building system offers meaningful advantages over traditional construction methods.

Tariffs and Inflation

Since early 2025, the U.S. government has implemented a series of escalating tariff measures affecting a broad range of imported materials relevant to the construction and manufacturing industries, including steel and aluminum (currently subject to Section 232 tariffs of up to 50%), copper (subject to Section 232 tariffs of up to 50% effective August 2025), and timber and lumber products (subject to Section 232 tariffs effective October 2025). In February 2026, the U.S. Supreme Court struck down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”), partially reducing the overall tariff burden; however, Section 232 and Section 301 tariffs remain in effect and were not impacted by that ruling. The overall tariff environment remains fluid and subject to further regulatory and legal developments.

We have evaluated the potential impact of these actions on our operations and supply chain. In the near term, we do not expect the tariffs to have a material impact on our financial position or results of operations, primarily because our operations are currently supported by a substantial inventory of completed units manufactured prior to many of the tariff adjustments, which reduces our immediate exposure to increased input costs. Additionally, as we transition into the next phase of product development, including our Phase 2 Modular Building System, our sourcing strategy reflects a greater emphasis on domestic procurement, which is expected to further reduce our exposure to tariff-related cost volatility over time.

We believe that our factory-based manufacturing process and cost structure provide a degree of resilience relative to traditional stick-built construction, which would face similar or greater cost increases from tariffs on imported materials. To the extent that tariff-related cost increases affect our supply chain, we believe we may have the ability to pass a portion of those costs on to end customers while maintaining the competitive positioning of the BOXABL solution, although there can be no assurance that we will be able to do so.

However, the tariff environment involves substantial and evolving uncertainty regarding U.S. and international trade policy. The U.S. government may implement additional tariff measures, renegotiate existing trade agreements, or impose further import duties affecting materials used in our products or manufacturing equipment. In light of this uncertainty, we do not have full clarity over the potential medium- to long-term impacts on our business. The availability of certain imported goods could be affected if foreign suppliers reduce their exposure to U.S. markets in response to trade policy actions, which could impair our suppliers’ ability to deliver materials or equipment on schedule and thereby delay our deliveries. Furthermore, broader macroeconomic effects of global trade disruptions — including rising inflation, slower economic growth, and increased unemployment — could dampen consumer demand and adversely affect the housing market, reducing demand for our products.

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Results of Operations

Revenues

Our revenues for the three months ended March 31, 2026 and 2025 were $1.6 million and $123,000, respectively. Revenue was generated by the sale of 20 Casitas delivered to 7 customers during the three months ended March 31, 2026. This is in comparison to the sale of 1 Casitas delivered to 1 customer during the three months ended March 31, 2025. The increase in revenues year-over-year was driven by increased unit deliveries and expanded state modular approvals, partially offset by delays associated with customer site preparation and the transition of the Company’s go-to-market strategy to re-focus on the broader installation process. Significant customers included The City of Henderson, Nevada, representing 71% of revenues for the three months ended March 31, 2026, respectively.

Cost of Goods Sold

Cost of goods sold consists primarily of the cost of products used in the production of the Company’s finished products, inbound and outbound shipping costs, related labor and indirect overhead costs associated with that production. Cost of goods sold were $4.9 million and $2.1 million for the three months ended March 31, 2026 and 2025, respectively.

Cost of goods sold for the three months ended March 31, 2026 and 2025, consist of the following:

		March 31,
(In Thousands)		2026				2025
Direct material/shipping		$	774			$	34
Direct labor			669				29
Manufacturing overhead			605				50
Inventory adjustments			1,897				2,064
Stock based compensation (recapture)			0				(59	)
Allowance for Slow-Moving and Obsolete Inventory			964				-
Cost of goods sold		$	4,909			$	2,118

We produced 26 and 11 Casitas in the three months ended March 31, 2026 and 2025, respectively. We continue to work to align production activity with delivery schedules.

Manufacturing overhead reflects the allocation of indirect labor, rent and lease expense, indirect supplies, scrap material, maintenance costs and depreciation of machinery and equipment.

Cost of goods sold in the three months ended March 31, 2026 did not reflect any stock-based compensation expense or recapture resulting from terminations whereas the company recognized a net recapture of $59,000 of stock-based compensation expense within cost of goods sold in the three months ended March 31, 2025.

Operating Expenses

Operating expenses for the three months ended March 31, 2026 and 2025, consisted of the following:

		March 31,
(In Thousands)		2026				2025
General and administrative		$	3,189			$	1,807
Sales and marketing			525				6,350
Research and development			566				583
Total Operating expenses		$	4,280			$	8,740

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General and administrative expenses consist of compensation and benefits for employees across administration, finance, legal, and investor relations functions, as well as rent, shop supplies, and utilities. General and administrative expenses increased by $1.4 million, or approximately 76%, for the three months ended March 31, 2026 compared to the same period in 2025. The increase was primarily driven by higher professional fees, including legal, accounting, and consulting costs, associated with the proposed merger with FGMC, and the remediation work to address previously identified material weaknesses in internal control over financial reporting. These increases were partially offset by lower employee compensation costs resulting from workforce restructuring initiated during 2025.

Sales and marketing expenses decreased by $5.8 million, or approximately 92%, for the three months ended March 31, 2026 compared to the same period in 2025. The decrease reflects a significant increase in advertising for our Regulation A and Regulation D offerings in 2025 leading up to the close of the offerings in June 2025, which were not incurred in the 2026 period. The Company has refocused its sales and marketing efforts on targeted B2C outreach, principally in the California ADU market, and has made selective investments in its sales infrastructure, including CRM enhancements and improved lead qualification tools, which carry a substantially lower cost profile than broad advertising campaigns.

Research and development expenses were relatively flat at $566,000 for the three months ended March 31, 2026, compared to $583,000 for the same period in 2025. Research and development activities are focused on product testing, obtaining regulatory permits and approvals, and developing next-generation building systems. During the first quarter of 2026, research and development efforts shifted toward advancing the Company’s Phase 2 Modular Building System, which includes larger 20’ × 30’ and 20’ × 40’ Box configurations designed for multi-unit residential applications. The Company expects research and development expenditures to increase in future periods as development of the Phase 2 product progresses.

Stock-based Compensation Expense

The Company recognizes stock-based compensation expense based on fair value on the date of grant and recognized over the associated vesting periods. The fair value of RSU awards is determined based on the fair market value of the Company’s common stock on the date of grant. Vesting of RSU awards is generally subject to a 3-year service period and, as of October 18, 2024, also subject to a performance condition. Accordingly, stock-based compensation is recognized upon satisfaction of the service condition and when the performance condition is probable. The Company has determined that the performance condition in its outstanding RSUs is not probable. In the case of options, the Company uses the Black-Scholes pricing model to estimate the fair value of options on the date of grant that are then expensed on a straight-line basis over the vesting period. The Company accounts for forfeitures as they occur in the year of forfeiture and share-based compensation expense is adjusted accordingly.

For the three months ended March 31, 2026 and 2025, the Company recaptured $216,000 and $2.9 million in stock-based compensation, respectively. The decrease in recapture is attributable to fewer employee forfeitures upon terminations in the first quarter of 2026 compared to the same period in 2025, offset by the vesting of stock options under the Company’s Amended 2021 Stock Incentive Plan. See “Note 12. Stockholders’ Equity – Stock-based Compensation” for further discussion.

