Welcome to our dedicated page for FG Merger II SEC filings (Ticker: FGMCU), 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. (FGMCU) files reports and transaction documents with the U.S. Securities and Exchange Commission as a Nasdaq-listed special purpose acquisition company. These SEC filings provide detailed information about its SPAC structure, capital raised in its initial public offering, and its efforts to complete an initial business combination.
Key filings for FG Merger II Corp. include Current Reports on Form 8-K describing material events such as the execution of the Agreement and Plan of Merger with BOXABL Inc. and the filing of related investor presentations. These 8-Ks outline the two-step merger structure, the planned name change to BOXABL Inc. for the surviving public company, the intended listing of the combined company under the ticker BXBL, and the aggregate merger consideration valued at $3.5 billion in preferred and common shares at a deemed value of $10 per share.
In addition, FG Merger II Corp. has filed a registration statement on Form S-4 in connection with the proposed BOXABL transaction. The S-4 includes a joint proxy statement/prospectus to be distributed to stockholders of both FG Merger II Corp. and BOXABL, describing the terms of the transaction, voting procedures, risk factors and other information relevant to the proposed business combination.
On this page, users can access FG Merger II Corp.’s 8-Ks, registration statements and other periodic reports as they become available. AI-powered tools summarize long documents such as the Form S-4 and related exhibits, highlight key terms of the merger agreement, and surface important details about share exchange mechanics, closing conditions and governance provisions. Filings related to rights and units trading under FGMCR and FGMCU, as well as any future Forms 10-K or 10-Q, can also be reviewed here with concise AI-generated explanations to help interpret the technical language.
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.
FG Merger II Corp. filed a Form 8-K reporting that it has furnished an investor presentation as Exhibit 99.1, to be used by FG Merger II Corp. and BOXABL Inc. in connection with their previously announced proposed business combination. The presentation is furnished under Regulation FD and is not deemed filed for liability purposes under the Exchange Act.
The filing includes a detailed forward-looking statements disclaimer, highlighting that expectations about the Business Combination and the post-combination company are subject to significant risks and uncertainties, including regulatory approvals, shareholder approvals, redemption levels, legal proceedings, economic conditions, and the possibility that the Business Combination does not close. FG Merger II Corp. also explains that it intends to file a registration statement on Form S-4 containing a joint proxy statement/prospectus for FGMC and BOXABL stockholders and emphasizes that this communication is not an offer to sell or a solicitation to buy securities.
RiverNorth Capital Management, LLC reported beneficial ownership of 642,969 Units of FG Merger II Corp, representing 6.24% of the class. The filing states RiverNorth has sole voting and sole dispositive power over the 642,969 units, meaning it controls voting and sale decisions for this position. The filer identifies itself as an investment adviser and certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The filing also notes that other persons have rights to receive proceeds from the sale of these securities.
On 4 Aug 2025, FG Merger II Corp. (Nasdaq: FGMC / FGMCU) signed an Agreement & Plan of Merger with BOXABL Inc.. The two-step transaction will first merge BOXABL into a wholly-owned subsidiary and then into FGMC, creating a publicly traded BOXABL Inc. as the surviving entity.
BOXABL shareholders will exchange their equity for FGMC common and preferred shares at a deemed value of $10 per share, equating to $3.5 billion in aggregate consideration. Outstanding BOXABL warrants and other convertibles will be assumed by the new public company. The deal is structured to qualify as a tax-free reorganization under IRC §368.
The boards of BOXABL, FGMC and the merger subsidiary have unanimously approved the agreement. FG Merger Investors II LLC (FGMC’s sponsor) and certain BOXABL holders signed support agreements, and both parties will enter lock-up arrangements at closing.
Key closing conditions include shareholder approvals, effectiveness of an S-4 registration, HSR clearance, Nasdaq/NYSE listing approval and an outside date of 31 Dec 2025. Either party may terminate under customary provisions, including failure to close by the outside date or material breach. A joint press release (Exhibit 99.1) announcing the deal was issued on 5 Aug 2025.
FG Merger II Corp. (FGMC/U) – Q2-25 10-Q highlights
- Blank-check SPAC completed its $80 MM IPO on 30-Jan-25 and deposited $80.8 MM ($10.10/unit) in a trust account invested in Treasury money-market funds.
- Trust generated $1.40 MM of investment income for the six months ended 30-Jun-25, offsetting $0.21 MM in G&A and $0.29 MM tax, producing net income of $0.90 MM (basic EPS on redeemable shares = $0.207).
- Balance sheet shows $82.3 MM in total assets, of which $81.6 MM is trust cash and $0.52 MM is operating cash; liabilities were minimal at $0.30 MM, mainly current taxes payable.
- 8.0 MM public shares are classified as temporary equity at $81.63 MM redemption value; 2.30 MM founder/placement/other shares are non-redeemable.
- Financing cash flows reflect IPO proceeds ($78.64 MM net), private placements ($2.48 MM units & $0.10 MM warrants) and full repayment of sponsor promissory notes.
- SPAC has 24 months from IPO (until Jan-27) to consummate a business combination; sponsor indemnifies the trust down to $10.10/share and has withdrawn $0.57 MM interest (of $1.20 MM permitted) for working capital.
No target has been announced; operations remain limited to deal sourcing and compliance.
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