Business Combination Prospectus (Form 425)

Filed by FG Merger II Corp.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Boxabl Inc.

Commission File No. 000-56579

Date: May 13, 2026

As previously disclosed, on August 4, 2025, Boxabl Inc. ("Boxabl") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, FG Merger II Corp., a Nevada corporation ("FGMC"), and FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary of FGMC ("Merger Sub"). The Merger Agreement provides for a two-step merger transaction (the "Mergers") in which, first, Merger Sub will merge with and into the Company (the "First Merger"), with the Company surviving as a wholly-owned subsidiary of FGMC, and, immediately thereafter, the Company (as the surviving company in the First Merger) will merge with and into FGMC (the "Second Merger"), with FGMC continuing as the surviving public company (the "Surviving Pubco"). By virtue of the consummation of the Mergers, the Surviving Pubco will change its name to BOXABL Inc.

On May 13, 2026, Boxabl updated its investor website at https://www.boxabl.com/ir and its FAQ's.

Updated Investor Website:

B O XA BL I N VE S T OR RE L A T IO N S · PRI N T A BL E PD F C OPY · IR. B O XA BL . C OM B Y T H E N U M B E R S B u i l t o n R e al T r ac t ion B O X A B L A N N O U N C E S M E R G E R W I T H F G M C Bri ng i ng m ass p r od u c t io n t o h o u si ng . Goi ng p u blic wi t h F G MC. FG Me r ger II Co r p . F GM C B X B L 8 00 + $ 235 M + 5 3 $ 2.2 T FGMC is li v e on Y ahoo Finance Me r ger A g r ee m e nt Signed SEC & S ha r e h older R e vi ew In p r og r ess $ 3 .5B D EAL V AL U A TION $ 235 M + T O T AL RAISED 80 0 + HOMES BUI LT 53 P A TENT FILINGS

T H E C R I S I S A T A G L A N C E Ho u si ng H e ll 7 5% of U .S. households c annot a f f o r d a median - p r iced n e w home. 4 . 7M U N A FF O R D AB LE 42% O V ERREGUL A TED 1948 O UT D A TED T R A N S A C T I O N 200 K + CU S T OMER INQUIRIES $ 2.2T M ARKET ( T AM) 4 3 % CO S T REDUCTION 12 + S T A TES APPR O VED

S P A C M e r ge r O v e r vi ew B O XABL and FG Me r ger II Co r p. h a v e signed a definiti v e me r ger ag r eement t o pursue a public listing on NAS DA Q. $ 3 .5B E N TERPR I SE V A L U A T I ON 350 million sha r es t o be issued at $10 per sha r e, v aluing B O XABL at app r o xima t e l y $ 3 .5 billion. BX BL N A S DA Q L I S T ING The n e w l y combined com p a n y is e xpec t ed to trade on the Nasdaq S t ock Ma r k et under the tic k er symbol BXBL. 10 0% E Q U I T Y ROLL All e xisting sha r eholders r oll 100% of their equi t y in t o the public com p a n y . No minimum c ash condition. O U T L O O K Bi g Ma r k et , Bi g O ppo r tun i ty A $2.2T t o t al demand d r i v en b y a 10M+ home deficit, and 1 . 36M annual s t a r t s. B O XABL t a r ge t s the p r e f ab segment.

P R O D U C T R adi c al l y Si m pli f i e d E ng i nee ri ng Th r ee f olding building shells s t ack, connect, and onb o a r d in t e r iors to build a n y r esidential configuration. E x t e r ior p anels co - d ev eloped with O w ens Co r ning. $2.2T $36B ~$1B

Floor Plans That Fl ow B e autiful In t e r iors B e autiful E x t e r iors H O M E O W N E R S A L E S T u r n k e y Casi t a P rici ng Ownership p r ogram with financing and ins t allation f or a fi x ed p r ice, f ocused first on the C A ma r k et. 400 - 2,400 sq f t | Studio - 4bd | 1 - 3 . 5 ba S t eel construction, 10' ceilings Huge doors & wind o ws A n y a r chi t ectural s t y le 20x20 / 20x30 / 20x40 shells Obsessi v e l y designed f eel - good s p aces T all ceilings and big wind o ws G r e at sightlines th r oughout P r emium finishes s t anda rd K i t chen, living, full - si ze b ath P e r f ect p r opo r tions, g r e at cu r b app e al A n y s t y le: Colonial, Con t empora r y, Cra f t sman Mid - Centu r y , Vic t o r ian, Medi t e r ran e an Mode r nist, Neoclassi c al, Indust r ial Shape se p ara t ed f r om s t y le

