SPAC Discloses $3.5 Billion Merger with Boxabl, Deadline Extended to Filing Date

summarizeSummary

FG Merger II Corp. filed its annual report, detailing a proposed $3.5 billion merger with Boxabl Inc. and revealing that the merger agreement's closing deadline was extended to March 31, 2026, the same day as this filing.

check_boxKey Events

• Proposed $3.5 Billion Merger with Boxabl Inc.

  The company has entered into a definitive Agreement and Plan of Merger with Boxabl Inc., valued at an aggregate consideration of $3.5 billion, to be paid in a combination of preferred and common shares at a deemed value of $10 per share. This represents a transformational event for the SPAC.

• Merger Agreement Deadline Extended to Filing Date

  The original merger agreement end date of December 31, 2025, was amended on November 3, 2025, to extend the deadline to March 31, 2026. This means the company is at a critical juncture, with the merger needing to close on the same day this annual report was filed, or risk termination.

• Significant Potential Dilution

  The $3.5 billion merger consideration, if fully converted into common shares at $10 per share, would result in 350,000,000 shares issued to Boxabl stockholders. This is substantially higher than the current 10,295,800 outstanding common shares (excluding redeemable shares), indicating massive potential dilution for existing shareholders.

• Financial Position and Trust Account

  As of December 31, 2025, the company reported a net income of $1.43 million, primarily from investment income in its trust account. The trust account held $82.14 million, while the company's cash balance was $486,900.

auto_awesomeAnalysis

This annual report provides a critical update on FG Merger II Corp.'s proposed $3.5 billion business combination with Boxabl Inc., a transaction that is highly significant given the SPAC's current market capitalization. The extension of the merger agreement's end date to March 31, 2026, which is the filing date of this 10-K, places the company at an immediate and pivotal juncture. The substantial consideration for Boxabl, to be paid in preferred and common shares, implies significant dilution for existing FGMC shareholders if the deal successfully closes. Failure to close the merger by this deadline could lead to the company's liquidation, making the outcome of this transaction existential for the SPAC.