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. Its non-operating income is derived from interest earned on the proceeds from its initial public offering (IPO) ³. The company intends to focus its search for a Business Combination target on companies within the financial services industry in North America 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 generates non-operating income from interest on funds held in a trust account ³. Its primary customer segments are not applicable as it is a blank check company, but its "customers" in a sense are its public stockholders who invest in the units, common stock, and rights, with the expectation of participating in the value creation of a future business combination.

The company's product and service lines are limited to its financial instruments issued during its IPO and private placement. These include 8,000,000 units sold 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. Additionally, a private placement occurred where the Sponsor and Ramnaraine Jaigobind purchased 223,300 and 25,000 private units, respectively, at $10.00 per private unit, generating total proceeds of $2,483,000 ⁷. The Sponsor also purchased 1,000,000 $15.00 exercise price warrants at $0.10 per warrant, for an aggregate purchase price of $100,000 ⁸. These warrants are exercisable for a period of 10 years from the date of the Business Combination and are non-redeemable ⁹.

For the year ended December 31, 2025, FGMC reported a net income of $1,426,980 ¹⁰. This was primarily driven by $3,036,888 in investment income earned in the Trust Account ¹¹, offset by $972,161 in general and administrative expenses ¹² and an estimated $637,747 in income tax expense ¹³. The company's cash balance as of December 31, 2025, was $486,900 ¹⁴, with $82,136,888 held in the Trust Account ¹⁵. Total liabilities amounted to $194,918 ¹⁶, and total stockholders' equity was $389,529 ¹⁷. Basic income per share for redeemable shares was $0.26 ¹⁸, and diluted income per share for redeemable shares was $0.23 ¹⁹. Basic loss per non-redeemable share was $(0.21) ²⁰, and diluted loss per non-redeemable share was $(0.20) ²¹.

Comparing year-over-year, the company's financial position significantly changed due to its IPO in January 2025. For the year ended December 31, 2024, FGMC reported a net loss of $25,850, consisting solely of general and administrative expenses ²². In contrast, 2025 saw the generation of substantial investment income from the Trust Account and a positive net income. Cash held in the Trust Account increased from $0 in 2024 to $82,136,888 in 2025 ²³. Total assets grew from $169,035 in 2024 to $82,721,335 in 2025 ²⁴.

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 ²⁵. This agreement outlines a two-step merger transaction, with BOXABL surviving as a wholly-owned subsidiary of FGMC, and the combined company changing its name to BOXABL Inc. ²⁶. 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 ²⁷. On November 3, 2025, an amendment to the Merger Agreement extended the Agreement End Date from December 31, 2025, to March 31, 2026 ²⁸. During 2025, the company withdrew $1,200,000 from the Trust Account for working capital purposes and $500,000 to pay tax obligations ²⁹.

FG Merger II Corp. is currently focused on completing its Business Combination with Boxabl Inc. (BOXABL), with the Agreement End Date for the merger extended to March 31, 2026 ²⁸. The company will not generate any operating revenues until after the completion of this Business Combination, at the earliest ². The aggregate merger consideration for BOXABL stockholders is set at $3,500,000,000, to be received in a combination of preferred and common shares of FGMC, each valued at $10 per share ²⁷. There is no minimum cash required to close the Merger ²⁷.

The primary growth area for FGMC is the successful consummation of the merger with BOXABL, which will transform FGMC from a blank check company into an operating entity named BOXABL Inc. ²⁶. The filing does not provide specific details on BOXABL's products, services, or market opportunity, beyond its identification as the target business. The strategic role of this merger is to provide BOXABL with public market access. The timeline for this growth is tied to the extended Agreement End Date of March 31, 2026 ²⁸, subject to customary closing conditions including stockholder approvals and the effectiveness of a Form S-4 registration statement ³⁰.

Regarding operational outlook, the company's cost structure is currently dominated by general and administrative expenses, which were $972,161 for the year ended December 31, 2025 ¹². These expenses include $425,000 paid towards the Business Combination ¹². The company also incurred an estimated $637,747 in income tax expense on income earned in the Trust Account ¹³. Management reviews these expenses to ensure sufficient capital is available for operating the business prior to the Business Combination ³¹. The company has withdrawn $1,200,000 from the Trust Account for working capital purposes and $500,000 for tax obligations during 2025 ²⁹.

Planned capital allocation includes the use of substantially all net proceeds from the IPO and private placement towards consummating a Business Combination ³². If the Business Combination is paid for using equity or debt securities, or if not all funds from the Trust Account are used for consideration or redemptions, the balance of cash released may be applied for general corporate purposes, including maintenance or expansion of operations of the post-transaction company, payment of indebtedness, funding other acquisitions, or working capital ³³. The Sponsor or its affiliates may loan funds for transaction costs, though no Working Capital Loans were outstanding as of December 31, 2025 ³⁴. The company has paid $180,000 to the Sponsor for administrative services as of December 31, 2025, at a monthly fee of $15,000 ³⁵.

FG Merger II Corp. faces several material risks. A primary risk is the inability to successfully effectuate a Business Combination within the prescribed 24-month period from the IPO closing, which would lead to the company ceasing operations, redeeming 100% of outstanding Public Shares at a per-share price equal to the aggregate amount in the Trust Account (net of working capital withdrawals up to $1,200,000 and dissolution expenses up to $100,000), and liquidating ³⁶. In such a scenario, the company's warrants would expire worthless ³⁷. There is no assurance that the company will be able to successfully effect a Business Combination ³⁸. The closing of the merger with BOXABL is subject to customary conditions, including stockholder approvals and regulatory clearances, and either party may terminate the agreement if closing has not occurred by March 31, 2026, or due to material breach or legal prohibitions ²⁸. The company may encounter competition from other entities, including other SPACs, private equity groups, and public companies, in identifying and selecting a target business ³⁹. The obligation to pay cash for public stockholders exercising redemption rights may reduce available resources for the Business Combination, and outstanding rights and potential dilution may not be viewed favorably by target businesses, placing the company at a competitive disadvantage ⁴⁰. Conflicts of interest may arise due to officers and directors having fiduciary or contractual obligations to other entities, including other SPACs, which could divert business opportunities ⁴¹. The company's key personnel may negotiate employment or consulting agreements with a target business, potentially influencing their decisions regarding a Business Combination ⁴².

Management's message emphasizes the company's status as a blank check company focused on completing a Business Combination, specifically highlighting the pending merger with Boxabl Inc. The overall tone suggests a commitment to this strategic objective, with the company's activities through December 31, 2025, entirely dedicated to its formation, IPO, and the search for a Business Combination ². Management has broad discretion over the application of net proceeds from the IPO and private placement, with the primary intent being the consummation of a Business Combination ³². The strategic priorities are clearly centered on the successful execution of the BOXABL merger, as evidenced by the unanimous approval of the Merger Agreement by the Boards of Directors of BOXABL, FGMC, and Merger Sub ²⁶, and the extension of the Agreement End Date to March 31, 2026 ²⁸. Management also highlights its intention to focus its search on companies within the financial services industry in North America for future business combinations, should the current one not materialize ⁴. The company's officers and directors have agreed to vote their Founder Shares and any public shares in favor of a Business Combination ⁴³, demonstrating alignment with the goal of completing a transaction.