S TUDIO Casi t a Studio $150K T u r n k e y p r ice - com p act, e f ficient, ful ly finished 1 - BEDROOM Casi t a 1 - Bed r oom $195K T u r n k e y p r ice - our most popular configuration 2 - BEDROOM Casi t a 2 - Bed r oom $210K T u r n k e y p r ice - maximum living s p ace *Subject t o individual si t e conditions. Some images m a y be r ende r ed. T u r n k e y p r icing bundles the b ase unit, financing, and on - si te ins t allation; the p r e vious l y disclosed non - tu r n k e y b ase - unit p r icing (s t a r ting at ~$6 0, 000 f or the Casi t a) r emains a v ailable f or bu y ers who a r range their o wn si t e w o r k and ins t allation. C U S T O M E R Si x Sal e s C h a nne ls # 1 H O M E O WNER T u r n k e y Casi ta P r og r am # 2 SM A LL B U I L DER Millions of Small Lo ts # 3 DEVE L OPER Less Time , Mo re P r o f it

# 4 R E T AIL N e x t - Gen T r a v el T r ailer # 5 CO MM E R CIAL Tie r - One Supplier # 6 P U B L IC S EC T OR FEMA , Mili t a r y & W o r k f o r ce C O S T C O M P A R I S O N T o t al Cos t S a vi ngs F ac t o r y p r oduction deli v ers ~40% l o w er t o t al cost v ersus traditional stic k - bui l t construction.

VS T r aditional Construction A v erage 2 , 647 sq f t home $ 35 5 , 7 57 $134/sq ft CON S TRUCTION DE T AI L TO T AL CO S T CO S T /SQ FT Enginee r ing & P e r mit $32,719.00 $13.63 F r aming $70,982.00 $29.58 E x t e r ior Finishes $57,510.00 $23.96 Major Sys t ems R ough - ins $82,319.00 $34.30 In t e r ior Finishes $103,391.00 $43.08 Other $8,835.00 $3.68 T o t al Cost $355,756.00 $134.40 ~$142 , 000 s a v ed per home with a 5 , 000 annual unit au t oma t ed f ac t o r y B O XABL estima t ed cost a f t er i n v estment in 5 , 000 annual unit au t oma t ed f ac t o r y . Sou r ce: NAHB, Cost of Constructing a Home (Jan 2025). Mi r r ors the b r e a k d o wn disclosed in the B O XABL I n v es t or P r esen t ation, Ap r il 202 6. T H E F A C T O R Y A D V A N T A G E B O XABL F ac t o r y P r oduction 2,400 sq f t B O XABL home ( estima t e) $ 2 1 3 ,5 51 $88/sq ft CON S TRUCTION DE T AI L TO T AL CO S T CO S T /SQ FT Enginee r ing & P e r mit $22,903.30 $9.54 Di r ect Ma t e r ials $125,575.00 $56.49 Di r ect Labor $13,907.00 $5.79 R oo f ing $9,792.00 $4.08 Cladding $5,824.00 $2.43 Shipping & Ins t all $25,550.00 $10.65 T o t al Cost $213,551.30 $88.98 B O XABL

Cos t - Sp ee d - Q u ali ty Cost Speed Quali ty A P O W E R F U L B R A N D $ 2 3 5 , 00 0, 000 R ais ed One of the w o r ld's most successful c r o w dfunds. A massi v e brand bui l t by the people.

35M+ W E B SITE V IE WS 7 50M+ S O CI A L M EDIA V IE WS 200 K+ C U S T OM ER I NQUIRIES 53 Mechani c al P a t ent Filings & G r o wing T H R E E P I L L A R S U l t i m a t e S u s t ai n abili ty L o w est cost of p r oduction in a f ac t o r y t ypi c al l y l e ads t o the l e ast amount of ene r gy e xpended. Sus t ainabili t y is most l y a function of ene r gy used. B O XABL is a t echnology com p a n y with a deep IP m o at

RECONFIGUR AB LE Enginee r ed t o be r econfigu r ed, r elo c a t ed, or e x p anded pos t - sale. T raditional homes a r e pe r manent. L ESS MOLD Bui l t indoors - no rain f all, c r it t ers, or deb r is. 20% of n e w homes sh o w visible mold; the i n visible number is highe r. Sou r ce: E P A Indoor A ir Quali t y & Ame r i c an Lung Association mold p r e v alence estima t es. L ESS SITE W A S TE A t ypi c al n ew home genera t es 8 , 000 lbs of construction was t e. F ac t o ry p r oduction elimina t es on - si t e was t e. Sou r ce: E PA Sus t ainable Management of Construction & Demolition Ma t e r ials; NAHB r esidential was te estima t es. L ESS SITE THEFT F ac t o ry p r oduction elimina t es e xposu r e t o si te the f t du r ing the build p r ocess - common in traditional construction. O U T L O O K Ow n t he S t ac k . S e r vic e s as R e c u rri ng R e v enue . T he F ac t o ry Is t he P r od u c t. L o w e r - ma r gin p h ysi c al p r oduct is the c a r r ier f or r ecu r r ing highe r - ma r gin se r vices.

