BOXABL & FGMC Amend Merger to Set Insider Lock-Up Terms with $12 & $20 Price Triggers

summarizeSummary

BOXABL and FG Merger II Corp. amended their merger agreement to establish lock-up periods for insider and sponsor shares, tying releases to timeframes and stock price targets of $12.00 and $20.00.

check_boxKey Events

• Merger Agreement Amended

  FG Merger II Corp. and BOXABL Inc. entered into a Third Amendment to their Agreement and Plan of Merger, dated May 6, 2026.

• Company Lock-Up Terms Defined

  50% of company insider 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 after 13 months, irrespective of price. All shares are released early if the stock hits $20.00.

• Sponsor Lock-Up Terms Defined

  50% of sponsor 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 after 12 months. All shares are released early if the stock hits $20.00.

• Insider Alignment and Future Supply

  These lock-up provisions align insider and sponsor incentives with long-term stock performance, providing clarity on potential future selling pressure and share supply post-merger.

auto_awesomeAnalysis

This filing details the third amendment to the merger agreement between BOXABL Inc. and FG Merger II Corp., specifically outlining the lock-up provisions for company insiders and sponsors. These agreements restrict the sale of a significant portion of shares post-merger, with release contingent on either timeframes (6, 12, or 13 months) or the achievement of specific stock price targets ($12.00 and $20.00). This provides transparency on potential future selling pressure and aligns insider incentives with long-term stock performance, which is particularly relevant following recent disclosures of significant dilution related to the merger. The price triggers are notably above the current stock price, which is trading near its 52-week high.