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425 ·Filed May 13, 2026

FGMCR

FG Merger II Corp.
NEUTRAL
Impact 5/10
Horizonweeks Processed5mo ago SEC0001104659-26-060395
Rule 425 M&A communications
Actionable Insight • Neutral

The June 9 shareholder vote is the next key catalyst. Monitor for redemption trends in FGMC's trust and any opposition filings. The structured preferred conversion schedule caps near-term selling pressure but creates a known dilution path starting ~14 months post-close.

DirectionNeutral
Confidencehigh
Horizonweeks

Price Chart

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Executive Summary

FG Merger II Corp. (FGMC) filed a Rule 425 communication updating its investor website and FAQs in connection with its pending business combination with Boxabl Inc. The filing confirms the special shareholder meeting is scheduled for June 9, 2026, and reiterates the $3.5 billion enterprise valuation, 350 million shares at $10 per share, and 100% equity rollover. No changes to deal terms were disclosed. The filing also details a structured preferred stock conversion plan beginning ~14 months post-close, with 20% converting monthly thereafter.

Key Financial Metrics

Deal Value
$3.5B
Deal Type
merger

Key Facts

  • Special shareholder meeting scheduled for June 9, 2026, at 11:00 am PDT.
  • Enterprise valuation of $3.5 billion, with 350 million shares to be issued at $10 per share.
  • 100% equity rollover with no minimum cash condition.
  • Preferred stock conversion plan: 20% converts ~14 months post-close, then 20% monthly until fully converted.
  • Third amendment to merger agreement filed same day, replacing forms of Company and Sponsor Lock-Up Agreements.
  • Boxabl reports $235M+ total raised, 800+ homes built, 53 patent filings, and 200K+ customer inquiries.

Financial Impact

Deal valued at $3.5 billion enterprise value; Boxabl has raised $235M+ to date.

enterprise valueshare countdilution

Risk Factors

  • Shareholder redemptions could reduce cash available post-merger.
  • Regulatory approvals and closing conditions may delay or prevent the transaction.
  • Boxabl's history of losses and emerging technology risks.

Market Snapshot

Exchange
Nasdaq
Sector
Blank Checks

Investment Themes

Traditional Finance

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0001104659-26-060395
Document: 0001104659-26-060395-index-headers.html0001104659-26-060395
Document: 0001104659-26-060395-index.html0001104659-26-060395
Document: 0001104659-26-060395.txt0001104659-26-060395
13 reports for FGMCR
Performance horizon

Track record builds as more directional reports settle.

Filters
Rows
Reports for FGMCR — sortable, filterable
TypeNow
Jun 10, 2026
19w ago
425
BEARISH ★ 7/10
$0.9905 $0.9071▲ +8.42%▲ +10.31%—
Jun 9, 2026
20w ago
425
NEUTRAL ★ 4/10
$0.9819 $0.9071▼ −7.62%▼ −11.24%—
Jun 8, 2026
20w ago
425
BEARISH ★ 7/10
$0.9537 $0.8800▲ +7.73%▲ +9.17%—
Jun 3, 2026
20w ago
425
NEUTRAL ★ 4/10
$0.8400 $0.8700▲ +3.57%▲ +4.70%—
May 29, 2026
21w ago
425
MIXED ★ 5/10
$0.8100 $0.9900▲ +22.22%▲ +25.86%—
May 29, 2026
21w ago
8-K
NEUTRAL ★ 4/10
$0.8100 $0.9900▲ +22.22%▲ +25.86%—
May 26, 2026
22w ago
425
NEUTRAL ★ 4/10
$0.7560 $0.8849▲ +17.05%▲ +19.34%—
May 21, 2026
22w ago
DEFA14A
NEUTRAL ★ 4/10
—awaiting T+20——
May 13, 2026
23w ago
DEFA14A
NEUTRAL ★ 3/10
—awaiting T+20——
May 13, 2026
23w ago
425
NEUTRAL ★ 5/10
—awaiting T+20——
Showing 10 of 13

US Market Status

Market Closed — Opens Wed (< 1m)

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Report published May 13, 2026