M anu f ac t u r ing I n t e llig e nce AI T a r geting F ac t o ry Th r oughput & Quali ty A c q uisi t ion T a r g e ts "Own t he S t ack" B usin e ss Mo del Se r vices as R ecu r r ing R e v enue S c al e S t r a t e gy The F ac t o r y Is t he P r oduct M anu f ac t u r ing 40 0 , 000 sq f t of F ac t o r ies

M I L E S T O N E S K e y A c h i e v emen ts P R O D U C T I O N 800+ Houses Bui lt Manu f actu r ed ov er 800 homes depl oy ed ac r oss N V , C A, U T , OK, HI and mo r e, with 12 s t a t es app r ov ed. C A P A C I T Y 40 0 , 000 sq f t of F ac t o r ies Manu f actu r ing p r o ving g r ound f or au t oma t ed f ac t o r y p r oduction, s c aling v olume with less labor than traditional manual f ac t o r ies. C O S T 43% Cost R eduction Since 2022 Assemb l y line e f ficien c y , au t omation, and bulk pu r chasing d r i v e cos t s bel o w traditional construction, with fu r ther r eductions ah e ad. L E A D E R S H I P E x e c ut i v e T e am B O XABL is an E x change Act r epo r ting com p a n y since 2023 and is audi t ed b y CBIZ.

P aolo Ti r amani F O U NDER , CEO Ame r i c an futu r ist, deg r ees in indust r ial design and mechani c al enginee r ing, 155 p a t ent filings, and r ela t ed IP licensing t o F o r tune 500 com p anies. Galiano Ti r amani F O U NDER , CEO Se r ial ent r ep r eneur including c r yp t ocu r r en c y a r bitrage, Bi t coin A TM, and an operating c annabis f a r m p r oducing oils. K y le Denman F O U NDER , CPO A gradua t e of S t o n y B r ook with a Bachelors of Science in Mechani c al Enginee r ing (BSME). With 50 civil and au t omoti ve mechani c al p a t ent filings. Ma r tin Cos t as CFO Se r v ed as CF O , divisions at Hon e y w ell, Schlumbe r ge r, N e xans, F o r tune 50 l e ader at Sysco, 10 y e ars at PwC. Shan P alaniap p an C TO Senior VP of Enginee r ing at Sagent, C T O at Da t a R obot, plus a de c ade of e xpe r ience at Sales f o r ce. Ch r istian K i r chen D I R . M A N U F A C T U R I NG Au t omoti v e p r oduction manu f actu r ing ex ecuti v e at tier 1 OEM suppliers Bosch, T h yssenkrupp, and Au t oneum. P r esident / COO OPER A T IO NS Operations l e adership ov erseeing f ac t o r y ramp and national s c ale - up. B O A R D O F D I R E C T O R S COO

P aolo Ti r amani F OU NDER , C E O, C HAI RM A N O F T H E B O A RD Ame r i c an futu r ist, deg r ees in indust r ial design and mechani c al enginee r ing, 155 p a t ent filings, and r ela t ed IP licensing t o F o r tune 500 com p anies. Galiano Ti r amani F OU NDER , C EO Se r ial ent r ep r eneur including c r yp t ocu r r en c y a r bitrage, Bi t coin A TM, and an operating c annabis f a rm p r oducing oils. D r . Mo r r is D a vis G O V ERNMENT 2025 CEA Chief housing economist r epo r ting t o the P r esident. F ed R ese r ve B o a r d a d visor t o G r eens p an, PhD U P enn. Zvi Y emini M A N U F A C T U R I NG Se r ial indust r ialist MBA, T ech c a r e NYSE chai r man. B o a r d Member at P e r es Cen t e r . Billions in glo b al sales. T H E I N N O V A T I O N A Ho me T h a t S h ips Fla t - T hen U n f olds i n Ho u rs T raditional homes a r e most l y emp ty s p ace. B O XABL enginee r ed a f olding shell so e ach unit ships com p act l y on a single trailer - tr a v els on s t anda rd r o ads, cl e ars b r idges, and un f olds on si t e in t o a full, finished home. That one id e a - f old t he emp t y s p ace f or t r anspo r t - is what tu r ns home - building f r om a one - o f f cra f t p r oject in t o a r ep e a t able manu f actu r ing p r ocess. Assemb l y - line builds, consis t ent quali t y , p r edic t able p r icing. G et t he F ull Pi t ch Deck P R O D U C T F OL D E D & O N T HE R O AD U N FOL D E D & I N S T A LLED

T he Casi t a , T h r ee W a ys One f olding shell, th r ee ful l y - finished configurations - all tu r n k e y , all with r e al ki t chens, t all ceilings, and big wind o ws. S C A L E F r o m Casi t a t o Ci t y Block The same f olding modules combine in t o single - f ami l y homes, t o wnhomes, mu l ti - f ami l y a p a r tmen t s, ho t els, and mi x ed - use. One sys t em, ma n y shapes. S T U D I O Casi t a Studio Com p act, e f ficient, ful ly finished - an id e al ADU or s t a r t er home. 1 - B E D R O O M Casi t a 1 - Bed r oom The most popular configuration - a se p ara t e bed r oom plus a full - si z e living a r e a. 2 - B E D R O O M Casi t a 2 - Bed r oom Maximum living s p ace - t w o full bed r ooms f or f amilies or r en t al use.