Total Other Income

For the three months ended March 31, 2026, our total other income decreased significantly to $54,000, as compared to $472,000 for the three months ended March 31, 2025, due to a decline in the valuation of the Company’s holdings in Bitcoin of $197,000, as well as lower balances of interest-bearing investments.

Liquidity and Capital Resources

Going Concern

The Company’s unaudited interim condensed consolidated financial statements have been prepared under the assumption that the Company will be able to continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Substantial doubt about the Company’s ability to continue as a going concern exists. For the three months ended March 31, 2026, the Company reported a net loss of $7.6 million and operating cash outflow of $7.1 million. At March 31, 2026, the Company had an accumulated deficit of $783.6 million, compared to $776.0 million at December 31, 2025. Absent additional action, the Company will require additional liquidity to continue operations over the next 12 months.

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The continuing viability of the Company and its ability to continue as a going concern is dependent on the Company being successful in its continued efforts in growing its revenue and/or accessing additional sources of capital. Management’s plan to address this need includes (a) continued exercise of tight controls to conserve cash, (b) accelerating product deliveries and sales, and (c) raising funds through equity financing, including through the proposed business combination with FGMC. However, there can be no assurances that management’s plans will be achieved.

Sources of Liquidity

To date, our operations have been financed by our exempt offerings of securities made in reliance on Regulation A, Regulation CF and both Rule 506(c) and Rule 506(b) of Regulation D in the United States and exempt offering regulations in Canada. For details regarding our securities offerings, see below Sales of Securities.

At March 31, 2026, our principal source of liquidity was our unrestricted cash and cash equivalents and short-term investments, which we achieved through our offerings of securities as discussed above. As of March 31, 2026, the Company held $22.3 million in unrestricted cash and cash equivalents and $696,000 in digital assets, compared to $29.0 million in cash and cash equivalents and $893,000 in digital assets as of December 31, 2025. If the transactions contemplated by the Merger Agreement are consummated, the Company will have access to amounts remaining in the trust account, following redemptions, of FGMC, which we anticipate to be approximately $20 to $40 million, as outlined in, and based on the assumptions and limitations set forth in, the pro forma financial statements in the Company’s Definitive Proxy Statement included as Exhibit 99.1 hereto. Based on the Company’s most recent burn rate of $2.4 million per month (calculated from the operating cashflow for the three months ended March 31, 2026 of $7.1 million for the three months ended March 31, 2026, divided by three months) and these factors, we anticipate that the current liquidity together with cash generated from sales of our products will be sufficient to meet our immediate cash needs for twelve months. However, a higher level of redemptions by FGMC stockholders than those reflected in our assumptions set forth in the Pro Forma Table could erode or even eliminate these funds.

When addressing our long-term liquidity requirements, we consider the next five years, from 2026 through 2030. We expect that funding for the Company’s operations over the longer term will be driven primarily from the sales of the Company’s products, as well as future debt or equity capital raises. As of May 14, 2026, the Company had signed contracts for (but not shipped yet) 271 units. We expect that these sales contracts will convert to revenue, providing cash flow to the Company.

Historical Cash Flows

		Three Months Ended March 31,
(In Thousands)		2026				2025
Net cash used in operating activities		$	(7,098	)		$	(14,785	)
Net cash provided by (used in) investing activities		$	(191	)		$	8,682
Net cash provided by financing activities		$	542			$	11,766

Operating Activities

Cash used in operating activities included net loss adjusted for several non-cash items such as depreciation and amortization, stock-based compensation, inventory valuation, and other non-cash expenses, in addition to the change in working capital as inventory balances increased. The decline in net cash used in operating activities above generally reflects the decrease in net loss to a loss of $7.6 million in the three months ended March 31, 2026 from $10.3 million in the three months ended March 31, 2025 combined with significantly lower non-cash stock-based recapture in the 2026 period as compared to the 2025 period.

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Investing Activities

Primary investing activities during the three months ended March 31, 2026, amounting to $191,000, include deposits on equipment purchases and expenditures related to manufacturing patents. During the same period ending March 31, 2025, the company recognized a cash inflow of $8.7 million mostly attributed to the proceeds received for the sale and maturities of investments which did not recur in the 2026 period.

Financing Activities

Primary sources of cash from our financing activities generally includes net proceeds from issuance and sales of Preferred Stock. This also includes proceeds received in advance of security issuance, which is included within the Company’s subscription liability. The decline in the 2026 period above reflects our termination of our offerings under Regulation A, Regulation D in June 2025, which resulted in $12.0 million in net proceeds from the sale of preferred stock in the 2025 period compared to $516,000 in proceeds from the exercise of warrants in the 2026 period.

Inventory

Our physical assets decreased with inventory of $16.2 million as of March 31, 2026, related to 373 inventory units, which is primarily comprised of $10.3 million related to 186 Casitas in finished goods and $5.9 million related to 187 work-in-process units. This compares to $18.8 million in inventory as of December 31, 2025, primarily comprised of 175 Casitas classified as finished goods and 192 work-in-process units. During 2025, the Company decided to rework certain of its existing units to meet California modular specifications so that these units are able to be sold in California. In the second quarter of 2025, approximately $7.1 million of inventory was reclassified from finished goods to work-in-process on the consolidated balance sheet.

During the period ending March 31, 2026, the Company fulfilled orders for 20 casita units. During the same period, the Company also produced 26 new units and completed the re-work on 5 units previously classified as work-in-process, resulting in 31 new units classified as finished goods.

Property, Plant and Equipment

Property, Plant and Equipment decreased to $6.9 million as of March 31, 2026 compared to $7.3 million as of December 31, 2025, primarily resulting from depreciation of machinery and equipment at our manufacturing facility.

Sales of Securities

In connection with the issuance of shares of Series A-3 Preferred Stock in 2024 and 2023, the Company had issued warrants that are exercisable for shares of Series A-3 Preferred Stock at a price of $0.80 per share. Under the terms of the warrants, the Company had a right to terminate the warrants, in its sole discretion, at any time upon 30 days written notice to the holders. On January 30, 2026, the Company sent a notice to the holders that the warrants, if not exercised, would expire on March 1, 2026. Following the notice, warrants representing 645,250 shares of Series A-3 Preferred Stock were exercised, which represents gross proceeds of $516,200.00, with the remaining warrants expiring effective March 1, 2026.

Material Commitments and Obligations

Expense Commitments

As of March 31, 2026, we reported current lease liabilities of $3.3 million compared to $3.5 million as of December 31, 2025. Our long-term lease liability decreased to $3.0 million as of March 31, 2026, from $3.6 million as of December 31, 2025, due to the passage of time.

Customer Deposits

Our main non-lease liability is the Company’s obligation to customers who have placed deposits on the purchase of our products. As of March 31, 2026, the Company held customer deposits in the amount of $3.3 million, which was modestly lower compared to $3.6 million as of December 31, 2025, with new deposits generally matching refunds and/or application of customer deposits to customer orders that were fulfilled during 2026.

