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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 28, 2026
FG MERGER II CORP.
(Exact name of registrant as specified in its
charter)
| Nevada |
|
001-42493 |
|
86-2579471 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
104 S. Walnut Street, Unit 1A
Itasca,
IL 60143
(Address of principal executive offices)
(847)
751-9017
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock |
|
FGMC |
|
THE NASDAQ STOCK MARKET LLC |
| Rights |
|
FGMCR |
|
THE NASDAQ STOCK MARKET LLC |
| Units |
|
FGMCU |
|
THE NASDAQ STOCK MARKET LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry Into A Material Definitive
Agreement.
On May 28, 2026, FG Merger II Corp. (“FGMC”) and
BOXABL Inc. (“BOXABL”), entered into an agreement with Atsion Opportunity Fund LLC – Series 2 (“Atsion”)
for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”). For purposes of the Forward Purchase
Agreement, “Counterparty” refers to FGMC prior to the consummation of the Business Combination and to FGMC (to be renamed
“BOXABL Inc.”) following the consummation of the Business Combination. Immediately after entry into the Forward Purchase Agreement,
the parties to the Forward Purchase Agreement entered into a Novation Agreement dated May 28, 2026 (the “Novation Agreement”),
pursuant to which one-half of the Forward Purchase Agreement was novated to FG Capital Partners, LLC (“FGCP”, and collectively
with Atsion, the “Seller”). FGCP is affiliated with Larry G. Swets, Jr., Hassan R. Baqar, Scott D Wollney and Richard
E. Govignon, each an officer or director of the FGMC, resulting in the entry into the Novation Agreement being a related party transaction.
Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.
The Forward Purchase Agreement is not being entered into to
provide any capital to ensure that FGMC meets the minimum cash requirements for its initial business combination. Instead, FGMC entered
into the Forward Purchase Agreement to provide access to potential additional growth capital in replacement of redeemed Trust assets.
Pursuant to the terms of the Forward Purchase Agreement, the
Seller intended, but was not obligated, to purchase and hold up to 3,000,000 shares of FGMC common stock prior to the closing date of
the Business Combination (the “Closing Date”).
The Forward Purchase Agreement provides that Seller shall be
prepaid an aggregate cash amount (the “Prepayment Amount”) equal to the product of (i) the number of shares as set
forth in a Pricing Date Notice and (ii) the per share redemption price payable to redeeming shareholders in connection with the Business
Combination (the “Initial Price”). Counterparty will pay to the Seller the Prepayment Amount directly from the Trust Account
no later than the earlier of (a) one business day after the Closing Date, and (b) the date any assets from the Trust Account are disbursed
in connection with the Business Combination.
From time to time and on any date following the Closing Date
(any such date, an “OET Date”), the Seller may terminate the Forward Purchase Agreement in whole or in part with respect
to any Shares upon written notice to Counterparty (an “OET Notice”), specifying the number of Shares by which the number
of Shares shall be reduced (such quantity, the “Terminated Shares”). “Terminated Shares” includes (i) Shares
specified in an OET Notice and (ii) any Recycled Shares sold by Seller during the term of the Transaction, unless Counterparty and Seller
agree in writing to an alternative sale reconciliation procedure. Seller will pay to Counterparty an amount equal to the product of (x)
the number of Terminated Shares and (y) the Reference Price in respect of such OET Date (the “Termination Price”) (an
“Early Termination Obligation”). The Reference Price is initially $10.00, and may be reduced by Counterparty one time
in any twenty-one-day period. The effect of an OET Notice will be to reduce the Number of Shares by the number of Terminated Shares specified
in such OET Notice with effect as of the related OET Date.
The Forward Purchase Agreement valuation date shall be 90 days
following the closing of the Business Combination (the “Valuation Date”), although Counterparty shall have the right
to extend the Valuation Date for an additional 90 days up to two times (for up to 180 additional days in total) upon ten Exchange Business
Days’ notice to the Seller. On the Cash Settlement Payment Date, which is the tenth trading day immediately following the Maturity
Date (as described below), the Seller will remit to the Counterparty an amount equal to (a) the product of (i) the Number of Shares as
of the Valuation Date, multiplied by (ii) the average daily VWAP Price over the Valuation Period, less (b) the Settlement Amount Adjustment.
The Settlement Amount Adjustment is a cash amount equal to the product of (i) the Number of Shares as of the Valuation Date, multiplied
by (ii) $0.80. The Valuation Period commences on the first Exchange Business Day immediately following the Valuation Date and ends 15
trading days after such date.
Seller agreed to waive any redemption rights under the Counterparty’s
Certificate of Incorporation, as amended, with respect to the Shares during the term of the Forward Purchase Agreement. Such waiver may
reduce the number of shares of Counterparty common stock redeemed in connection with the Business Combination, and such reduction could
alter the perception of the potential strength of the Business Combination. The Forward Purchase Agreement has been structured, and all
activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable
to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934, as amended.
