If You Invested in FG Merger II Corp (FGMC)

FG Merger II Corp. (NASDAQ: FGMC) is a special purpose acquisition company (SPAC), also described as a blank check company, in the Financial Services sector. According to company and transaction disclosures, FG Merger II Corp. was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

FG Merger II Corp. trades its common stock, rights and units on the Nasdaq Stock Market under the symbols FGMC, FGMCR and FGMCU, as reflected in its Form 8-K filing. As a SPAC, it does not describe an operating business of its own; instead, its stated objective is to identify and complete a business combination, at which point the combined company would operate an underlying business and continue as a publicly listed entity.

Business Purpose and SPAC Structure

The company’s filings and joint press releases describe FG Merger II Corp. as a vehicle to complete a business combination with an operating company. Its business model centers on:

• Identifying a suitable target business or businesses.
• Entering into a merger or similar transaction agreement.
• Submitting that transaction to its shareholders for approval.
• Issuing shares to the target’s stockholders in exchange for their equity.

FG Merger II Corp. has entered into an Agreement and Plan of Merger with BOXABL Inc., which is described in multiple press releases and in a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (SEC). The transaction documentation states that existing BOXABL stockholders are expected to roll 100% of their equity into the combined company, and FGMC is expected to issue shares to BOXABL stockholders in connection with the completion of the proposed merger.

Proposed Business Combination with BOXABL Inc.

In a series of joint announcements, BOXABL Inc. and FG Merger II Corp. disclosed that they signed a definitive merger agreement for a business combination that would result in BOXABL becoming a publicly traded company. The combined company is expected, upon closing of the merger, to trade on Nasdaq under the ticker symbol BXBL, and FG Merger II Corp. is expected to change its name to BOXABL. The transaction has been described as valuing BOXABL at approximately $3.5 billion, with FGMC issuing 350,000,000 shares to BOXABL stockholders and including no minimum cash condition, as outlined in the merger overview.

The companies also announced the public filing of a registration statement on Form S-4 with the SEC. This registration statement includes a joint proxy statement/prospectus to be used to solicit proxies from FGMC shareholders and BOXABL stockholders in connection with their votes on the proposed merger and related matters. The merger remains subject to conditions described in these filings, including effectiveness of the registration statement, shareholder approvals and other customary closing conditions.

Key Milestones and Regulatory Filings

FG Merger II Corp. has reported material events related to the BOXABL transaction in its SEC filings. A Form 8-K dated November 3, 2025, describes an Amendment to the original Merger Agreement, extending the agreement end date for completion of the merger from December 31, 2025, to March 31, 2026. The amendment is filed as an exhibit to that Form 8-K. The same filing confirms that FGMC remains listed on Nasdaq under the FGMC ticker and that the company is an emerging growth company.

Press releases referenced in the SEC filings explain that the registration statement on Form S-4, once declared effective, will be followed by the mailing of a definitive proxy statement/prospectus to FGMC shareholders and BOXABL stockholders as of the record date for the special meetings. These documents are intended to provide detailed information about FGMC, BOXABL and the proposed transaction.

Relationship with BOXABL and Sector Context

FG Merger II Corp. is positioned as the SPAC counterparty in the proposed merger with BOXABL Inc., which is described in the joint communications as a company focused on modular housing and innovative housing solutions. While BOXABL’s operations and products are discussed extensively in the press releases, FGMC’s role is characterized as providing a publicly traded platform and issuing securities to BOXABL stockholders in connection with the business combination.

As a SPAC in the Financial Services sector, FG Merger II Corp. fits within the broader category of shell companies that raise capital and seek to merge with an operating business. Its disclosures emphasize that an investment in FGMC is distinct from any past investments or affiliated funds of its founders or sponsors, and that historical results of those investments are not indicative of FGMC’s future performance.

Shareholder Considerations and Disclosures

FG Merger II Corp. and BOXABL repeatedly advise shareholders and other interested persons, in their joint press releases and SEC filings, to read the preliminary and, once available, definitive proxy statement/prospectus and any amendments thereto before making any voting or investment decision regarding the proposed transaction. These documents, along with other FGMC filings, are made available through the SEC’s EDGAR system.

The communications also include extensive forward-looking statement disclosures and risk factor references. They note that the proposed merger could be affected by factors such as regulatory approvals, potential shareholder redemptions, the possibility of termination of the merger agreement, and other risks described in FGMC’s SEC filings. The company states that no offer of securities is being made except by means of a prospectus meeting applicable legal requirements or exemptions.

Company Status

Based on the information provided, FG Merger II Corp. is described as a publicly traded SPAC whose common stock, rights and units are listed on Nasdaq. The materials describe an anticipated future name change to BOXABL and a future ticker symbol BXBL for the combined company upon successful closing of the merger, but they do not state that the merger has been completed. Accordingly, FG Merger II Corp. is presented here as a SPAC in the process of pursuing, but not yet having closed, a business combination with BOXABL, as reflected in the merger agreement, the filed Form S-4 and the amendment extending the merger agreement end date.