BOXABL Inc.

false --12-31 0001906364 0001906364 2026-07-17 2026-07-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2026 BOXABL INC. (Exact Name of Registrant as Specified in Charter) Texas 001-42493 86-2579471 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 5345 E. N. Belt Road North Las Vegas , Nevada 89115 (Address of Principal Executive Offices) (Zip Code) (702) 500-9000 (Registrant’s Telephone Number, Including Area Code) FG Merger II Corp. (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.0001 par value per share BXBL The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Introductory Note As previously disclosed, on August 4, 2025, FG Merger II Corp., a Nevada corporation (“ FGMC ”), entered into an Agreement and Plan of Merger (as amended on November 3, 2025, April 6, 2026 and May 6, 2026, the “ Merger Agreement ”), with FG Merger Sub II Inc., a Nevada corporation and a wholly-owned subsidiary of FGMC (“ Merger Sub ”), and BOXABL Inc., a Nevada corporation (“ BOXABL ”). Terms used herein but not defined herein shall have the meanings ascribed to them in the Proxy Statement/Prospectus (as defined below). On July 17, 2026 (the “ Closing Date ”), the parties consummated the transactions contemplated by the Merger Agreement (the “ Business Combination ”), as follows: The Conversion Prior to and in connection with the Closing, FGMC converted from a Nevada corporation to a Texas corporation (the “ Conversion ”) in accordance with the Nevada Revised Statutes (“ NRS ”) and the Texas Business Organizations Code (“ TBOC ”). Upon the Conversion, FGMC became a Texas corporation and each issued and outstanding security of FGMC remained outstanding and automatically represented a corresponding security of FGMC as a Texas corporation. The Mergers Following the Conversion and on the Closing Date, Merger Sub merged with and into BOXABL, with BOXABL surviving as a wholly-owned subsidiary of FGMC (the “ First Merger ”). Immediately thereafter, BOXABL merged with and into FGMC, with FGMC surviving (the “ Second Merger ”, and together with the First Merger, the “ Mergers ”). As a result of the Business Combination, FGMC was renamed “BOXABL Inc.” (the “ Combined Company ”). Pursuant to the terms of the Merger Agreement, at the applicable effective time, by virtue of the Mergers and without any action on the part of any party or any other person: ● each share of BOXABL’s common stock, par value $0.00001 (“ BOXABL Common Stock ”) (other than certain excluded shares and any shares held by stockholders who properly exercised and did not lose their dissenter’s rights under applicable Nevada law) was converted into the right to receive a number of shares of common stock of the Combined Company (“ Combined Company Common Stock ”), as determined by the exchange ratio set forth in the Merger Agreement (the “ Common Exchange Ratio ”); ● each share of BOXABL’s preferred stock, par value $0.00001 (“ BOXABL Preferred Stock ”) (other than any shares held by preferred stockholders who properly exercised and did not lose their dissenter’s rights under applicable Nevada law) was converted into the right to receive a number of shares of preferred stock of the Combined Company (“ Combined Company Merger Preferred Stock ”) as determined by the exchange ratio set forth in the Merger Agreement (the “ Preferred Exchange Ratio ”); ● all outstanding and unexpired BOXABL convertible securities (options and restricted stock units but excluding common stock warrants) were assumed by the Combined Company and became exercisable or convertible for Combined Company equity on the same terms, with adjustments as provided in the Merger Agreement; ● each BOXABL common stock warrant that remained outstanding was assumed by the First Merger Surviving Company and terminated at the effective time of the First Merger; ● each share of capital stock of Merger Sub issued and outstanding immediately prior to the First Merger Effective Time was automatically cancelled and converted into one share of common stock of the First Merger Surviving Company; ● all outstanding FGMC warrants and other convertible securities were assumed by the Combined Company and became exercisable for shares of Combined Company Common Stock, subject to adjustment as provided in the Merger Agreement; ● no fractional shares of Combined Company Common Stock or Combined Company Merger Preferred Stock were issued. On the Closing Date, the Combined Company issued, or reserved for issuance, an aggregate of 246,524,760 shares of Combined Company Common Stock and issued 103,475,240 shares of Combined Company Merger Preferred Stock to the former BOXABL securityholders in exchange for their equity interests in BOXABL, representing aggregate merger consideration with a value of $3,500,000,000 based on a deemed value of $10.00 per share. Listing of Securities Prior to the Closing Date, FGMC Units, FGMC Common Stock and FGMC Rights were listed on the Nasdaq Stock Market LLC (“ Nasdaq ”) under the symbols “FGMCU,” “FGMC” and “FGMCR,” respectively. In connection with the Business Combination, all of the FGMC Units separated into their component parts and ceased trading on Nasdaq. As of the open of trading on July 20, 2026, the Combined Company Class A Common Stock began trading on Nasdaq under the symbol “BXBL.” The Combined Company Merger Preferred Stock is not listed on Nasdaq or any other securities exchange and is not publicly traded. The description of the Merger Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of the Merger Agreement, as amended, copies of which are attached as Exhibits 2.1 through 2.4 to this Current Report on Form 8-K and are incorporated herein by reference. The Merger Agreement is also described in detail in the definitive proxy statement/prospectus for the Business Combination filed by FGMC with the Securities and Exchange Commission (the “ Proxy Statement/Prospectus ”). Item 1.01 Entry into a Material Definitive Agreement The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. Lock-Up Agreements In connection with the Business Combination, on the Closing Date, the Combined Company entered into lock-up agreements (the “ Lock-Up Agreements ”) with the Sponsor of FGMC and certain former stockholders of BOXABL (including Paolo Tiramani and Galiano Tiramani), pursuan