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Deferred Revenue

As of March 31, 2026, our balance sheet carried $1.8 million of deferred revenue related primarily to advanced deposits on unfulfilled sales orders, with 3 customers, each representing 10% or more of these deferred revenues, constituting approximately 50% of total deferred revenue. This compares to $1.5 million of deferred revenue as of December 31, 2025. Deferred revenue generally occurs when the Company receives payments from the customer in advance of the Company shipping units to that customer. Pursuant to ASC 606, Revenue Recognition, the Company records deferred revenue for paid, unfulfilled performance obligations which are represented by the Casitas that had not yet been delivered as of the date of the consolidated financial statements.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements as of March 31, 2026 or December 31, 2025.

Critical Accounting Policies and Estimates

Inventory Valuation

Inventories consist of raw materials, in-bound freight and duties, work in progress, and finished goods. Inventories are stated at the lower of cost or net realizable value, with cost determined using an allocation methodology, which approximates actual cost. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, bulk sales, and the expected recoverable values for each disposition category.

On a periodic basis, the Company performs a physical count of its inventory and records an inventory adjustment for inventory that has become obsolete or inventory that has a cost basis in excess of the expected net realizable value. Damaged and obsolete inventory items are valued based on specific identification and management’s estimate of net realizable value, including consideration of whether the items are usable in current or future production. These items are charged against the allowance for slow moving and obsolete inventory. Any difference between cost and estimated realizable value is recognized as an expense.

This valuation methodology requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, bulk sales, and the expected recoverable values for each disposition category.

The Company adopted, effective January 1, 2026, a slow-movement inventory policy under which an allowance for inventory obsolescence is established as a percentage of net realizable value based on the age of inventory units.

The allowance is recorded as a reduction to inventory with a corresponding charge to cost of goods sold and inventories are presented net of the aggregate allowance on the consolidated balance sheet.

Stock-Based Compensation

The Company applies ASC 718, Stock-Based Compensation for all stock-based awards, including stock options and restricted stock units, that are measured at fair value on the date of grant and recognized over the associated vesting periods. The fair value of stock options is estimated on the date of grant using a Black-Scholes model. The fair value of restricted stock awards is estimated on the date of the grant based on the fair value of the Company’s underlying common stock. The Company recognizes compensation expense for stock options on a straight-line basis over the associated service or vesting periods. Effective October 18, 2024, restricted stock unit awards became subject to a performance condition, which defers vesting of restricted stock awards until a monetization event. Accordingly, the Company does not recognize stock-based compensation from restricted stock unit awards until a monetization event becomes probable.

Determining the grant date fair value of stock options using the Black-Scholes option-pricing model requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.

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Exhibit 99.7

FG MERGER II CORP.

Balance Sheet

		March 31,				December 31,
		2026				2025
		(Unaudited)				(Audited)
ASSETS
Current assets
Cash		$	243,235			$	486,900
Prepaid expense			75,207				97,547
Total current assets			318,442				584,447
Cash held in trust account			82,859,112				82,136,888
TOTAL ASSETS		$	83,177,554			$	82,721,335
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	64,464			$	57,171
Tax liability			298,911				137,747
TOTAL LIABILITIES		$	363,375			$	194,918
COMMITMENTS AND CONTINGENCIES
Common stock; $0.0001 par value, subject to possible redemption, 8,000,000 shares at redemption value		$	82,859,112			$	82,136,888
STOCKHOLDERS’ EQUITY
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; 0 issued and outstanding			—				—
common stock, $0.0001 par value; 100,000,000 shares authorized; 2,295,800 issued and outstanding (excluding 8,000,000 shares subject to possible redemption)		$	259			$	259
Additional paid in capital			—				—
Accumulated deficit			(45,192	)			389,170
Total Stockholders’ Equity			(44,933	)			389,529
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	83,177,554				82,721,335

The accompanying notes are an integral part of the financial statements.

1

FG MERGER II CORP.

Statement of Operations

(Unaudited)

		Three Months				Three Months
		Ended				Ended
		March 31,				March 31,
		2026				2025
Operating expenses:
General and administrative expenses		$	273,298			$	126,856
Loss from operations			(273,298	)			(126,856	)
Other income & expenses:
Investment income on trust account			722,224				559,755
Income tax expense			161,164				117,549
Total other income			561,060				442,206
Net income (loss)		$	287,762			$	315,350
Weighted average redeemable common shares outstanding basic			8,000,000				5,333,333
Basic income per share, redeemable shares		$	0.05			$	0.15
Weighted average redeemable common shares outstanding diluted			8,800,000				5,866,667
Diluted income per share, redeemable shares			0.04				0.14
Weighted average non-redeemable common shares outstanding basic and diluted			2,295,800				2,320,533
Basic and diluted loss per non-redeemable share		$	(0.04	)		$	(0.21	)

The accompanying notes are an integral part of the financial statements.

2

FG MERGER II CORP.

Statement of Changes in Stockholders’ Equity

(unaudited)

		Common				Common				Additional								Total
		Stock				Stock				paid-in				Accumulated				Stockholders’
		Shares				Amount				capital				Deficit				equity
Balance at December 31, 2024 (audited)			2,300,000			$	230			$	26,436			$	(29,298	)		$	(2,632	)
Sale of 8,000,000 units at $10 per unit in IPO			8,000,000				800				79,999,200				—				80,000,000
Sale of 248,300 units in private placement			248,300				24				2,482,976				—				2,483,000
Sale of 1,000,000 $15 strike warrants in private placement			—				—				100,000				—				100,000
Issuance of underwriter units			40,000				4				96				—				100
Issuance of advisor units			7,500				1				—				—				1
Reclassification of offering costs			—				—				(1,481,032	)			—				(1,481,032	)
Common shares subject to possible redemption			—				(800	)			(80,799,200	)			—				(80,800,000	)
Accretion of common shares subject to possible redemption			—				—				(297,820	)			—				(297,820	)
Forfeiture of founder shares due to no over-allotment exercise by underwriter			(300,000	)			—				—				—				—
Net Income			—				—				—				315,350				315,350
Balance at March 31, 2025			10,295,800			$	259			$	30,656			$	286,052			$	316,967
Accretion of common shares subject to possible redemption			—				—				(30,656	)			(1,008,412	)			(1,039,068	)
Net Income			—				—				—				1,111,630				1,111,630
Balance at December 31, 2025 (audited)			10,295,800				259				—				389,270				389,529
Accretion of common shares subject to possible redemption			—				—				—				(722,224	)			(722,224	)
Net Income			—				—				—				287,762				287,762
Balance at March 31, 2026			10,295,800				259				—				(45,192	)			(44,933	)

The accompanying notes are an integral part of the financial statements.

3

FG MERGER II CORP.

Statement of Cash Flows

(Unaudited)

		Three Months				Three Months
		Ended				Ended
		March 31,				March 31,
		2026				2025
Cash flows from operating activities
Net income (loss)		$	287,762				315,350
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accrued offering cost			—				(20,939	)
Accounts payable			7,293				(19,900	)
Prepaid expenses			22,340				(176,656	)
Tax liability			161,164				117,549
Interest expense			—				6,303
Net cash used in operating activities			478,559				221,707
Cash flows from investing activities
Investment in trust account			(722,224	)			(81,097,820	)
Net cash used in investing activities			(722,224	)			(81,097,820	)
Cash flows from financing activities
Proceeds from promissory note			—				417,000
Repayment of promissory note			—				(261,935	)
Proceeds from sale of 8,000,000 units at $10 per unit in IPO net of offering cost paid at closing			—				78,641,719
Proceeds from sale of 248,300 units to Sponsor in private placement			—				2,483,000
Proceeds from sale of 40,000 units to underwriters in private placement			—				100
Proceeds from sale of 1,000,000 $15 strike warrants in private placement			—				100,000
Net cash provided by Financing activities			—				81,379,884
Net increase in cash			(243,665	)			503,771
Cash at beginning of period			486,900				46,285
Cash at end of period		$	243,235			$	550,056
Supplemental disclosure for non-cash financing activities:
Offering cost			—				(1,481,032	)

The accompanying notes are an integral part of the financial statements.

