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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.
RiverNorth Capital Management, LLC reported a significant ownership stake in FG Merger II Corp. common stock. The firm beneficially owns 642,969 shares, representing 6.24% of the outstanding common shares as of the reported date.
RiverNorth has sole power to vote and dispose of all 642,969 shares and no shared voting or dispositive power. The filing notes that other persons have the right to receive the proceeds from any sale of these securities. RiverNorth certifies the position is held in the ordinary course of business and not for the purpose of changing or influencing control of FG Merger II Corp.
Highbridge Capital Management, LLC filed a Schedule 13G reporting beneficial ownership of 559,889 shares of FG Merger II Corp. common stock. This stake represents 5.4% of the class, based on 10,295,800 shares outstanding as of November 5, 2025, as disclosed in the company’s Form 10-Q.
Highbridge, a Delaware limited liability company and investment adviser to certain funds and accounts, reports sole voting and dispositive power over these shares, which are directly held by the Highbridge Funds. The filing states the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Barclays PLC has filed Amendment No. 1 to a Schedule 13G reporting its beneficial ownership in FG Merger II Corp. Barclays reports beneficial ownership of 250,009 shares of common stock, representing 2.42% of the class as of 12/31/2025, with sole voting and dispositive power over all reported shares.
The filing states that the securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of FG Merger II Corp. Barclays identifies Barclays Bank PLC as the relevant subsidiary and confirms its ownership is below 5% of the class.
FG Merger II Corp. is registering 247,331,061 shares of Combined Company common stock and 102,668,939 shares of Combined Company merger preferred stock, plus 10,295,800 shares of common stock, 8,295,800 rights and 1,000,000 warrants, to complete an all‑stock business combination with BOXABL Inc. valued at $3.5 billion at a deemed $10.00 per share.
BOXABL stockholders will receive Combined Company common and preferred shares based on fixed exchange formulas, and are expected to hold roughly 68–70% of common equity across redemption scenarios, while FGMC’s sponsor and public holders retain small stakes. FGMC public stockholders can redeem their shares for cash (illustratively about $10.30 per share as of January 27, 2026), subject to a 15% cap per holder group, and must follow strict DWAC delivery and timing procedures.
The deal requires approval of multiple cross‑conditioned proposals at both the FGMC and BOXABL special meetings and is conditioned on Nasdaq (or a similar exchange) conditionally approving listing of the new “BXBL” common stock. The filing highlights significant conflicts of interest for sponsors, directors and officers of both companies, including founder share economics and loans to FGMC that will be repaid at closing.