Welcome to our dedicated page for FG Merger II SEC filings (Ticker: FGMC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
FG Merger II Corp. filings document material-event reporting for a blank-check company. The company's 8-K disclosures cover material agreements, shareholder voting matters, capital-structure information, SPAC or security-structure disclosures, and reported operating or financial results associated with its public-company and business-combination framework.
FG Merger II Corp. filed a Rule 425 communication about its proposed two-step merger with Boxabl Inc. Under the Agreement and Plan of Merger, a first-step merger will make Boxabl a wholly owned subsidiary of FG Merger II, followed by a second-step merger in which FG Merger II will be the surviving public company and change its name to BOXABL Inc.
The filing references a Bloomberg article noting the pending SPAC deal values Boxabl at $3.5 billion and is expected to close by year-end. The communication also states FG Merger II has filed a Form S-4 containing a proxy statement/prospectus; after effectiveness, definitive materials will be mailed to shareholders for a vote on the transaction.
The forward-looking statements section highlights risks typical for de-SPACs, including potential redemptions by FG Merger II shareholders that could leave the combined company with insufficient cash, regulatory approvals, and the need to operate as a public company after closing.
FG Merger II Corp. (FGMC) proposes a two-step merger with BOXABL that would create a Combined Company renamed BOXABL Inc. The transaction would issue 247,910,599 shares of Combined Company Common Stock to holders of BOXABL common stock and 102,089,401 shares of Combined Company Merger Preferred Stock to holders of BOXABL preferred stock. FGMC's sponsor paid $25,000 for 2,000,000 Founder Shares (pre-IPO) and holds additional private units and warrants; at closing the sponsor would own 2,273,130 Combined Company shares, with an indicated aggregate market value of approximately $22.7 million based on FGMC trading at $9.97 on September 12, 2025.
The proxy discloses material risks: Founder Shares and private units lack redemption rights and may be worthless if no business combination occurs by January 30, 2027; the Trust Account held approximately $81.7 million in U.S. government securities as of September 12, 2025; significant governance provisions may leave the Combined Company classified as a controlled company, limiting certain shareholder protections. The Merger Agreement contains exclusivity, potential dilution, and indemnity provisions; FGMC directors note litigation, listing, and execution risks.