4

FG Merger II Corp.

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2026 (UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

FG Merger II Corp. (the “Company”) is a blank check company incorporated in Nevada on September 20, 2023. The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”).

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial services industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2026, the Company had not yet commenced any operations. All activity through March 31, 2026 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

The registration statement of the Company was declared effective on January 28, 2025. On January 30, 2025, the Company consummated its IPO of 8,000,000 units at $10.00 per unit (the “Units”). Each Unit consist of one share of common stock of the Company, par value $0.0001 per shares (“Public Shares”) and one right to receive one-tenth common share (“Public Right”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,000,000.

Simultaneously with the closing of the IPO, the Company consummated private placement ( “Private Placement”) in which i) FG Merger Investors II LLC (the “Sponsor”) and Ramnaraine Jaigobind purchased 223,300 and 25,000 private unit ( the “Private Units”) respectively, at a price of $10.00 per Private Unit, generating total proceeds of $2,483,000 and ii) the Sponsor purchased in aggregate of 1,000,000 $15.00 exercise price warrants (the “$15 Private Warrants”) at a price of $0.10 per $15 Private Warrant, each exercisable to purchase one shares of common stock at $15.00 per share, for an aggregate purchase price of $100,000.

Each Private Unit consists of one common share and one right. right (“Private Unit Right”). Each whole Private Unit Right entitles the holder to convert the right to one-tenth share of common stock.

Each $15 Private Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

The Company Units are listed on the National Association of Securities Dealers Automated Quotations (“Nasdaq”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the $15 Private Warrants, and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the IPO, and amount of $80,800,000 ($10.10 per Unit) from the net proceed of the sale of the Units in the IPO and the sale of Private Placement Securities were placed in a trust account (“Trust Account”) account (“Trust Account”) and invested in a money market fund, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

5

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. In the event that the Company seeks stockholder approval in connection with a Business Combination, the Company will proceed with the Business Combination only if a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated articles of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The holders of Public Shares are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated articles of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Sponsor, officers, directors and advisors (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to the Company’s amended and restated articles of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the amended and restated articles of incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 Private Warrant (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Initial Stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination.

The Company have until 24 months from the closing of the IPO to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of funds withdrawn for working capital purposes (not to exceed $1,000,000 annually) and taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. There will be no redemption rights or liquidation distribution with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination period.

6

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Merger Agreement

On August 4, 2025, FGMC, Boxable Inc. (“Target” or “BOXABLE”) and FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary of FGMC (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for a two-step merger transaction (the “Mergers”) in which, first, Merger Sub will merge with and into BOXABL (the “First Merger”), with BOXABL surviving as a wholly-owned subsidiary of FGMC, and, immediately thereafter, BOXABL (as the surviving company in the First Merger) will merge with and into FGMC (the “Second Merger”), with Company continuing as the surviving public company (the “Combined Company”). By virtue of the consummation of the Mergers, the Combined Company will change its name to BOXABL Inc. The Boards of Directors of BOXABL, Company, and Merger Sub have unanimously approved the Merger Agreement and the transactions contemplated thereby.

Consideration

The aggregate merger consideration to be received by BOXABL stockholders is equal to a combination of preferred and common shares of FGMC that equals a total of $3,500,000,000, each at a deemed value of $10 per share. There is no minimum cash required to close the Merger.

Closing Conditions

The closing of the Mergers is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of BOXABL and FGMC, effectiveness of a registration statement on Form S-4 to be filed by the Company with the SEC in connection with the transaction, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, approval for listing of the Combined Company Common Stock on Nasdaq or NYSE, absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Merger Agreement.

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances. Either BOXABL or FGMC may terminate the agreement by written notice if the closing has not occurred on or before December 31, 2025 (the “Agreement End Date”), provided that the right to terminate on this basis is not available to any party whose breach of the agreement has proximately caused the failure of the closing to occur by such date. Termination is also permitted by mutual written consent of the parties, or by either party if a governmental authority enacts a law or order that makes consummation of the transactions illegal or otherwise prohibits the transaction, so long as the terminating party or its subsidiaries did not cause such prohibition by their own breach.

On November 3, 2025, Company entered into an amendment (the “Amendment”) to the Merger Agreement with Boxable. Pursuant to the Amendment, the parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from December 31, 2025, to March 31, 2026.

On April 6, 2026, Company entered into an amendment (the “Second Amendment”) to the Merger Agreement with BOXABL. Pursuant to the Second Amendment, the parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from March 31, 2026, to July 31, 2026.

7

Termination Provisions

Additional termination rights include the ability for either party to terminate if the required stockholder approvals from either BOXABL or FGMC are not obtained at their respective stockholder meetings, unless the failure to obtain such approval is due to the action or inaction of the party seeking termination. The agreement may also be terminated by one party if the other party has committed a material breach of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions, subject to a cure period of up to thirty (30) days (or any shorter period remaining before the Agreement End Date) after notice of such breach. Upon termination, the agreement becomes void and has no further effect, except for certain provisions that expressly survive, and subject to liability for any willful and material breach or actual fraud occurring prior to termination. Each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.

Certain Related Agreements

In connection with the execution of the Merger Agreement, the sponsor of FGMC, entered into a support agreement pursuant to which it agreed to vote its shares of FGMC in favor of the transaction and take certain other actions in support of the Mergers (the “Sponsor Support Agreement”). Certain stockholders of the BOXABLE entered into a support agreement pursuant to which they agreed to vote their shares of BOAXABLE in favor of the transaction and take certain other actions in support of the Mergers (the “BOXABLE Support Agreement”). At closing, BOXABLE and FGMC will enter into lock-up agreements with certain BOXABLE stockholders (the “BOXABLE Lock-Up Agreements”) and with the sponsor (the “Sponsor Lock-Up Agreement”), restricting the transfer of certain shares for specified periods following the closing.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

8

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2026.

Marketable securities held in trust account

At March 31, 2026, substantially all of the assets held in the Trust Account were invested in a money market fund focused on U.S Treasury obligation.

Deferred offering costs

Deferred offering costs consist of legal, underwriter expenses and accounting expense incurred through the balance sheet date that are directly related to the IPO and that are charged to stockholder’s equity upon the completion of the IPO. Offering cost amounting to 1,481,031 (including $750,000 of underwriting fee and $250,000 of advisor fee) were charged to shareholders’ equity upon the completion of the IPO.

