FG Merger II Corp. SEC Filings

FG Merger II Corp. entered an OTC Equity Prepaid Forward Transaction with Atsion Opportunity Fund LLC – Series 2 and novated one-half of the arrangement to FG Capital Partners, LLC on May 28, 2026. The Seller may purchase and hold up to 3,000,000 shares prior to closing. The agreement sets a $10.00 Reference Price, a $0.80 per-share Settlement Amount Adjustment, a Valuation Date 90 days after closing (extendable up to two 90-day periods), and a cash settlement tied to the average VWAP over a 15-trading-day Valuation Period. The Seller waived redemption rights during the term; Prepayment Amounts will be paid from the Trust Account no later than one business day after the Closing Date or upon Trust disbursement.

FG Merger II Corp. entered into a structured share transaction tied to its BOXABL business combination. The company agreed a prepaid OTC equity forward with Atsion Opportunity Fund, later novated in half to affiliate FG Capital Partners, allowing the seller to buy and hold up to 3,000,000 FGMC shares before closing. FGMC will prepay an amount based on the SPAC’s per share redemption price, funded directly from the trust account at or around closing, in exchange for the seller waiving redemption rights on these shares. After closing, the seller can gradually unwind the position, with cash settlements based on an initial $10.00 reference price, a $0.80 per share settlement adjustment, and a valuation period beginning 90 days after closing, extendable by up to 180 additional days.

FG Merger II Corp. disclosed posts and materials related to its proposed two-step merger with Boxabl Inc., originally agreed on August 4, 2025. The transaction would result in the public company changing its name to BOXABL Inc.

The filing notes that FGMC filed a Form S-4 that has been declared effective and that a prospectus/proxy has been distributed to FGMC and Boxabl stockholders. The communication republishes investor deck highlights (market opportunity, product metrics, crowdfunding totals) and includes customary forward-looking statements and risk factors tied to commercialization, regulation, financing and shareholder approvals.

FG Merger II Corp. is pursuing a business combination to take Boxabl Inc. public through a two-step merger that will result in the surviving public company changing its name to BOXABL Inc.

Boxabl announced regulatory approval to sell and deploy the Casita Studio across Texas; Texas, California and Washington now account for more than 62% of national ADU permits and Texas is seeing a 34% year-over-year surge in construction approvals. FGMC filed a Form S-4 that has been declared effective and the combined company is expected to list publicly in June 2026.

FG Merger II Corp. agreed to combine with Boxabl in a two-step merger that will result in the public company being renamed BOXABL Inc. The Merger Agreement contemplates a first merger of FG Merger II Corp.'s wholly owned Merger Sub into Boxabl, followed by a second merger leaving FG Merger II Corp. as the surviving public company that will change its name to BOXABL Inc. FGMC has filed a Registration Statement on Form S-4 and proxy materials will be mailed to shareholders after the registration statement is declared effective. The filing notes a paid advertisement published May 18, 2026, and provides company background on Boxabl’s modular products including the Casita (361 sq ft) and the Baby Box (120 sq ft).

FG Merger II Corp. ownership disclosure: Highbridge Capital Management LLC reports beneficial ownership of 700,346 shares of FG Merger II Corp. Common Stock, representing 6.8% of the class. The percentage is calculated using 10,295,800 shares outstanding as of March 31, 2026.

The filing states these shares are held by Highbridge Funds and that Highbridge Tactical Credit Master Fund, L.P. holds more than 5% of the outstanding Common Stock. The report is signed by Kirk Rule, Executive Director, on May 15, 2026.

FG Merger II Corp. reported net income of $287,762 for the quarter ended March 31, 2026, driven entirely by interest on its IPO trust while it continues to seek a business combination.

Total assets were $83.2M, including $82.9M held in a Nasdaq-qualifying trust supporting 8,000,000 redeemable public shares, and $243,235 of cash outside the trust for working capital. General and administrative expenses were $273,298.

The company is a SPAC focused on financial services targets and has agreed to merge with Boxabl Inc. for stock valued at $3.5B at $10 per share. The parties have twice extended the merger agreement end date, most recently to July 31, 2026, while working through closing conditions.

FG Merger II Corp. has amended its merger agreement with BOXABL Inc. to revise post-closing lock-up terms for equity holders. The Third Amendment replaces the forms of the Company and Sponsor Lock-Up Agreements. For BOXABL equity holders, 50% of Lock-up Shares can be released six months after the closing date if the Surviving Pubco Common Shares trade at or above $12.00 per share for 20 trading days within any 30-day period, with the remaining shares released 13 months after closing. The company lock-up also ends early if the trading price reaches $20.00 per share, including intra-day. For the sponsor, 50% of Lock-up Shares are released on the earlier of 12 months after closing or when the Surviving Pubco’s Common Shares close at or above $12.00 per share for 20 out of 30 trading days, with the remaining 50% released 12 months after closing, and full early release if the Acquiror Common Stock trades at or above $20.00 per share. The amendment is filed as an exhibit to the report.