BOXABL closes $3.5B SPAC merger and debuts on Nasdaq as BXBL
Summary
BOXABL Inc. completed its SPAC merger with FG Merger II Corp. at a $3.5 billion valuation, listing on Nasdaq as BXBL. The final share structure shows insiders hold over 96% voting control, with public float limited to 9.4 million Class A shares. A 75-million-share incentive plan and 103.5 million convertible preferred shares create substantial future dilution potential.
Key Events · M&A and Partnerships · FGMC
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Merger Closes at $3.5B Valuation
The business combination with FG Merger II Corp. closed on July 17, 2026, with BOXABL Inc. issuing 246.5 million common shares and 103.5 million preferred shares to former BOXABL stockholders at a deemed $10 per share, for total consideration of $3.5 billion.
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Extreme Insider Voting Control
Post-closing, Paolo Tiramani holds 71.42% and Galiano Tiramani holds 24.87% of common stock, all in super-voting Class B shares (10 votes each). Together with other insiders, they control 96.37% of the voting power, leaving public Class A shareholders with minimal influence.
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Minimal Public Float After Redemptions
Only 9.4 million Class A shares remain outstanding after 3.5 million FGMC shares were redeemed for $36 million. The trust account contributed approximately $46 million in net cash to the combined company.
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Significant Future Dilution from Preferred Stock
A total of 103.5 million shares of Merger Preferred Stock were issued, which will automatically convert to Class A common stock on a one-for-one basis starting 14 months after closing, at a rate of 20% per month. This represents potential dilution of over 40% to the current common equity base.
Analysis · FGMC · Real Estate & Construction
On July 17, 2026, BOXABL Inc. finalized its merger with FG Merger II Corp., cementing a $3.5 billion valuation and a Nasdaq listing under the ticker BXBL. The combined company emerges with roughly 241.5 million common shares outstanding, yet insiders Paolo and Galiano Tiramani command over 96% of the voting power through super-voting Class B shares. Public shareholders are left with only about 9.4 million Class A shares after 3.5 million shares were redeemed for $36 million. The filing also unveils a new 75-million-share incentive plan, lock-up agreements, and an auditor change. While the merger was widely expected, the final capital structure confirms extreme insider control and significant dilution risk from 103.5 million preferred shares that will begin converting to common stock 14 months after closing.
How filings like this one have moved
In the 30 days to Sep 15, 2026, 40.7% of the 388 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.42%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, FGMC was trading at $13.75 on NASDAQ in the Real Estate & Construction sector, with a market capitalization of approximately $11.5M. This filing was assessed with negative market sentiment and an importance score of 9 out of 10.