Amends Boxabl Merger Lock-Up Terms with $12 and $20 Price Triggers

summarizeSummary

FG Merger II Corp. amended its merger agreement with Boxabl Inc. to revise lock-up terms for both Boxabl shareholders and the SPAC sponsor, setting specific stock price targets for early release of shares.

check_boxKey Events

• Third Amendment to Merger Agreement

  FG Merger II Corp. entered into a Third Amendment to its Merger Agreement with BOXABL Inc., primarily modifying lock-up provisions for shareholders.

• Revised Boxabl Shareholder Lock-Up

  50% of Boxabl shareholder shares will be released six months post-closing if the stock price meets or exceeds $12.00 for 20 trading days within a 30-day period. Any remaining shares will be released 13 months post-closing, irrespective of price. All shares are released early if the price hits $20.00.

• Revised Sponsor Lock-Up

  50% of the sponsor's shares will be released on the earlier of 12 months post-closing or if the stock price meets or exceeds $12.00 for 20 trading days within a 30-day period. The remaining 50% will be released 12 months post-closing. All shares are released early if the price hits $20.00.

• Amends Insider Letter

  The new Sponsor Lock-Up Agreement amends and restates the prior Insider Letter dated January 28, 2025.

auto_awesomeAnalysis

This filing provides new details on the lock-up agreements for key shareholders following the proposed merger with Boxabl Inc. The revised terms, including price-based early release conditions at $12.00 and $20.00 per share, offer insight into the expected post-merger stock performance and potential future selling pressure from insiders. This amendment is a material update to the ongoing SPAC transaction, which has seen multiple extensions and disclosures of significant dilution.