Warrant and Right Instruments

The Company accounts for the Public Rights issued in connection with the IPO, the Private Unit Rights and the $15 Private Warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”. Under ASC 815-40, Public Rights and the Private Unit Rights and $15 Private Warrants meet the criteria for equity treatment and as such will be recorded in shareholders’ equity. If the Public Rights, Private Unit Rights and $15 Private Warrant no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period with changes recorded in the statement of operations.

Common stock subject to possible redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2026, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value using the “at redemption value” method and accordingly recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital.

Income taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

9

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2026 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The company’s year-end is December 31 and no statutory tax deadline has yet occurred.

As of March 31, 2026, the Company has estimated $161,164 in income tax expense on the income earned in the Trust Account.

Reconciliation of Net Income (Loss) per Common Share

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company utilize two class methodology in calculation of earnings per share. The Company has redeemable shares that were issued in IPO and non-redeemable shares which include shares issued in Private Placement, Underwriter Units, Advisor Units and Founder Share (as described below). Income and losses are shared pro rata between the redeemable and nonredeemable common shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Net loss for the period from January 1, 2025 to IPO was allocated fully to the non-redeemable common shares. Net income from IPO till March 31, 2025, was allocated to redeemable and non-redeemable common shares. Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of common share outstanding for the potentially dilutive impact of outstanding warrants.

The following table reflects the calculation of basic and diluted net income(loss) per share of common stock (in dollars, except per share amounts):

Net loss from January 1, 2026, to March 31, 2026 $ 287,762

		For the three months ended March 31, 2026
		Redeemable				Non- Redeemable
		Shares				Shares				Total
Total number of ordinary shares – Basic			8,000,000				2,295,800				10,295,800
Ownership percentage			78	%			22	%			100	%
Total income allocated by class		$	224,454				63,308				287,762
Less: Accretion allocated based on ownership percentage			(563,335	)			(158,889	)			(722,224	)
Plus: Accretion applicable to the redeemable class			722,224				—				722,224
Total income (loss) by class		$	383,344			$	(95,582	)			287,762
Weighted average shares			8,000,000				2,295,800				—
Earnings (loss) per ordinary share - Basic		$	0.05			$	(0.04	)			—

		For the three months ended March 31, 2026
		Redeemable				Non- Redeemable
		Shares				Shares				Total
Total number of ordinary shares – Diluted			8,800,000				2,325,380				11,125,380
Ownership percentage			79	%			21	%			—
Total income allocated by class		$	227,332				60,430				287,762
Less: Accretion allocated based on ownership percentage			(570,557	)			(151,667	)			(722,224	)
Plus: Accretion applicable to the redeemable class			722,224				—				722,224
Total income (loss) by class		$	378,999			$	(91,237	)			287,762
Weighted average shares			8,800,000				2,325,380				—
Earnings (loss) per ordinary share - Diluted		$	0.04			$	(0.04	)			—

10

Net loss from January 1, 2025, to IPO date		$	(106	)
Net income from IPO date to March 31, 2025			315,456
Total income from January 1, 2025, to March 31, 2025		$	315,350

		For the three months ended March 31, 2025
		Redeemable				Non- Redeemable
		Shares				Shares				Total
Total number of ordinary shares – Basic			8,000,000				2,295,800				10,295,800
Ownership percentage			78	%			22	%			—
Total income allocated by class		$	246,056			$	69,294			$	315,350
Less: Accretion allocated based on ownership percentage			(2,011,504	)			(567,348	)			(2,578,852	)
Plus: Accretion applicable to the redeemable class			2,578,852				—				—
Total income (loss) by class		$	813,404			$	(498,054	)			315,350
Weighted average shares			5,333,333				2,320,533				—
Earnings (loss) per ordinary share - Basic		$	0.153			$	(0.21	)			—

		For the three months ended March 31, 2025
		Redeemable				Non- Redeemable
		Shares				Shares				Total
Total number of ordinary shares – Diluted			8,800,000				2,325,380				11,125,380
Ownership percentage			79	%			21	%			—
Total income allocated by class		$	249,210			$	66,140			$	315,350
Less: Accretion allocated based on ownership percentage			(2,037,293	)			(541,559	)			(2,578,852	)
Plus: Accretion applicable to the redeemable class			2,578,852				—				—
Total income (loss) by class		$	790,769			$	(475,419	)			315,350
Weighted average shares			5,866,667				2,340,253				—
Earnings (loss) per ordinary share - Diluted		$	0.135			$	(0.203	)			—

Fair value of financial instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement”, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities.

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 input include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The fair value of the marketable securities held in Trust Account is determined using the level 1 input.

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Operating Segments

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer and the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

		March 31, 2026				March 31, 2025
General and administrative expenses		$	273,298			$	126,856
Interest earned in the Trust Account		$	722,224				559,755

The CODM reviews interest earned on the Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

Recently issued accounting standard

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods. The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted. The Company adopted this guidance for the year ended 2025. The adoption resulted in disclosure changes only.

In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, which requires enhanced disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is intended to improve transparency regarding the nature and magnitude of factors contributing to differences between the statutory tax rate and the effective tax rate, as well as cash taxes paid by jurisdiction.

The Company adopted this standard effective January 1, 2025 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows, as the amendments are disclosure-only in nature. Prior-period amounts have been recast to conform to the current-period presentation, where applicable.

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

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NOTE 3. INITIAL PUBLIC OFFERING

On January 30, 2025, the Company consummated its IPO of 8,000,000 Units at $10.00 per unit. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,000,000.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the Company consummated Private Placement in which i) Sponsor and Ramnaraine Jaigobind purchased 223,300 and 25,000 Private Units respectively, at a price of $10.00 per Private Unit, generating total proceeds of $2,483,000 and ii) the Sponsor purchased in aggregate of 1,000,000 $15 Private Warrants”) at a price of $0.10 per $15 Private Warrant, each exercisable to purchase one shares of common stock at $15.00 per share, for an aggregate purchase price of $100,000.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On October 6, 2023, the Company issued an aggregate of 2,156,250 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On October 18, 2023, the Sponsor transferred an aggregate of 465,000 Founder Shares to members of the Company’s management, board of directors and senior advisors, resulting in the Sponsor holding 1,691,250 Founder Shares. The Founder Shares include an aggregate of up to 300,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the IPO (assuming the Initial Stockholders did not purchase any Public Shares in the IPO and excluding the securities underlying the $15 Private Warrants, the Private Units).

On August 21, 2024, Company issued a dividend of approximately 0.066 Founder Shares for every issued and outstanding founder share resulting in our initial stockholders holding an aggregate of 2,300,000 Founder Shares, an increase of 143,750 founder compared to 2,156,250 initial Founder Shares issued.

On February 5, 2025, the underwriters elected to terminate their over-allotment option to purchase 1,200,000 IPO Units resulting in Sponsor to forfeit 300,000 Founder Shares. As of March 31, 2026, there were 2,000,000 Founder Shares outstanding.

The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Public Shares for cash, securities or other property.

Promissory Notes

On October 6, 2023, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. As of March 31, 2025, $125,000 outstanding under the Promissory Notes. The Promissory Notes are noninterest bearing and payable on the consummation of the IPO.

On January 30, 2025, the Company issued an unsecured promissory note of $417,000 to the Sponsor. This promissory note bear interest at the rate of 12% per year and will mature on January 30, 2026. On March 5, 2025, the company paid $257,000 in principal and $4,935 in interest. As of March 31, 2026, there was no outstanding balance due under the promissory note.