L A S V E G A S , N V Co me S ee I t I n P e rson B O XAB L 's 40 0 , 000 sq f t f ac t o ry compl e x is open f or t ours by appointment. W alk the p r oduction line, see a finished Casi t a, and meet the t e am. Schedule a T our Vi e w on Map 5345 E . N . Be l t R o a d · Las V egas , N V 8 9 115 F I L I N G S S c al e r ang e - f r om 400 s q f t t o 2 0 0, 000 s q f t - f r om t h e sam e mo d ul e f ami l y. Singl e - f ami l y & r anch Mu l ti - f ami l y & mi x ed - use

All R egu la t o r y Fili ngs Fi l t er b y y e ar and f o r m t ype bel o w . Each r o w links di r ect l y t o the li v e SEC ED G AR s e a r ch f or that f o r m. E x c han g e A ct r e po r ti n g si n ce 2023 A u di t e d b y CBIZ Fili n gs i n r e a l ti me o n SEC ED G AR F ILER F ORM T YPE S EARCH A LL FILER S ˅ A LL F O R M S ˅ F OR M DESCRIPTIO N F ILE R S TA TU S A CTION 8 - K Announcement of definiti v e me r ger ag r eement with B O XABL Inc. FG M C Filed Vi e w on ED G AR S - 4 R egistration s t a t ement / joint p r o xy s t a t ement & p r ospectus f or the p r oposed business combination FG MC P ending / f o r thcoming Vi e w on ED G AR DE F 14A Definiti v e p r o xy s t a t ement f or the FGMC sha r eholder v o t e on the p r oposed transaction FG MC P ending / f o r thcoming Vi e w on ED G AR 10 - K B O XABL annual r epo rt - comp r ehensi ve y e a r l y business & B O X ABL Filed annual ly Vi e w on ED G AR

All B O XABL f ilings E v e r y B O XABL Inc. filing on SEC ED G AR - annual, qua r t e r l y , cu r r ent r epo r t s, inside r , o wnership. All FGMC f ilings E v e r y FG Me r ger II Co r p. filing on SEC ED G AR - S P A C trust, r edemptions, transaction documen t s. R E S O U R C E S F OR M DESCRIPTIO N F ILE R S TA TU S A CTION audi t ed financial s t a t emen ts 10 - Q B O XABL qua r t e r ly r epo r t - unaudi t ed financials, operations r e vi e w , MD&A B O X ABL Filed qua r t e r ly Vi e w on ED G AR 8 - K B O XABL cu r r ent r epo r t s - ma t e r ial ev en t s, co r pora te changes, p r ess - r el e ase e xhibi ts B O X AB L A s f iled Vi e w on ED G AR 3 / 4 / 5 Insider transactions - initial holdings, changes in beneficial o wnership, annual s t a t emen ts B O X ABL & FG MC A s f iled by insiders Vi e w on ED G AR S C 1 3 D / 1 3G Beneficial o wnership r epo r t s f or holders of mo r e than 5% of ou t s t anding sha r es B O X ABL & FG MC A s f iled by holders Vi e w on ED G AR

I n v e s t or R e so u r c es Co r po r a t e P r o f ile Com p a n y ov e r vi ew F AQ Common questions SEC Filings R egula t o r y documen ts P r ess R el e ases La t est n e ws Q U E S T I O N S F r e q uen t l y A s k ed Whe r e c an I see m y sha r es n o w and whe r e will I see t hem a f t er t he me r ger is comple t ed? B O XABL sha r es a r e held at Continen t al S t ock T rans f er & T rust Com p a n y ("Continen t al"). Check y our inb o x f or a w elcome email with login instructions (s e a r ch y our s p am and trash f olders t o o ). Ca n ' t find it? Con t act Continen t al di r ect l y b y email at B O XAB L @continen t als t ock.co m or b y phone at 800 - 529 - 316 3 . B O XABL sha r es will continue t o be held at Continen t al until y ou a r e eligible and choose t o trans f er them t o a ma r k et b r o k erage fi r m.

