Boxabl Inc.

04/10/2026 | Press release | Distributed by Public on 04/10/2026 15:18

Material Agreement (Form 8-K)

Item 1.01 Entry Into A Material Definitive Agreement.

Second Amendment to the Merger Agreement

On April 6, 2026, BOXABL Inc. ("BOXABL") entered into a Second Amendment (the "Second Amendment") to that certain Agreement and Plan of Merger, dated as of August 4, 2025, as amended by the First Amendment to the Agreement and Plan of Merger dated November 3, 2025 (collectively, the "Merger Agreement"), by and among BOXABL, FG Merger II Corp. ("FGMC"), and FG Merger Sub II Inc. ("Merger Sub" and together with BOXABL and FGMC, the "Parties"). Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Merger Agreement.

Pursuant to the Amendment, the Parties to the Merger Agreement agreed:

(A) to extend the Agreement End Date for the Merger Agreement from March 31, 2026 to July 31, 2026;
(B) that the Company and the Acquiror shall jointly enter into agreements, subject to any consent needed from ThinkEquity LLC, or amendments to existing agreements, providing for the release of any lock-up provisions applicable to the Acquiror Securities owned by the Sponsor Parties, Paolo Tiramani, Galiano Tiramani, or any of their respective Affiliates, such that such lock-up provisions shall automatically expire if the Acquiror Common Stock trades at or above $20.00 at any time, including during intraday trading;
(C) to clarify that the definition of Acquiror Securities includes the 8,295,800 rights (for the issuance of 829,580 shares of Acquiror Common Stock), each right entitling the holder thereof to receive one-tenth (1/10) of a share of Acquirer Common Stock upon the consummation of an initial business combination; and
(D) to provide that either the Company or the Acquiror has the right to terminate the Merger Agreement if either party has made a written request of the other party pursuant to the Merger Agreement and five Business Days have passed, and the requesting party has not received a response.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 and is incorporated by reference herein.

Additional Information About the Proposed Transaction and Where to Find It

Additional information about the transaction, including a copy of the Merger Agreement has been filed by FGMC in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the "SEC"). The proposed transaction will be submitted to shareholders of FGMC for their consideration. FGMC has filed a registration statement on Form S-4 (the "Registration Statement") with the SEC, which includes preliminary and definitive proxy statements to be distributed to FGMC's shareholders in connection with FGMC's solicitation of proxies for the vote by FGMC's shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to BOXABL's shareholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to BOXABL shareholders and FGMC shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, FGMC and BOXABL shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC by FGMC in connection with the proposed transaction, as these documents will contain important information about FGMC, BOXABL and the proposed transaction. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by FGMC with the SEC, without charge, at the SEC's website located at www.sec.govor by directing a written request to FG Merger II Corp., 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143 or to BOXABL 5345 E North Belt Rd Las Vegas, NV 89115.

Boxabl Inc. published this content on April 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 10, 2026 at 21:18 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]