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FG Merger II Corp. (FGMC) and BOXABL have agreed to a business combination that would create a Texas-based public company named BOXABL Inc.
The aggregate merger consideration equals $3,500,000,000 at a deemed $10.00 per share, which is expected to be allocated as 246,524,760 Combined Company common shares and 103,475,240 Combined Company preferred shares. FGMC will convert to a Texas corporation and apply to list Combined Company common stock on Nasdaq under the symbol BXBL. The FGMC special meeting is scheduled for June 9, 2026; BOXABL stockholders will vote the same day.
The boards of FG Merger II Corp. and BOXABL Inc. approved a two-step merger that will convert FGMC to a Texas corporation and combine BOXABL into FGMC, renaming the surviving entity BOXABL Inc. The aggregate merger consideration equals $3,500,000,000 allocated as 246,524,760 shares of Combined Company common stock and 103,475,240 shares of Combined Company preferred stock, each measured at a deemed value of $10.00 per share. FGMC will seek Nasdaq listing for Combined Company common stock under the ticker BXBL. The transaction is conditioned on multiple stockholder approvals at FGMC and BOXABL special meetings and customary closing conditions, including conditional Nasdaq listing approval. Public FGMC holders retain redemption rights for their public shares prior to closing.
FG Merger II Corp. filed a communication describing the proposed two-step merger with Boxabl Inc. under an Agreement and Plan of Merger, which contemplates FG Merger II Corp. continuing as the public surviving company and changing its name to BOXABL Inc.
The registration statement on Form S-4 and related proxy/prospectus materials will be filed with the SEC and submitted to FGMC shareholders for a vote; shareholders are advised to read the definitive proxy statement/prospectus when available.
FG Merger II Corp. seeks stockholder approval to combine with BOXABL Inc. in a business combination that allocates $3,500,000,000 of aggregate merger consideration, stated at a deemed value of $10.00 per share. The transaction contemplates issuing 246,524,760 shares of Combined Company Common Stock and 103,475,240 shares of Combined Company Merger Preferred Stock as consideration.
The Combined Company will be reincorporated in Texas and apply to list its Common Stock on Nasdaq under the symbol BXBL; closing is conditioned on receiving Nasdaq confirmation and satisfaction of other closing conditions. FGMC public holders retain redemption rights (illustrative trust value ≈ $10.36 per public share as of May 1, 2026).
FG Merger II Corp. filed an amended Form S-4 registering shares of the Combined Company in connection with its proposed business combination with BOXABL Inc., including a prospectus for 247,331,061 shares of Common Stock and 102,668,939 shares of Preferred Stock. The merger contemplates a total aggregate merger consideration of $3,500,000,000 at a deemed value of $10.00 per share, with the Aggregate Common Stock Consideration expected to be 246,524,760 shares and the Aggregate Preferred Consideration expected to be 103,475,240 shares. FGMC will be renamed BOXABL Inc. at closing and will apply to list Combined Company Common Stock on Nasdaq under the symbol BXBL; listing confirmation is a condition to closing. FGMC and BOXABL have scheduled virtual special meetings for June 9, 2026 to vote on the merger and related proposals. Public FGMC stockholders have redemption rights; as of May 1, 2026, the illustrative trust-account redemption value was approximately $10.36 per public share.
FG Merger II Corp. and Boxabl Inc. disclosed a two-step merger under the Merger Agreement that will result in FG Merger II Corp. continuing as the surviving public company renamed BOXABL Inc.. Boxabl furnished an investor presentation outlining its modular factory-built housing technology, market opportunity, unit economics, product roadmap, milestones, and planned Form S-4 proxy/prospectus filings related to the proposed Business Combination.
The presentation cites a $2.2T TAM, a $36B SAM, Boxabl’s Casita (361 sq ft), factory cost estimates (example: $88/sq ft for a 2,400 sq ft unit at scale), prior crowdfunding of $235M, and operational targets including a 5,000-unit annual factory concept and 400,000 sqft of factories as milestones.
FG Merger II Corp. and Boxabl Inc. disclosed an amendment to their merger timeline and related SEC filings. FGMC and Boxabl have mutually agreed to extend the outside date for completion of the merger to July 31, 2026, and an amended Form S-4 and an 8-K were filed.
The transaction remains a two-step merger in which FG Merger Sub II will first merge into Boxabl, followed by Boxabl merging into FGMC, after which the surviving public company will change its name to BOXABL Inc.
FG Merger II Corp. (FGMC) and BOXABL Inc. have agreed to a business combination that would convert FGMC into a Texas corporation and rename it BOXABL Inc. The aggregate merger consideration is $3,500,000,000 at a deemed value of $10.00 per share, implying 350,000,000 merger-consideration shares in total.
The joint proxy/prospectus registers multiple classes of Combined Company securities, lists prospectuses for 247,331,061 shares of common stock and 102,668,939 shares of preferred stock, and describes redemption mechanics (illustrative trust-account redemption of approximately $10.35 per public share as of April 9, 2026). FGMC’s IPO raised $80,000,000; FGMC must complete an initial business combination by January 30, 2027.
FG Merger II Corp. entered into an Amendment to its Agreement and Plan of Merger with BOXABL Inc. and FG Merger Sub II Inc. on April 6, 2026. The original merger agreement was dated August 4, 2025 and had previously been amended on November 3, 2025.
FG Merger II has filed a registration statement on Form S-4 with the SEC, which includes proxy materials for its shareholders and a prospectus covering securities to be issued to BOXABL shareholders if the transaction is completed. The proposed transaction will be submitted to FG Merger II shareholders for approval, and BOXABL stockholders and FG Merger II shareholders will receive a definitive proxy statement/prospectus after the registration statement is declared effective.
The filing includes extensive forward-looking statements about BOXABL’s business model, market opportunity, regulatory environment, financing needs and the anticipated benefits and timing of the proposed merger. It also highlights numerous risks that could cause actual results or the transaction outcome to differ materially from these expectations.
FG Merger II Corp. (FGMC) is a blank-check company that completed an IPO of 8,000,000 units at $10.00 each on January 30, 2025, raising $80 million and placing $80,800,000 ($10.10 per unit) into a Nasdaq-qualifying Trust Account.
The SPAC has 24 months from the IPO closing to complete a business combination or redeem all public shares from the Trust Account. As of December 31, 2025, the Trust held $82,136,888, or about $10.27 per public share, and FGMC reported net income of $1,426,980, driven by $3,036,888 of investment income on Trust funds.
FGMC has signed a Merger Agreement with Boxable Inc. for a two-step merger valuing Boxable at $3.5 billion in FGMC preferred and common shares at a deemed $10 per share, with no minimum cash condition. Closing depends on shareholder approvals, an effective Form S-4, regulatory clearances, and listing of the combined company, with the outside date extended to March 31, 2026.