The foregoing summary of the Forward Purchase Agreement is
qualified in its entirety by reference to the full text of the Forward Purchase Agreement, which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
Additional Information About the Proposed Transaction
and Where to Find It
Additional information about
the transaction, including a copy of the Merger Agreement has been filed by FGMC in a Current Report on Form 8-K with the U.S. Securities
and Exchange Commission (the “SEC”). The proposed transaction has been submitted to shareholders of FGMC for their
consideration. FGMC has filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which
includes preliminary and definitive proxy statements to be distributed to FGMC’s shareholders in connection with FGMC’s solicitation
of proxies for the vote by FGMC’s shareholders in connection with the proposed transaction and other matters to be described in
the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to BOXABL’s shareholders
in connection with the completion of the proposed transaction. The Registration Statement has been declared effective, and a definitive
proxy statement/prospectus and other relevant documents have been mailed to BOXABL shareholders and FGMC shareholders as of the record
date established for voting on the proposed transaction. Before making any voting or investment decision, FGMC and BOXABL shareholders
and other interested persons are advised to read \ the definitive proxy statement/prospectus, as well as other documents filed with the
SEC by FGMC in connection with the proposed transaction, as these documents will contain important information about FGMC, BOXABL and
the proposed transaction. Shareholders may obtain a copy of the definitive proxy statement/prospectus, , as well as other documents filed
by FGMC with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to FG
Merger II Corp., 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143 or to BOXABL 5345 E North Belt Rd Las Vegas, NV 89115.
Forward-Looking Statements
This Current Report on Form
8-K includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may
be identified by the use of words such as “plan,” “project,” “will,” “estimate,” “intend,”
“expect,” “believe,” “target,” “continue,” “could,” “may,” “might,”
“possible,” “potential,” “predict” or similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. We have based these forward-looking statements on current expectations and projections
about future events. These statements include: projections of market opportunity and market share; estimates of customer adoption rates
and usage patterns; projections of development and commercialization costs and timelines; expectations regarding BOXABL’s ability
to execute its business model and the expected financial benefits of such model; expectations regarding BOXABL’s ability to attract,
retain, and expand its customer base; BOXABL’s deployment of Casita; BOXABL’s expectations concerning relationships with strategic
partners, suppliers, governments, regulatory bodies and other third parties; future ventures or investments in companies, products, services,
or technologies; development of favorable regulations and government incentives affecting BOXABL’s markets; the potential benefits
of the proposed transaction and expectations related to its terms and timing; BOXABL’s plans to reorganize its operations into a
flatter structure and to enhance cross-functional integration through increased use of real-time data and analytics; and the potential
for BOXABL to increase in value.
These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions, many of which are beyond the control of BOXABL and FGMC.
These forward-looking statements
are subject to known and unknown risks, uncertainties and assumptions that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by such statements. Such risks and uncertainties include: that BOXABL is pursuing an emerging technology, faces significant technical
challenges and may not achieve commercialization or market acceptance; BOXABL’s historical net losses and limited operating history;
BOXABL’s expectations regarding future financial performance, capital requirements and unit economics; BOXABL’s use and reporting
of business and operational metrics; BOXABL’s competitive landscape; BOXABL’s dependence on members of its senior management
and its ability to attract and retain qualified personnel; the capital requirements of BOXABL’s business plans and the potential
need for additional future financing; BOXABL’s ability to manage growth and expand its operations; potential future acquisitions
or investments in companies, products, services or technologies; BOXABL’s reliance on strategic partners and other third parties;
BOXABL’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection
or cybersecurity incidents and related regulations; the use and regulation of artificial intelligence and machine learning; uncertainty
or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic
environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company;
the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely
affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of FGMC could elect to have
their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event,
change, or other circumstance that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings or
government investigations that may be commenced against BOXABL or FGMC; failure to realize the anticipated benefits of the proposed transaction;
the ability of FGMC or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or
in the future; and other factors described in FGMC’s filings with the SEC. Additional information concerning these and other factors
that may impact such forward-looking statements can be found in filings and potential filings by BOXABL, FGMC or the combined company
resulting from the proposed transaction with the SEC, including under the heading “Risk Factors.” If any of these risks materialize
or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In
addition, these statements reflect the expectations, plans and forecasts of BOXABL’s and FGMC’s management as of the date
of this Current Report on Form 8-K; subsequent events and developments may cause their assessments to change. While BOXABL and FGMC may
elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly,
undue reliance should not be placed upon these statements.
In addition, statements that
“we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon
information available to us as of the date of this Current Report on Form 8-K, and while we believe such information forms a reasonable
basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have
conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain
and investors are cautioned not to unduly rely upon these statements.
An investment in FGMC is not
an investment in any of our founders’ or sponsors’ past investments, companies or affiliated funds. The historical results
of those investments are not indicative of future performance of FGMC, which may differ materially from the performance of our founders’
or sponsors’ past investments.
Participants in the Solicitation
FGMC, BOXABL and certain of
their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants
in the solicitation of proxies from FGMC’s shareholders in connection with the proposed transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the solicitation of FGMC’s and BOXABL’s shareholders in connection with
the proposed transaction is set forth in the Registration Statement. You can find more information about FGMC’s and BOXABL’s
directors and executive officers in the definitive proxy statement/prospectus included in the Registration Statement. Shareholders, potential
investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment
decisions. You may obtain free copies of these documents from the sources described above.
No Offer or Solicitation
This Current Report on Form
8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. This Current Report on Form 8-K is not, and under no circumstances
is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or
any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY
THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
|
Exhibit
No. |
|
Description |
| 10.1 |
|
Forward Purchase Agreement dated May 28, 2026 |
| 10.2 |
|
Novation Agreement dated May 28, 2026 |
| 104 |
|
Cover Page Interactive Data File (embed within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 29, 2026 |
|
|
FG MERGER II CORP. |
|
| |
|
| By: |
/s/ Hassan Baqar |
|
| Name: |
Hassan R. Baqar |
|
| Title: |
Chief Financial Officer |
|
