Monitor redemption requests and closing cash balance disclosures before the shareholder vote—the forward's actual size depends on the number of recycled shares, which is undisclosed until a Pricing Date Notice is filed. The insider novation adds governance risk; watch for any subsequent SEC scrutiny or shareholder pushback. Expect continued M&A communications heading toward a June 2026 close per BOXABL's press release timeline.
Price Chart
Executive Summary
FG Merger II Corp. (FGMC) entered into an OTC Equity Prepaid Forward Transaction with Atsion Opportunity Fund LLC – Series 2 on May 28, 2026, providing up to 3,000,000 shares of replacement capital for redeemed trust assets ahead of its business combination with BOXABL Inc. Half of the agreement (up to 1,500,000 shares) was immediately novated to FG Capital Partners LLC, an entity affiliated with FGMC officers/directors, creating a related-party transaction. The filing confirms active deal progression but the forward does not ensure minimum cash requirements and insider involvement raises governance concerns.
Key Facts
- Entered into OTC Equity Prepaid Forward Transaction with Atsion Opportunity Fund LLC – Series 2 on May 28, 2026.
- Maximum of 3,000,000 shares can be recycled; 50% (up to 1,500,000 shares) novated to FG Capital Partners LLC, a related party of FGMC officers/directors.
- The forward is explicitly stated NOT to provide capital to meet minimum cash requirements for the business combination—it replaces redeemed trust assets.
- Reference Price initially $10.00, may be reduced by Counterparty one time per 21-day period.
- Valuation Date is 90 days post-close, extendable by up to 180 additional days at FGMC's option.
- Seller waives redemption rights on Recycled Shares but does not vote them in favor of the business combination.
- BOXABL received Texas regulatory approval to sell/deploy Casita Studio, a key milestone highlighted in a press release incorporated into the 425.
Financial Impact
Up to 3,000,000 shares of recycled capital at the per-share redemption price (estimated at ~$10.00/ share based on Reference Price), replacing redeemed trust assets but not guaranteeing minimum cash.
Risk Factors
- Related-party transaction with FG Capital Partners raises governance concerns and potential conflicts of interest.
- Forward does not ensure minimum cash requirements—high redemptions could still jeopardize post-close liquidity.
- If the BCA is terminated, the forward terminates with only legal fees owed to Seller; deal failure risk remains.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001104659-26-067929 |
| Document: tm2615975d1_ex10-2.htm | 0001104659-26-067929 |
| Document: tm2615975d1_8k.htm | 0001104659-26-067929 |
| Document: 0001104659-26-067929-index-headers.html | 0001104659-26-067929 |
| Document: 0001104659-26-067929-index.html | 0001104659-26-067929 |
| Document: 0001104659-26-067929.txt | 0001104659-26-067929 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jun 10, 2026 19w ago | 425 | $0.9905 $0.9071 | ▲ +8.42% | ▲ +10.31% | — |
Jun 9, 2026 20w ago | 425 | $0.9819 $0.9071 | ▼ −7.62% | ▼ −11.24% | — |
Jun 8, 2026 20w ago | 425 | $0.9537 $0.8800 | ▲ +7.73% | ▲ +9.17% | — |
Jun 3, 2026 20w ago | 425 | $0.8400 $0.8700 | ▲ +3.57% | ▲ +4.70% | — |
May 29, 2026 21w ago | 425 | $0.8100 $0.9900 | ▲ +22.22% | ▲ +25.86% | — |
May 29, 2026 21w ago | 8-K | $0.8100 $0.9900 | ▲ +22.22% | ▲ +25.86% | — |
May 26, 2026 22w ago | 425 | $0.7560 $0.8849 | ▲ +17.05% | ▲ +19.34% | — |
May 21, 2026 22w ago | DEFA14A | — | awaiting T+20 | — | — |
May 13, 2026 23w ago | DEFA14A | — | awaiting T+20 | — | — |
May 13, 2026 23w ago | 425 | — | awaiting T+20 | — | — |
US Market Status
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