Administrative Services Agreement

The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor will perform certain services for the Company for a monthly fee of $15,000. As of March 31, 2026, the Company has paid $45,000 to Sponsor.

Both executive officers of the Company serve as the managers of the Sponsor at close of the IPO.

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NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, the Private Units, the $15 Private Warrants (and their underlying securities) are entitled to registration rights pursuant to a registration rights agreement. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 1,200,000 additional Units to cover over-allotments at the IPO price. On February 5, 2025, the underwriters elected to terminate their over-allotment option to purchase 1,200,000 Units resulting in Sponsor to forfeit 300,000 Founder Shares.

The underwriter are entitled to a underwriting discount equal to the lesser of (i) 750,000 (ii) an amount equal to $750,000 plus 1% of the gross proceeds from the sale of the Over-Allotment Units. At IPO closing, underwriter were paid $750,000.

Underwriters also received 40,000 private units (“Underwriter Units”) at close of IPO for a nominal price of $100.

Additionally, the Underwriter has agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of the IPO (subject to the Company’s right, to allocate up to 50% of such fee to another financial institution in Company’s sole discretion) upon completion of the Business Combination.

Financial Advisor

Upon closing of the IPO, the Company paid $250,000 to the financial advisor and issued 25,000 private units ( “Advisor Units”).

NOTE 7. STOCKHOLDERS’ EQUITY

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001. On March 31, 2026, there were 2,295,800 common shares outstanding, excluding 8,000,000 shares subject to possible redemption.

Rights — Public Rights will entitle the holder to receive one-tenth common share per each Public Right. On March 31, 2026, the Company had 829,580 total rights including 800,000 Public Rights outstanding at the close of the IPO.

Warrants — The $15 Private Warrants entitles the holder to purchase one common share at an exercise price of $15.00 per each share, is exercisable for a period of 10 years from the date of Business Combination, is non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Company have 1,000,000 $15 Private Warrant outstanding at the close of the IPO.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period, the $15 Private Warrants may expire worthless.

NOTE 8. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

On April 1, 2026, the Company withdrew $147,2444 from the income earned in the Trust Account to pay the tax liability.

On April 6, 2026, Company entered into an amendment (the “Second Amendment”) to the Merger Agreement with BOXABL. Pursuant to the Second Amendment, the parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from March 31, 2026, to July 31, 2026.

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Exhibit 99.8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” or refer to FG Merger II Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to FG Merger Investors II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to our final prospectus filed in connection with our IPO (as defined below), under Cautionary Note Regarding Forward-Looking Statements and Risk Factors. The Company’s securities filings can be accessed on the EDGAR section of the U.S. Securities and Exchange Commission’s (“SEC”) website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

FG Merger II Corp. (the “Company”) is a blank check company incorporated in Nevada on September 20, 2023. The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”).

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the financial services industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2026, the Company had not yet commenced any operations. All activity through March 31, 2026 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

Recent Developments

Our registration statement was declared effective on January 28, 2025. On January 30, 2025, we consummated our IPO of 8,000,000 units at $10.00 per unit (the “Units”). Each Unit consist of one share of common stock of the Company, par value $0.0001 per shares (“Public Shares”) and one right to receive one-tenth common share (“Public Right”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,000,000.

Simultaneously with the closing of the IPO, we consummated private placement ( “Private Placement”) in which i) FG Merger Investors II LLC (the “Sponsor”) and Ramnaraine Jaigobind purchased 223,300 and 25,000 private unit ( the “Private Units”) respectively, at a price of $10.00 per Private Unit, generating total proceeds of $2,483,000 and ii) the Sponsor purchased in aggregate of 1,000,000 $15.00 exercise price warrants (the “$15 Private Warrants”) at a price of $0.10 per $15 Private Warrant, each exercisable to purchase one shares of common stock at $15.00 per share, for an aggregate purchase price of $100,000.

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Each Private Unit consists of one common share and one right. right (“Private Unit Right”). Each whole Private Unit Right entitles the holder to convert the right to one-tenth share of common stock.

Each $15 Private Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants are not to be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Our Units are listed on the National Association of Securities Dealers Automated Quotations (“Nasdaq”). Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the $15 Private Warrants, and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the IPO, and amount of $80,800,000 ($10.10 per Unit) from the net proceed of the sale of the Units in the IPO and the sale of Private Placement Securities were placed in a trust account (“Trust Account”) account (“Trust Account”) and invested in a money market fund, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

We will provide our stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, we may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. In the event that we seeks stockholder approval in connection with a Business Combination, we will proceed with the Business Combination only if a majority of the outstanding shares voted are voted in favor of the Business Combination.

If we seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, our amended and restated articles of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The holders of Public Shares are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to our warrants.

If a stockholder vote is not required and if we decide not to hold a stockholder vote for business or other legal reasons, we will, pursuant to its amended and restated articles of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

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The Sponsor, officers, directors and advisors (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to our amended and restated articles of incorporation with respect to the our pre-Business Combination activities prior to the consummation of a Business Combination unless we provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if we do not seek stockholder approval in connection therewith) or a vote to amend the provisions of the amended and restated articles of incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 Private Warrant (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Initial Stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if we fail to complete our Business Combination.

We have until 24 months from the closing of the IPO to complete a Business Combination. If we are unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of funds withdrawn for working capital purposes (not to exceed $1,000,000 annually) and taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. There will be no redemption rights or liquidation distribution with respect to our warrants, which will expire worthless if we fail to complete our initial Business Combination within the Combination period.

The Sponsor has agreed that it will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Merger Agreement

On August 4, 2025, FGMC, Boxable Inc. (“Target” or “BOXABLE”) and FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary of FGMC (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for a two-step merger transaction (the “Mergers”) in which, first, Merger Sub will merge with and into BOXABL (the “First Merger”), with BOXABL surviving as a wholly-owned subsidiary of FGMC, and, immediately thereafter, BOXABL (as the surviving company in the First Merger) will merge with and into FGMC (the “Second Merger”), with Company continuing as the surviving public company (the “Combined Company”). By virtue of the consummation of the Mergers, the Combined Company will change its name to BOXABL Inc. The Boards of Directors of BOXABL, Company, and Merger Sub have unanimously approved the Merger Agreement and the transactions contemplated thereby.

Consideration

The aggregate merger consideration to be received by BOXABL stockholders is equal to a combination of preferred and common shares of FGMC that equals a total of $3,500,000,000, each at a deemed value of $10 per share. There is no minimum cash required to close the Merger.

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Closing Conditions

The closing of the Mergers is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of BOXABL and FGMC, effectiveness of a registration statement on Form S-4 to be filed by the Company with the SEC in connection with the transaction, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, approval for listing of the Combined Company Common Stock on Nasdaq or NYSE, absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Merger Agreement.

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances. Either BOXABL or FGMC may terminate the agreement by written notice if the closing has not occurred on or before December 31, 2025 (the “Agreement End Date”), provided that the right to terminate on this basis is not available to any party whose breach of the agreement has proximately caused the failure of the closing to occur by such date. Termination is also permitted by mutual written consent of the parties, or by either party if a governmental authority enacts a law or order that makes consummation of the transactions illegal or otherwise prohibits the transaction, so long as the terminating party or its subsidiaries did not cause such prohibition by their own breach.