H o w do I con t act Continen t al? Continen t al S t ock T rans f er & T rust Com p a n y c an be r e ached b y email at B O XAB L @continen t als t ock.com or b y phone at 800 - 529 - 316 3 . What happens t o m y sha r es when t he me r ger is comple t ed and B O XABL goes public? Each B O XABL sha r e will co n v e r t in t o sha r es of FG Me r ger II Co r p. ("FGMC") acco r ding t o the t e r ms set f o r th in the P r ospectus. A f t er the me r ge r , y ou will o wn sha r es in the public l y traded com p a n y. See link t o the P r ospectus he r e . H o w do I t r ans f er m y sha r es t o a ma r k et b r o k e r age f i r m? A f t er the closing, sha r es will continue t o be held elect r oni c al l y b y our trans f er agent, Continen t al S t ock T rans f er and T rust Com p a n y . Once sha r es of P r e f e r r ed S t ock co n v e r t t o Class A Common S t ock, as desc r ibed in the combined com p a n y Amended & R es t a t ed Ce r tifi c a t e of F o r mation, e ach i n v es t or should w o r k with their r especti v e b r o k erage t o trans f er them. Continen t al ' s p r ocess f or trans f e r r ing sha r es t o a public ma r k et b r o k erage fi r m (when the time comes) is as f oll o ws: In o r der t o trans f er y our sha r es t o a b r o k erage account, the b r o k erage fi r m m a y submit a DRS r equest to trans f er the sha r es elect r oni c al l y . T rans f er f o r ms a r e not r equi r ed f or a DRS trans f er t o be p r ocessed. W e also do not h a v e the abili t y t o initia t e the DRS trans f e r . This must be done b y the b r o k erage fi r m. Pl e ase no t e Continen t al does not accept A C A T trans f er r eques t s. When the b r o k erage fi r m submi t s the r equest, the sys t em will ask f or the name of the sha r eholde r, account numbe r , and t ax id number which must be identi c al t o the in f o r mation w e h a v e on file. The name of the sha r eholder must be en t e r ed e xact l y as it app e ars on our r eco r ds. This c an be lo c a t ed on the sha r eholder account s t a t ement. The add r ess should not be included when the r equest is en t e r ed. The b r o k erage fi r m must en t er 10 digi t s in the account number field. T o satisfy this r equi r ement, z e r os should be placed be f o r e the account number until the r e a r e 10 t o t al digi t s en t e r ed in t o their sys t em. Our D T C number is 7 808 . Once the DRS trans f er is initia t ed b y the b r o k erage fi r m, pl e ase all o w up t o th r ee business d a ys f or the r equest t o be p r ocessed. Continen t al does not h a v e the abili t y t o e xpedi t e a DRS trans f e r.

Whe r e/h o w c an I i n v est ( or i n v est mo r e ) in B O XABL or FGMC n o w/p r ior t o t he me r ger? Until the transaction is comple t ed, B O XABL is not lis t ed on a n y s t ock ex change, and B O XABL is not cu r r ent l y o f f e r ing sha r es f or di r ect i n v estment b y the general public. If in t e r es t ed in pu r chasing sha r es of FGMC, the public is able t o do so th r ough the Nasdaq s t ock ex change until the me r ger occurs. When c an I sell/t r ans f er m y sha r es? Sha r es of the combined com p a n y ' s Class A Common S t ock will be f r ee l y trading once the sha r es a re lis t ed. The P r e f e r r ed S t ock will not initial l y co n v e r t t o Class A Common S t ock, be lis t ed or traded. The plan is that app r o xima t e l y 14 months f oll o wing the Closing of the Me r ge r , 20% of the sha r es of P r e f e r r ed S t ock, in the agg r ega t e, will au t omati c al l y , without a n y fu r ther action b y B O XABL or a n y s t ockholde r, co n v e r t in t o Class A Common S t ock on a one f or one b asis. A f t er that, an additional 20% of the o r iginal sha r es of P r e f e r r ed S t ock will au t omati c al l y co n v e r t e ach subsequent month on a one - f o r - one b asis until all of the P r e f e r r ed S t ock has been co n v e r t ed in t o Class A Common S t ock. Once co n v e r t ed, the Class A Common S t ock will be f r ee l y tradable. When is t he special meeting f or B O XABL sha r eholders scheduled? The p r oposed business combination will be submit t ed t o B O XABL sha r eholders f or app r o v al at a special meeting scheduled t o be held vi r tual l y f or June 9 , 202 6 , 11:00 am P S T . Will a n y one be able t o a t t end t he meeting or on l y v oting sha r eholders? The meeting will be open t o both sha r eholders and other in t e r es t ed p a r ties. H o w do I kn o w if I get t o v o t e on t he me r ger? Owners of B O XABL Common S t ock a r e eligible t o v o t e and will be notified b y Continen t al S t ock T rans f er & T rust, who will send y ou election ma t e r ial b y the method that y ou chose with them. I h a v e a question t hat has n ' t been ans w e r ed he r e , h o w do I con t act I n v es t or R elations? The best w a y t o r e ach the B O XABL I n v es t or R elations t e am is t o email I n v est@B O XABL.co m (pl e ase all o w 48 - 72 hrs f or a r ep l y). Y ou c an also c all us at ( 7 02) 500 - 900 0 , option # 3.

