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FG Merger II Corp.

FGMCU
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Business Summary

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 . 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 . Its primary source of non-operating income is interest income from the proceeds derived from its initial public offering (IPO) . While not limited to a specific industry or geographic region, FGMC intends to focus its search on companies within the financial services industry in North America . The company aims to acquire established businesses that could benefit from financial, operational, technological, strategic, or managerial improvements, or earlier-stage companies with high revenue growth potential and a clear path to profitability .

The core business model of FGMC 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 earned on funds held in a Trust Account . Its primary customer segments are the target businesses it seeks to acquire. The company's management has broad discretion over the application of net proceeds from the IPO and private placements, with the main objective being the consummation of a Business Combination . Nasdaq rules require that the Business Combination target(s) must have a fair market value equal to at least 80% of the net assets held in the Trust Account .

FGMC completed its IPO on January 30, 2025, by selling 8,000,000 units at $10.00 per unit, generating gross proceeds of $80,000,000 . Each unit consisted of one share of common stock and one right to receive one-tenth common share . 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, yielding total proceeds of $2,483,000 . Additionally, the Sponsor purchased 1,000,000 $15.00 exercise price warrants at $0.10 per warrant, generating $100,000 . Following the IPO, $80,800,000 ($10.10 per unit) from the net proceeds were placed in a Trust Account and invested in a money market fund .

For the year ended December 31, 2025, FGMC reported a net income of $1,426,980 . This was primarily driven by $3,036,888 in investment income earned in the Trust Account , offset by $972,161 in general and administrative expenses , which included $425,000 for Business Combination expenses , and an estimated $637,747 in income tax expense on Trust Account income . In contrast, for the year ended December 31, 2024, the company reported a net loss of $25,850, consisting entirely of general and administrative expenses . Basic income per share for redeemable shares was $0.26 , and diluted income per share for redeemable shares was $0.23 for the year ended December 31, 2025. Basic loss per non-redeemable share was $(0.21) , and diluted loss per non-redeemable share was $(0.20) for the same period. As of December 31, 2025, the company had a cash balance of $486,900 and cash held in the Trust Account of $82,136,888 . Total liabilities were $194,918 , and total stockholders' equity was $389,529 . The company had no outstanding balance under promissory notes as of December 31, 2025 .

A significant operational development during the period was the entry into an Agreement and Plan of Merger with Boxabl Inc. ("BOXABL") on August 4, 2025 . This agreement outlines a two-step merger transaction where BOXABL will become a wholly-owned subsidiary of FGMC, and subsequently, FGMC will continue as the surviving public company, changing its name to BOXABL Inc. . The aggregate merger consideration for BOXABL stockholders is $3,500,000,000, payable in a combination of preferred and common shares of FGMC, each valued at $10 per share . The initial Agreement End Date for the merger was December 31, 2025, but an amendment on November 3, 2025, extended this to March 31, 2026 .

Business Outlook

FG Merger II Corp. is currently focused on completing its Business Combination with Boxabl Inc. (BOXABL), which is expected to result in FGMC changing its name to BOXABL Inc. and continuing as the surviving public company . The 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 with a deemed value of $10 per share . There is no minimum cash requirement to close this merger . The Agreement End Date for the Merger Agreement was extended from December 31, 2025, to March 31, 2026 .

The company's operational outlook is entirely dependent on the successful consummation of the Business Combination. Until then, FGMC will not generate any operating revenues . The company's non-operating income is derived from interest earned on marketable securities held in the Trust Account . For the year ended December 31, 2025, the company earned $3,036,888 in investment income from the Trust Account . General and administrative expenses for the same period were $972,161 , which included $425,000 related to the Business Combination . The company also incurred an estimated income tax expense of $637,747 on the Trust Account income .

Regarding capital allocation, FGMC has withdrawn $1,200,000 from the Trust Account for working capital purposes during the year ended December 31, 2025 , and an additional $500,000 was withdrawn to pay tax obligations . The company is allowed to withdraw up to $1,000,000 annually for working capital from the investment income earned in the Trust Account, with a restricted aggregate withdrawal limit of $1,200,000 for working capital needs . The Sponsor or its affiliates, or certain officers and directors, may provide Working Capital Loans, though no such loans were outstanding as of December 31, 2025 . The company does not anticipate needing to raise additional funds for operating its business, but acknowledges that insufficient funds could arise if the actual costs of identifying and negotiating a Business Combination exceed estimates .

The closing of the Mergers is subject to several customary conditions, including approval by stockholders of both BOXABL and FGMC, the effectiveness of a Form S-4 registration statement, and the absence of any prohibiting laws or orders . The Merger Agreement can be terminated if the closing does not occur by March 31, 2026, or if required stockholder approvals are not obtained . Upon termination, the agreement becomes void, subject to liability for willful and material breach or actual fraud . Each party is responsible for its own fees and expenses, unless otherwise specified .

Risk Factors

FG Merger II Corp. faces several material risks, primarily stemming from its nature as a blank check company and its pending Business Combination. The most significant risk is the potential inability to successfully effectuate the Business Combination with Boxabl Inc. within the extended timeframe of March 31, 2026 . If the Business Combination is not completed, 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 up to $1,200,000 for working capital and up to $100,000 for dissolution expenses) , and then proceed to a formal dissolution, rendering warrants worthless . There is also a risk that claims by vendors or prospective target businesses could reduce the amounts in the Trust Account below $10.10 per share, for which the Sponsor has agreed to be liable, with certain exceptions . 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 . The company's ability to acquire larger target businesses is limited by its available financial resources, and the obligation to pay cash for public stockholder redemptions may further reduce these resources, potentially placing FGMC at a competitive disadvantage . The outstanding rights and the future dilution they represent may also be viewed unfavorably by certain target businesses .