On November 3, 2025, Company entered into an amendment (the “Amendment”) to the Merger Agreement with Boxable. Pursuant to the Amendment, the parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from December 31, 2025, to March 31, 2026.

On April 6, 2026, Company entered into an amendment (the “Second Amendment”) to the Merger Agreement with BOXABL. Pursuant to the Second Amendment, the parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from March 31, 2026, to July 31, 2026.

Termination Provisions

Additional termination rights include the ability for either party to terminate if the required stockholder approvals from either BOXABL or FGMC are not obtained at their respective stockholder meetings, unless the failure to obtain such approval is due to the action or inaction of the party seeking termination. The agreement may also be terminated by one party if the other party has committed a material breach of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions, subject to a cure period of up to thirty (30) days (or any shorter period remaining before the Agreement End Date) after notice of such breach. Upon termination, the agreement becomes void and has no further effect, except for certain provisions that expressly survive, and subject to liability for any willful and material breach or actual fraud occurring prior to termination. Each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.

Certain Related Agreements

In connection with the execution of the Merger Agreement, the sponsor of FGMC, entered into a support agreement pursuant to which it agreed to vote its shares of FGMC in favor of the transaction and take certain other actions in support of the Mergers (the “Sponsor Support Agreement”). Certain stockholders of the BOXABLE entered into a support agreement pursuant to which they agreed to vote their shares of BOAXABLE in favor of the transaction and take certain other actions in support of the Mergers (the “BOXABLE Support Agreement”). At closing, BOXABLE and FGMC will enter into lock-up agreements with certain BOXABLE stockholders (the “BOXABLE Lock-Up Agreements”) and with the sponsor (the “Sponsor Lock-Up Agreement”), restricting the transfer of certain shares for specified periods following the closing.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through March 31, 2026 were organizational activities, including those necessary to identifying and working with the target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

4

For the three months ended March 31, 2026, the Company reported net income of $287,762, which consists of $722,224 in investment income earned in Trust Account, offset by $273,298 in general and administrative expenses and $161,164 income tax expense.

For the three months ended March 31, 2025, the Company reported a net income of $315,350 which consists of $559,755 in investment income earned in Trust Account, offset by $126,856 in general and administrative expenses and $117,549 in income tax expense.

Liquidity and Capital Resources

As of March 31, 2026, we held a cash balance of $243,235. Prior to the IPO, our liquidity needs were satisfied through the $25,000 proceeds received from the Sponsor for purchase of Founder Shares (as defined below), as well as $125,000 loan from Sponsor under a promissory note (“Promissory Notes”).

On January 28, 2025, we issued an unsecured promissory note of $417,000 to the Sponsor. This promissory note bear interest at the rate of 12% per year and will mature on January 30, 2026. On March 5, 2025, the company paid $257,000 in principal and $4,935 in interest. As of March 31, 2025, there was $160,000 outstanding balance in principle and $1,368 in accrued interest under the promissory note.

On January 30, 2025, we consummate our IPO of 8,000,000 Units. The Units were sold at $10.00 per Unit, generating gross proceeds to the Company of $80,000,000.

Simultaneously with the closing of the IPO, we consummated the Private Placement of Private Units and $15 Private Warrants generating proceeds of $2,483,000 and $100,000 respectively.

From the proceeds of the IPO, Private Placement and the promissory note dated January 28, 2025, the Company put 80,800,000 ($10.10 per Unit) in the Trust and retained approximately $2,200,000 for working capital and payment of expenses related to IPO.

Pursuant to the Investment Management Trust Agreement between the Company and Continental Stock Transfer and Trust (“Trustee”) signed at IPO closing, we are allowed to withdraw up to $1,000,000 annually for working capital need from the investment income earned in the Trust Account. As of March 31, 2026, we have withdrawn $1,200,000 from the Trust Account.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). As of March 31, 2026, there were no Working Capital Loans under this arrangement.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination

Off-Balance Sheet Arrangement

We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

Contractual Obligations

Registration Rights

The holders of the Founder Shares, the Private Units, the $15 Private Warrants (and their underlying securities) are entitled to registration rights pursuant to a registration rights agreement. We will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.

Underwriting Agreement

We granted the underwriters a 45-day option to purchase up to 1,200,000 additional Units to cover over-allotments at the IPO price. On February 5, 2025, the underwriters elected to terminate their over-allotment option to purchase 1,200,000 Units resulting in Sponsor forfeiting 300,000 Founder Shares.

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The underwriter are entitled to a underwriting discount equal to the lesser of (i) 750,000 (ii) an amount equal to $750,000 plus 1% of the gross proceeds from the sale of the Over-Allotment Units. At IPO closing, the underwriter was paid $750,000.

Underwriters also received 40,000 private units (“Underwriter Units”) at close of IPO for a nominal price of $100.

Additionally, the Underwriter has agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of the IPO (subject to the Company’s right, to allocate up to 50% of such fee to another financial institution in Company’s sole discretion) upon completion of the Business Combination.

Financial Advisor

Upon closing of the IPO, we paid $250,000 to the financial advisor and issued 25,000 private units (the “Advisor Units”).

Related Party Transactions

On October 6, 2023, we issued an aggregate of 2,156,250 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On October 18, 2023, the Sponsor transferred an aggregate of 465,000 Founder Shares to members of the Company’s management, board of directors and senior advisors, resulting in the Sponsor holding 1,691,250 Founder Shares. The Founder Shares include an aggregate of up to 300,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the IPO (assuming the Initial Stockholders did not purchase any Public Shares in the IPO and excluding the securities underlying the $15 Private Warrants, the Private Units).

On August 21, 2024, we issued a dividend of approximately 0.066 Founder Shares for every issued and outstanding founder share resulting in our initial stockholders holding an aggregate of 2,300,000 Founder Shares, an increase of 143,750 founder compared to 2,156,250 initial Founder Shares issued.

On February 5, 2025, the underwriters elected to terminate their over-allotment option to purchase 1,200,000 IPO Units resulting in Sponsor to forfeit 300,000 Founder Shares. As of March 31, 2026, there were 2,000,000 Founder Shares outstanding.

The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Public Shares for cash, securities or other property.

Promissory Notes

On October 6, 2023, we issued a promissory note to the Sponsor, pursuant to which we may borrow up to an aggregate principal amount of $150,000. As of March 31, 2025, $125,000 outstanding under the Promissory Notes. The Promissory Notes are noninterest bearing and payable on the consummation of the IPO.

On January 28, 2025, we issued an unsecured promissory note of $417,000 to the Sponsor. This promissory note bear interest at the rate of 12% per year and will mature on January 30, 2026. On March 5, 2025, the company paid $257,000 in principal and $4,935 in interest. As of March 31, 2026, there was no balance outstanding under the promissory note.

Administrative Services Agreement

We entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor will perform certain services for us for a monthly fee of $15,000. As of March 31, 2026, we have paid $45,000 to the Sponsor.

Both executive officers of the Company serve as the managers of the Sponsor at close of the IPO.

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Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We had identified the following as its critical accounting policies:

Basis of presentation

The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2026.

