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.
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FG Merger II Corp. (FGMC) filed its quarterly report, detailing SPAC operations, IPO proceeds held in trust, and progress on its proposed business combination.
As of September 30, 2025, FGMC reported cash held in trust of $81,850,181 and cash of $578,786. For the nine months ended September 30, 2025, net income was $974,654, driven by $2,250,181 of investment income on the trust, offset by $802,988 in general and administrative expenses and $472,539 in income tax expense. For the quarter, net income was $77,269 on investment income of $847,927 and G&A of $592,593.
FGMC completed its IPO on January 30, 2025, selling 8,000,000 units at $10.00 and a simultaneous private placement of 248,300 units plus 1,000,000 $15 private warrants. A total of $80,800,000 (or $10.10 per unit) was placed in the trust. As of November 5, 2025, 10,295,800 shares were issued and outstanding.
On August 4, 2025, FGMC entered into a Merger Agreement with Boxable Inc. for aggregate consideration valued at $3,500,000,000 in FGMC equity at a deemed value of $10 per share. On November 3, 2025, the agreement end date was extended to March 31, 2026.
FG Merger II Corp. (FGMC) entered into an amendment to its merger agreement with BOXABL Inc., extending the agreement end date from December 31, 2025 to March 31, 2026. The companies also issued a press release announcing the amendment.
FGMC has filed a Form S-4 registration statement that includes proxy materials for shareholder consideration of the proposed transaction. After effectiveness, definitive materials will be mailed to eligible shareholders.
FG Merger II Corp. (FGMC) entered into an amendment to its Agreement and Plan of Merger with BOXABL Inc. and FG Merger Sub II Inc., extending the Agreement End Date from December 31, 2025 to March 31, 2026.
FGMC and BOXABL issued a press release on November 4, 2025 announcing the amendment. FGMC has filed a Form S-4 registration statement that includes proxy materials for the shareholder vote related to the proposed transaction; after effectiveness, a definitive proxy statement/prospectus will be mailed to eligible shareholders. FGMC’s securities trade on Nasdaq under FGMC (Common Stock), FGMCR (Rights), and FGMCU (Units).
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.