FG Merger II Corp.

FG Merger II Corp. (FGMC) is a blank check company incorporated in Nevada on September 20, 2023, with the sole purpose of effecting a business combination with one or more businesses or entities ¹. The company has not yet commenced any operations as of December 31, 2025, and will not generate operating revenues until after the completion of its Business Combination ². FGMC intends to focus its search on companies within the financial services industry in North America ³. The company generates non-operating income from interest earned on proceeds derived from its Initial Public Offering (IPO) ⁴.

FGMC's core business model is that of a Special Purpose Acquisition Company (SPAC), which involves raising capital through an IPO to acquire an existing private company, thereby taking it public. The company consummated its IPO on January 30, 2025, selling 8,000,000 units at $10.00 per unit, generating gross proceeds of $80,000,000 ⁵. Each unit consists of one share of common stock and one right to receive one-tenth common share ⁶. Simultaneously, a private placement occurred where the Sponsor and Ramnaraine Jaigobind purchased 223,300 and 25,000 private units, respectively, at $10.00 per unit, generating total proceeds of $2,483,000 ⁷. Additionally, the Sponsor purchased 1,000,000 $15.00 exercise price warrants at $0.10 per warrant, for an aggregate purchase price of $100,000 ⁸. Substantially all net proceeds are intended for consummating a Business Combination ⁹. Nasdaq rules require the Business Combination target to have a fair market value equal to at least 80% of the net assets held in the Trust Account ¹⁰.

As of December 31, 2025, FGMC reported total assets of $82,721,335 ¹¹, with cash of $486,900 ¹² and cash held in the Trust Account of $82,136,888 ¹³. Total liabilities were $194,918 ¹⁴, including accounts payable of $57,171 ¹⁵ and a tax liability of $137,747 ¹⁶. The company had no outstanding balance under promissory notes as of December 31, 2025 ¹⁷. Stockholders' equity amounted to $389,529 ¹⁸, with 2,295,800 common shares outstanding (excluding 8,000,000 shares subject to possible redemption) ¹⁹. For the year ended December 31, 2025, FGMC reported net income of $1,426,980 ²⁰, primarily consisting of $3,036,888 in investment income earned in the Trust Account ²¹, offset by $972,161 in general and administrative expenses ²² and an estimated $637,747 in income tax expense ²³. Basic income per share for redeemable shares was $0.26 ²⁴, and diluted income per share for redeemable shares was $0.23 ²⁵. Basic loss per non-redeemable share was $(0.21) ²⁶, and diluted loss per non-redeemable share was $(0.20) ²⁷.

Comparing year-over-year, FGMC transitioned from a net loss of $(25,850) in 2024 ²⁸ to a net income of $1,426,980 in 2025 ²⁹. This significant shift is primarily attributable to the $3,036,888 in investment income generated from the Trust Account in 2025, which was non-existent in 2024 ³⁰. General and administrative expenses increased from $25,850 in 2024 ³¹ to $972,161 in 2025 ³², largely due to $425,000 in expenses paid towards the Business Combination ³³. The company also incurred an income tax expense of $637,747 in 2025, compared to none in 2024 ³⁴.

A significant operational development during the reported period was the entry into an Agreement and Plan of Merger with Boxabl Inc. (BOXABL) on August 4, 2025 ³⁵. This agreement outlines a two-step merger transaction where BOXABL will become a wholly-owned subsidiary of FGMC, and the combined company will be renamed BOXABL Inc. ³⁶. The aggregate merger consideration for BOXABL stockholders is $3,500,000,000, payable in a combination of preferred and common shares of FGMC, each at a deemed value of $10 per share ³⁷. On November 3, 2025, an amendment to the Merger Agreement extended the Agreement End Date from December 31, 2025, to March 31, 2026 ³⁸.

FG Merger II Corp. is actively working towards the consummation of its Business Combination with Boxabl Inc. (BOXABL), with the Agreement End Date for the Merger Agreement having been extended to March 31, 2026 ³⁹. The aggregate merger consideration for BOXABL stockholders is set at $3,500,000,000, to be paid in a combination of preferred and common shares of FGMC, each valued at $10 per share ⁴⁰. There is no minimum cash requirement to close this merger ⁴¹. The closing of the Mergers is contingent upon several customary conditions, including stockholder approvals from both BOXABL and FGMC, the effectiveness of a Form S-4 registration statement with the SEC, and approval for listing of the Combined Company Common Stock on Nasdaq or NYSE ⁴².