D I S C L O S U R E S I m po r t a nt I n v e s t or Disclos u r es R equi r ed disclosu r es f or the p r oposed business combination be t w een B O XABL Inc. and FG Me r ger II Co r p. (FGMC). Sc r oll the b o x bel o w t o r e ad in full. A dd i t i on a l I n f o r m a t io n Ab ou t t h e P r o p os ed T r a nsac t ion an d W h e r e t o F in d It Additional in f o r mation about the transaction, including a co p y of the me r ger ag r eement has been filed b y FGMC in a Cu r r ent R epo r t on F o r m 8 - K with the U .S. Secu r ities and E x change Commission (the "SEC"). The p r oposed transaction will be submit t ed t o sha r eholders of FGMC f or their consideration. FGMC filed a r egistration s t a t ement on F o r m S - 4 (the " R egistration S t a t ement") with the SEC, which includes p r elimina r y and definiti v e p r o xy s t a t emen t s t o be dist r ibu t ed t o FGMC ' s sha r eholders in connection with FGMC ' s solici t ation of p r o xies f or the v o t e b y FGMC ' s sha r eholders in connection with the p r oposed transaction and other mat t ers t o be desc r ibed in the R egistration S t a t ement, as w ell as the p r ospectus r elating t o the o f f er of the secu r ities t o be issued t o B O XAB L ' s sha r eholders in connection with the completion of the p r oposed transaction. A f t er the R egistration S t a t ement has been filed and decla r ed e f f ecti v e, a definiti v e p r o xy s t a t ement/p r ospectus and other r el e v ant documen t s will be mailed t o B O XABL s t ockholders and FGMC sha r eholders as of the r eco r d da te es t ablished f or v oting on the p r oposed transaction. Be f o r e making a n y v oting or i n v estment decision, FGMC and B O XABL sha r eholders and other in t e r es t ed persons a r e a d vised t o r e ad, once a v ailable, the p r elimina r y p r o xy s t a t ement/p r ospectus and a n y amendmen t s the r e t o and, once a v ailable, the definiti v e p r o xy s t a t ement/p r ospectus, as w ell as other documen t s filed with the SEC b y FGMC in connection with the p r oposed transaction, as these documen t s will con t ain impo r t ant in f o r mation about FGMC, B O XABL and the p r oposed transaction. Sha r eholders m a y ob t ain a co p y of the p r elimina r y or definiti v e p r o xy s t a t ement/p r ospectus, once a v ailable, as w ell as other documen t s filed b y FGMC with the SEC, without cha r ge, at the SEC ' s w ebsi t e lo c a t ed at ww w .sec.g o v or b y di r ecting a w r it t en r equest t o FG Me r ger II Co r p., 104 S. W alnut St r eet, Unit 1A, I t as c a, IL 6014 3 , or t o B O XABL Inc., 5345 E. N. Be l t R o ad, Las V egas, NV 8911 5.

F o r w a r d - L oo k in g S t a t e m e n ts This communi c ation includes " f o r wa r d - looking s t a t emen t s" within the m e aning of the f ederal secu r ities laws. F o r wa r d - looking s t a t emen t s m a y be identified b y the use of w o r ds such as "plan ," "p r oject , " "will , " " estima t e , " "in t end , " " e xpect , " "beli ev e , " " t a r get , " " continue , " " could , " "m a y , " "might ," "possible , " "po t ential , " "p r edict" or similar e xp r essions that p r edict or indi c a t e futu r e ev en t s or t r ends or that a r e not s t a t emen t s of his t o r i c al mat t ers. These f o r wa r d - looking s t a t emen t s a r e b ased on B O XAB L ' s cu r r ent e xpec t ations and assumptions about futu r e ev en t s, and include s t a t emen ts r ega r ding the p r oposed business combination be t w een B O XABL and FGMC and the e xpec t ed benefi t s of the transaction; B O XAB L ' s ma r k et oppo r tuni t y and the po t ential g r o wth of that ma r k et; e xpec t ed cus t omer adoption; e xpec t ed comme r cialization cos t s; the d ev elopment of r egula t o ry app r o v als; and B O XAB L ' s stra t eg y , futu r e plans, and p r ospecti v e financial r esu l t s. These s t a t emen t s a r e p r o vided f or illustrati v e pu r poses on l y and a r e not in t ended t o se r v e as, and must not be r elied on as, a guaran t ee, an assurance, a p r ediction or a definiti v e s t a t ement of f act or p r o b abili t y . Actual ev en t s and ci r cums t ances a r e di f ficu l t or impossible t o p r edict and m a y di f f er ma t e r ial l y f r om these f o r wa r d - looking s t a t emen t s. Ma n y f ac t ors could c ause actual futu r e ev en t s to di f f er ma t e r ial l y , including, without limi t ation: B O XAB L ' s eme r ging t echnology and the competiti ve lands c ape of the housing indust r y; B O XAB L ' s his t o r y of losses; the need f or additional r egula t o ry app r o v als; r isks r ela t ed t o the S P A C structu r e, including po t ential r edemptions b y FGMC sha r eholders that m a y r educe c api t al a v ailable t o the combined com p a n y f oll o wing completion of the transaction; and the possibili t y that the p r oposed business combination is not comple t ed in a time l y manner or at all. F o r wa r d - looking s t a t emen t s sp e ak on l y as of the da t e th e y a r e made. R ecipien t s a r e c autioned not t o put undue r eliance on f o r wa r d - looking s t a t emen t s, and B O XABL and FGMC assume no obligation and do not in t end t o upda t e or r e vise these f o r wa r d - looking s t a t emen t s, whether as a r esu l t of n e w in f o r mation, futu r e ev en t s, or othe r wise, ex cept as r equi r ed b y la w. P a r t i ci p an t s i n t h e Solic i t a t i on B O XABL and FGMC and their r especti v e di r ec t ors and ex ecuti v e o f ficers m a y be deemed under SEC rules t o be p a r tici p an t s in the solici t ation of p r o xies of FGMC ' s sha r eholders in connection with the p r oposed transaction. In f o r mation r ega r ding the persons who m a y , under SEC rules, be deemed p a r tici p an t s in the solici t ation, and in f o r mation about their in t e r es t s, b y secu r i t y holdings or othe r wise, will be set f o r th in the p r o xy s t a t ement/p r ospectus when it is filed with the SEC. Additional in f o r mation about FGMC ' s di r ec t ors and ex ecuti v e o f ficers and their o wnership of FGMC secu r ities is, or will be, con t ained in FGMC ' s filings with the SEC, including i t s pe r iodic r epo r t s. N o O f f er o r S olici t a t ion This communi c ation does not constitu t e an o f f er t o sell or the solici t ation of an o f f er t o buy a ny secu r ities, or a solici t ation of a n y v o t e or app r o v al, nor shall the r e be a n y sale of secu r ities in a ny ju r isdiction in which such o f f e r , solici t ation, or sale w ould be unlawful p r ior t o r egistration or qualifi c ation under the secu r ities laws of a n y such ju r isdiction. No o f f e r ing of secu r ities shall be made