Management Priorities

Management's message to shareholders emphasizes the company's singular focus on completing its Business Combination. As a blank check company, FG Merger II Corp. has not engaged in any operations or generated revenues to date, with all activities centered on its formation, IPO, and the search for a merger target . The strategic priority for the period ahead is the successful consummation of the merger with Boxabl Inc. (BOXABL), which was agreed upon on August 4, 2025 . The aggregate merger consideration for BOXABL stockholders is $3,500,000,000, to be paid in a combination of preferred and common shares of FGMC, each at a deemed value of $10 per share . Management has successfully negotiated an amendment to the Merger Agreement, extending the Agreement End Date from December 31, 2025, to March 31, 2026 , demonstrating their commitment to closing the transaction. The company's management team, including CEO Larry Swets, Jr. and CFO Hassan R. Baqar, are actively involved in the process, leveraging their extensive experience in financial services and corporate development to identify and evaluate target businesses . They acknowledge the discretion they have over the net proceeds from the IPO and private placements, with the primary intent to apply these funds towards the Business Combination .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Introduction
  2. [2] Item 1, Business — Introduction
  3. [3] Item 1, Business — Introduction
  4. [4] Item 1, Business — Selection of a target business and structuring of our Business Combination
  5. [5] Item 1, Business — Selection of a target business and structuring of our Business Combination
  6. [6] Item 1, Business — Introduction
  7. [7] Item 1, Business — Introduction
  8. [8] Item 1, Business — Introduction
  9. [9] Item 1, Business — Introduction
  10. [10] Item 1, Business — Introduction
  11. [11] Item 1, Business — Introduction
  12. [12] Item 1, Business — Introduction
  13. [13] Item 1, Business — Introduction
  14. [14] Item 7, MD&A — Results of Operations
  15. [15] Item 7, MD&A — Results of Operations
  16. [16] Item 7, MD&A — Results of Operations
  17. [17] Item 7, MD&A — Results of Operations
  18. [18] Item 7, MD&A — Results of Operations
  19. [19] Item 7, MD&A — Results of Operations
  20. [20] Item 7, MD&A — Statements of Operations
  21. [21] Item 7, MD&A — Statements of Operations
  22. [22] Item 7, MD&A — Statements of Operations
  23. [23] Item 7, MD&A — Statements of Operations
  24. [24] Item 7, MD&A — Liquidity and Capital Resources
  25. [25] Item 7, MD&A — Liquidity and Capital Resources
  26. [26] Item 7, MD&A — Balance Sheets
  27. [27] Item 7, MD&A — Balance Sheets
  28. [28] Item 7, MD&A — Liquidity and Capital Resources
  29. [29] Item 1, Business — Merger Agreement
  30. [30] Item 1, Business — Merger Agreement
  31. [31] Item 1, Business — Consideration
  32. [32] Item 1, Business — Closing Conditions
  33. [33] Item 1, Business — Merger Agreement
  34. [34] Item 1, Business — Consideration
  35. [35] Item 1, Business — Consideration
  36. [36] Item 1, Business — Closing Conditions
  37. [37] Item 7, MD&A — Overview
  38. [38] Item 7, MD&A — Overview
  39. [39] Item 7, MD&A — Results of Operations
  40. [40] Item 7, MD&A — Results of Operations
  41. [41] Item 7, MD&A — Results of Operations
  42. [42] Item 7, MD&A — Results of Operations
  43. [43] Item 7, MD&A — Marketable securities held in trust account
  44. [44] Item 7, MD&A — Marketable securities held in trust account
  45. [45] Item 7, MD&A — Liquidity and Capital Resources
  46. [46] Item 7, MD&A — Liquidity and Capital Resources
  47. [47] Item 7, MD&A — Liquidity and Capital Resources
  48. [48] Item 1, Business — Closing Conditions
  49. [49] Item 1, Business — Termination Provisions
  50. [50] Item 1, Business — Termination Provisions
  51. [51] Item 1, Business — Termination Provisions
  52. [52] Item 1, Business — Introduction
  53. [53] Item 1, Business — Closing Conditions
  54. [54] Item 1, Business — Redemption of Public Shares and Liquidation if no Business Combination
  55. [55] Item 1, Business — Redemption of Public Shares and Liquidation if no Business Combination
  56. [56] Item 1, Business — Introduction
  57. [57] Item 13, Certain Relationships and Related Transactions, and Director Independence — Conflicts of Interest
  58. [58] Item 1, Business — Business Combination Competition
  59. [59] Item 1, Business — Business Combination Competition
  60. [60] Item 7, MD&A — Overview
  61. [61] Item 1, Business — Merger Agreement
  62. [62] Item 1, Business — Consideration
  63. [63] Item 1, Business — Closing Conditions
  64. [64] Item 10, Directors, Executive Officers, and Corporate Governance
  65. [65] Item 1, Business — Introduction

Analysis on 5/21/2026