The company's operational outlook is entirely tied to the successful completion of this Business Combination, as it currently generates no operating revenues ⁴³. Post-Business Combination, the company expects to apply any balance of cash released from the Trust Account for general corporate purposes, including maintenance or expansion of operations, payment of indebtedness, funding acquisitions, or working capital ⁴⁴. The company's management has broad discretion over the application of net IPO proceeds, with the primary intent being the consummation of a Business Combination ⁴⁵.

Regarding its cost structure and efficiency targets, FGMC incurred $972,161 in general and administrative expenses for the year ended December 31, 2025 ⁴⁶, which included $425,000 directly related to the Business Combination ⁴⁷. The company has an administrative services agreement with its Sponsor for a monthly fee of $15,000 ⁴⁸, and has paid $180,000 to the Sponsor as of December 31, 2025 ⁴⁹. These administrative costs are expected to continue until the earlier of the Business Combination's consummation or the company's liquidation ⁵⁰.

Planned capital allocation includes bearing the expenses incurred in connection with the filing of any registration statements for the holders of Founder Shares, Private Units, and $15 Private Warrants ⁵¹. The company also has a deferred underwriting commission of $2,800,000, payable only upon the completion of the Business Combination ⁵². As of December 31, 2025, the company had withdrawn $1,200,000 from the Trust Account for working capital purposes ⁵³ and $500,000 to pay tax obligations ⁵⁴. The company does not believe it will need to raise additional funds to meet operating expenditures, but acknowledges that insufficient funds could arise if actual costs for identifying and negotiating a target business exceed estimates ⁵⁵.

Management has explicitly flagged that the company has until 24 months from the closing of the IPO to complete a Business Combination ⁵⁶. If unable to do so, the company will cease operations, redeem 100% of outstanding Public Shares at a per-share price equal to the aggregate amount in the Trust Account (net of certain withdrawals), and proceed to voluntary liquidation ⁵⁷. This timeline, which implies a deadline around January 2027 given the IPO on January 30, 2025, is a critical execution risk ⁵⁸. The potential for public stockholders to redeem their shares, up to 15% without prior consent, could also reduce the resources available for the Business Combination ⁵⁹.

FG Merger II Corp. faces several material risks, primarily stemming from its nature as a blank check company. The most significant risk is the inability to successfully effectuate a Business Combination within the prescribed 24-month period from the IPO closing ⁶⁰. If a Business Combination is not completed, the company will cease operations, redeem 100% of its outstanding Public Shares at a per-share price equal to the aggregate amount in the Trust Account (net of up to $1,200,000 for working capital and up to $100,000 for dissolution expenses), and liquidate ⁶¹. In such a scenario, the company's warrants will expire worthless ⁶². There is no assurance that the company will be able to successfully effect a Business Combination ⁶³. The company may encounter competition from other entities, including other SPACs, private equity groups, and public companies, in identifying and selecting a target business ⁶⁴. This competition, coupled with the obligation to pay cash for public stockholder redemptions, could reduce available resources and place the company at a competitive disadvantage ⁶⁵. Furthermore, the company's officers and directors have fiduciary or contractual obligations to other entities, including other special purpose acquisition companies, which could lead to conflicts of interest in presenting business combination opportunities ⁶⁶. Specifically, Mr. Baqar plans to give priority to Aldel Financial II Inc. and FG Imperii Acquisition Corp. for suitable transaction opportunities before this company ⁶⁷. The company also depends on digital technologies and third-party information systems, and while it does not consider cybersecurity risk significant due to its lack of operations, sophisticated attacks or breaches could lead to misappropriation of assets or data, and there is no assurance of sufficient resources to protect against or remediate such incidents ⁶⁸.

Management's message to shareholders emphasizes the company's ongoing efforts to complete its Business Combination with Boxabl Inc., highlighting the unanimous approval of the Merger Agreement by the Boards of Directors of BOXABL, FGMC, and Merger Sub. A key strategic priority is the successful consummation of this merger, which is subject to customary closing conditions, including stockholder approvals and the effectiveness of a Form S-4 registration statement. The Agreement End Date for the Merger Agreement has been extended from December 31, 2025, to March 31, 2026 ⁶⁹, indicating management's commitment to closing the transaction. Another strategic priority is the prudent management of the Trust Account, from which $1,200,000 has been withdrawn for working capital purposes ⁷⁰ and $500,000 for tax obligations ⁷¹, while ensuring compliance with the Trust Agreement. Management also focuses on minimizing the Sponsor's liability for claims against the Trust Account by seeking waivers from vendors and service providers. The overall tone suggests a focused approach on the Boxabl merger, with management acknowledging the inherent risks of a blank check company and the need to complete the Business Combination within the 24-month timeframe from the IPO closing.