Deferred offering costs

Deferred offering costs consist of legal, underwriter expenses, accounting and other offering related expenses incurred through the balance sheet date that are directly related to the IPO and that are charged to stockholders equity upon the completion of the IPO. Offering cost amounting to 1,481,031 (including $750,000 of underwriting fee and $250,000 of advisor fee) were charged to shareholders’ equity upon the completion of the IPO.

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Marketable securities held in trust account

At March 31, 2026, substantially all of the assets held in the Trust Account were invested in a money market fund focused on U.S Treasury obligation.

Common stock subject to possible redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2026, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value using the “at redemption value” method and accordingly recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital.

Income taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of March 31, 2025 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The company’s year-end is December 31 and no statutory tax deadline has yet occurred.

As of March 31, 2026, the Company has estimated $161,164 in income tax expense on the income earned in the Trust Account.

Reconciliation of Net Income (Loss) per Common Share

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company utilize two class methodology in calculation of earnings per share. The Company has redeemable shares that were issued in IPO and non-redeemable shares which include shares issued in Private Placement, Underwriter Units, Advisor Units and Founder Share (as described below). Income and losses are shared pro rata between the redeemable and nonredeemable common shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Net income for the period from January 1, 2026 to March 31, 2026 was allocated to redeemable and non-redeemable common shares. Net loss for the period from January 1, 2025 to IPO was allocated fully to the non-redeemable common shares. Net income from IPO till March 31, 2025, was allocated to redeemable and non-redeemable common shares. Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of common share outstanding for the potentially dilutive impact of outstanding warrants.

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Fair value of financial instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement”, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities.

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 input include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The fair value of the marketable securities held in Trust Account is determined using the level 1 input.

Operating Segments

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer and the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

		March 31, 2026				March 31, 2025
General and administrative expenses		$	273,298			$	126,856
Interest earned in the Trust Account		$	722,224				559,755

The CODM reviews interest earned on the Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

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General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

Recently issued accounting standard

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods. The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted. The Company adopted this guidance for the year ended 2025. The adoption resulted in disclosure changes only.

In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, which requires enhanced disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is intended to improve transparency regarding the nature and magnitude of factors contributing to differences between the statutory tax rate and the effective tax rate, as well as cash taxes paid by jurisdiction.

The Company adopted this standard effective January 1, 2025 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows, as the amendments are disclosure-only in nature. Prior-period amounts have been recast to conform to the current-period presentation, where applicable.

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

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Exhibit 99.9

BOXABL Inc. (NASDAQ: BXBL) Completes Business Combination with

FG Merger II Corp. at $3.5 Billion Valuation

Factory-Built Housing Innovator Officially Becomes a Publicly Traded Company; Merger Closes Following Stockholder Approval Secured on June 9, 2026

Shares will begin trading on the Nasdaq Stock Market under the ticker symbols “BXBL” on July 20, 2026

LAS VEGAS — July 17, 2026 — BOXABL Inc. (“BOXABL” or the “Company”) today announces the successful completion of its previously announced business combination (the “Business Combination”) with FG Merger II Corp. (NASDAQ: FGMC) (“FGMC”), a publicly traded special purpose acquisition company. The Business Combination was approved by FGMC stockholders at a special meeting held on June 9, 2026.

In connection with the closing, FG Merger II Corp. has been renamed “BOXABL Inc.” and the combined company’s common stock is expected to commence trading on the Nasdaq stock market under the ticker symbol BXBL effective Monday, July 20, 2026. Under the terms of the merger, FGMC issued 350 million shares to BOXABL stockholders, representing the $3.5 billion valuation based on a deemed value of $10 per share. Notably, all existing BOXABL shareholders will roll 100% of their equity into the combined company, demonstrating alignment and long-term commitment. Additionally, the Company issued an aggregate of 800,000 shares of common stock to the holders of FGMC’s outstanding rights pursuant to the terms of the rights, and such rights are no longer outstanding or trading on the Nasdaq stock market.

BOXABL aims to disrupt the traditional housing construction industry by delivering affordable, high-quality homes at an accelerated pace. Its flagship product, the 361-square-foot Casita, is a studio unit complete with a full kitchen, bathroom, and utilities, designed to unfold on-site in under an hour. The company also offers the smaller 120-square-foot Baby Box and is developing stackable and connectable models for larger residential structures like townhomes and multifamily units. To date, BOXABL has raised over $230 million from more than 50,000 investors, indicating substantial public interest in its vision.

BOXABL’s founders and Co-CEOs, Paolo and Galiano Tiramani, will continue to lead the combined entity. Paolo Tiramani commented: “The housing market is broken, and nobody was going to fix it. So, we built the factory, engineered the product, and now will have access to the public markets. We are excited to continue working in our mission to solve the housing crisis.” The merger is anticipated to provide BOXABL with enhanced access to capital, enabling it to scale production capabilities, invest in research and development, and address the growing global demand for its innovative building systems.

Transaction Background

On August 4, 2025, BOXABL and FGMC entered into an Agreement and Plan of Merger providing for the two-step transaction. The merger was effected through the merger of FG Merger Sub II Inc. with and into BOXABL (the “First Merger”), followed immediately by the merger of BOXABL with and into FGMC (the “Second Merger”), with FGMC continuing as the surviving public company. Upon the consummation of the Second Merger, the surviving public company was renamed “BOXABL Inc.”

The registration statement on Form S-4 relating to the Business Combination was declared effective by the SEC, and FGMC’s stockholders voted to approve all proposals necessary to effect the Business Combination at the Special Meeting held on June 9, 2026.

Advisors

ThinkEquity served as advisor to FG Merger II Corp. in connection with the business combination. Loeb & Loeb LLP served as legal advisor to FGMC. Maxim Group LLC served as exclusive financial advisor to BOXABL in connection with the business combination. Winston Taylor LLP served as legal advisor to 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.

Investor Relations: invest@boxabl.com | boxabl.com/ir

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/

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.

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.

Filing Exhibits & Attachments

26 documents

Press Releases

• EX-99.1 EX-99.1 229.9 KB
• EX-99.2 EX-99.2 660.1 KB
• EX-99.3 EX-99.3 290.8 KB
• EX-99.4 EX-99.4 115.2 KB
• EX-99.5 EX-99.5 833.8 KB
• EX-99.6 EX-99.6 98.4 KB
• EX-99.7 EX-99.7 212.7 KB
• EX-99.8 EX-99.8 104.9 KB
• EX-99.9 EX-99.9 25.6 KB
• EX-99 GRAPHIC 5.5 KB
• EX-99 GRAPHIC 3.3 KB

Agreements & Contracts

• EX-10.1 EX-10.1 51.3 KB
• EX-10.2 EX-10.2 46.9 KB
• EX-10.3 EX-10.3 80.9 KB
• EX-10.4 EX-10.4 175.6 KB

Other Documents

• EX-3.1 EX-3.1 108.5 KB
• EX-3.2 EX-3.2 156.9 KB
• EX-16.1 EX-16.1 7.9 KB
• EX-16 GRAPHIC 5.1 KB
• EX-16 GRAPHIC 22.8 KB
• EX-16 GRAPHIC 32.3 KB
• EX-16 GRAPHIC 10.1 KB
• EX-16 GRAPHIC 706 B
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 34.1 KB
• EX-101 XBRL PRESENTATION FILE 22.3 KB