ex cept b y m e ans of a p r ospectus meeting the r equi r emen t s of Section 10 of the Secu r ities Act of 193 3 , as amended, or an ex emption the r ef r om. F ull co r pora t e disclosu r es: b o xabl.com/disclosu r e · SEC filings on ED G AR: sec.g ov This p age is f or in f o r mational pu r poses on l y and does not constitu t e an o f f er t o sell or a solici t ation of an o f f er t o buy a n y secu r ities. A n y such o f f e r ing will be made on l y in acco r dance with the Secu r ities Act of 193 3 , as amended. I n v es t ors should r e vi e w all r el e v ant SEC filings and consu l t with their financial a d visors be f o r e making a n y i n v estment decisions. F o r wa r d - looking s t a t emen t s i n v o l ve r isks and unce r t ainties. Visit b o xabl.com/disclosu r e f or full disclosu r es. B O X A B L Home Casi t a P r ojec t s I n v es t or Hub Disclosu r es © 2026 B O XABL Inc. All r igh t s r ese r v ed.

FAQ's

Where can I see my shares now and where will I see them after the merger is completed?

BOXABL shares are held at Continental Stock Transfer & Trust Company ("Continental"). Check your inbox for a welcome email with login instructions (search your spam and trash folders too). Can't find it? Contact Continental directly by email at [email protected] or by phone at 800-529-3163.

BOXABL shares will continue to be held at Continental until you are eligible and choose to transfer them to a market brokerage firm.

How do I contact Continental?

Continental Stock Transfer & Trust Company can be reached by email at [email protected] or by phone at 800-529-3163.

What happens to my shares when the merger is completed and BOXABL goes public? 

Each BOXABL share will convert into shares of FG Merger II Corp. ("FGMC") according to the terms set forth in the Prospectus. After the merger, you will own shares in the publicly traded company. 

See link to the Prospectus here.

How many shares of BXBL will I have? What is the final exchange ratio?

Your exact BXBL share count will be set at closing using the exchange ratio and final share numbers. You'll receive a post closing notice with your final number.

What are the next steps?

The proposed business combination will be submitted to FGMC and BOXABL shareholders for approval at special meetings scheduled for June 9, 2026, and is expected to close shortly thereafter, subject to the satisfaction of customary closing conditions.

When is the special meeting for BOXABL shareholders scheduled?

The proposed business combination will be submitted to BOXABL shareholders for approval at a special meeting scheduled to be held virtually on June 9, 2026, 11:00 am PDT.

Will anyone be able to attend the meeting or only voting shareholders?

The meeting will be open to both shareholders and other interested parties.

How do I know if I get to vote on the merger?

Owners of BOXABL Common Stock are eligible to vote and will be notified by Continental Stock Transfer & Trust who will send you election material by the method that you chose with them.

When is the expected first day of trading BXBL?

The special meeting of BOXABL shareholders is scheduled for June 9, 2026. If the merger is

approved by shareholders and all other customary closing conditions are satisfied, the

merger is expected to close and shares of BXBL are expected to begin trading on Nasdaq

shortly thereafter.

