Every 8-K that FG Merger II Corp. Rights (FGMCR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FGMCR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FGMCR filings page.
BOXABL Inc. completed its business combination with FG Merger II Corp. on July 17, 2026, after FGMC converted to a Texas corporation. The combined company is named BOXABL Inc. and its Class A Common Stock trades on Nasdaq under the symbol BXBL.
At closing, former BOXABL securityholders received or had reserved for them 246,524,760 shares of common stock and 103,475,240 shares of Merger Preferred Stock, representing aggregate merger consideration of $3,500,000,000 based on a deemed value of $10.00 per share. FGMC stockholders redeemed 3,466,086 shares for $36,048,176 in cash.
After the transaction, BOXABL had 241,493,343 common shares outstanding (9,409,633 Class A and 232,083,710 high‑vote Class B), plus 103,475,240 Merger Preferred shares and 1,000,000 warrants at a $15.00 exercise price. Paolo and Galiano Tiramani beneficially own about 96.37% of common stock, and Class B carries ten votes per share, making BOXABL a “controlled company” under Nasdaq rules. A 75,000,000‑share omnibus incentive plan was adopted, and significant lock‑ups restrict insider sales for up to 12 months, with earlier release tied to share‑price triggers. Disclosed risks include limited operating history, losses with a going‑concern qualification, substantial capital needs, production ramp‑up challenges, and regulatory and market risks for modular housing.
FG Merger II Corp. reports results of shareholder redemptions tied to its proposed business combination with BOXABL Inc.. Public stockholders tendered approximately 6,615,950 shares of FGMC common stock for redemption at a price of $10.40 per share, leading to about $68.8 million being removed from the SPAC’s trust account to pay redeeming holders, excluding certain tax-related amounts.
After these redemptions, FGMC states it will have 1,384,050 public shares of common stock outstanding and roughly $14 million remaining in its trust account. A virtual special meeting to vote on the BOXABL transaction is scheduled for June 9, 2026. Stockholders who do not redeem, or who reverse redemptions, are expected to become BOXABL stockholders upon closing, when FGMC will be renamed “BOXABL, Inc.” and is expected to trade on Nasdaq under the ticker “BXBL.”
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. 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.
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.