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.
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.