When can I sell/transfer my shares?

Shares of the combined company's Class A Common Stock will be freely trading once the shares are listed. The Preferred Stock will not initially convert to Class A Common Stock, be listed or traded. The plan is that approximately 14 months following the Closing of the Merger, 20% of the shares of Preferred Stock, in the aggregate, will automatically, without any further action by BOXABL or any stockholder, convert into Class A Common Stock on a one for one basis. After that, an additional 20% of the original shares of Preferred Stock will automatically convert each subsequent month on a one-for-one basis until all of the Preferred Stock has been converted into Class A Common Stock. Once converted, the Class A Common Stock will be freely tradable. 

What is the rationale behind making early investors wait so long to be able to sell/transfer their shares?

The structured timing around when shares can be sold or transferred is designed to support the company's long-term success by maintaining a stable shareholder base and avoiding premature market pressure on the stock.

By measuring the release of shares, the company hopes to reduce volatility, align investor participation with key growth milestones, and protect overall valuation as the business scales. This approach is intended to help ensure that early investors-who have been strong supporters of the mission-benefit from sustained value creation rather than short-term fluctuations.

What will the share price be when BOXABL goes public? 

The share price of the post-close combined company at the time BOXABL goes public will be determined by the market.

How do I transfer my shares to a market brokerage firm?

After the closing, shares will continue to be held electronically by our transfer agent, Continental Stock Transfer and Trust Company. Once shares of Preferred Stock convert to Class A Common Stock, as described in the combined company Amended & Restated Certificate of Incorporation, each investor should work with their respective brokerage to transfer them.

Continental's process for transferring shares to a public market brokerage firm (when the time comes) is as follows:

In order to transfer your shares to a brokerage account, the brokerage firm may submit a DRS request to transfer the shares electronically. Transfer forms are not required for a DRS transfer to be processed. We also do not have the ability to initiate the DRS transfer. This must be done by the brokerage firm. Please note Continental does not accept ACAT transfer requests.

When the brokerage firm submits the request, the system will ask for the name of the shareholder, account number, and tax id number which must be identical to the information we have on file. The name of the shareholder must be entered exactly as it appears on our records. This can be located on the shareholder account statement. The address should not be included when the request is entered.

The brokerage firm must enter 10 digits in the account number field. To satisfy this requirement, zeros should be placed before the account number until there are 10 total digits entered into their system.

Continental's DTC number is 7808.

Once the DRS transfer is initiated by the brokerage firm, please allow up to three business days for the request to be processed. Continental does not have the ability to expedite a DRS transfer.

I don't have a market brokerage firm yet, who do you recommend?

We are unable to advise you on choosing a market brokerage firm but suggest that if you don't have one to do a search for ones that are best for first-time investors and that are the easiest to work with when transferring shares from Continental.

Do I have to transfer my shares out of Continental?

No, you do not have to transfer your shares even when you are eligible to do so. Shares can remain in your account at Continental for as long as you like. When you are ready to sell/trade them on the stock market, they will need to be transferred to a regular market brokerage firm to do so.

Where/how can I invest (or invest more) in BOXABL or FGMC now/prior to the merger?

Until the transaction is completed, BOXABL is not listed on any stock exchange, and BOXABL is not currently offering shares for direct investment by the general public. If interested in purchasing shares of FGMC, the public is able to do so through the Nasdaq stock exchange until the merger occurs.  

Where/how can I purchase shares of FGMC now/prior to the merger?

FG Merger II Corp. ("FGMC") is currently a publicly traded company, and its Common Stock is available for purchase on the Nasdaq Stock Market LLC where it is listed under symbol "FGMC", subject to market availability and your brokerage's terms. When the merger is completed, the combined company will be renamed BOXABL Inc and will trade under the ticker BXBL. 

Where can I see future updates?

Updates are posted on BOXABL's EDGAR page, website, and social channels. Please see a link to BOXABL's EDGAR page here (https://www.sec.gov/edgar/browse/?CIK=1816937). As an Exchange Act reporting company, BOXABL cannot share forward-looking statements or non-public information.

I have a question that hasn't been answered here, how do I contact Investor Relations?

The best way to reach the BOXABL Investor Relations team is to email [email protected] (please allow 48-72 hrs for a reply). You can also call us at (702) 500-9000, option #3.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

About BOXABL: BOXABL is transforming the housing market with its modular building systems designed to deliver affordable, high-quality homes at unprecedented speed. Founded in 2017, BOXABL's innovative approach has attracted worldwide attention as it aims to solve housing challenges for individuals and communities alike. BOXABL'S flagship product, the Casita, is a 361 square foot studio unit with a full kitchen, bathroom, and utilities. The Casita unfolds on-site in less than an hour and is manufactured inside BOXABL's facilities. BOXABL also has announced the Baby Box, a smaller 120 square foot unit built to RV code, intended for simpler, no foundation-setups. BOXABL is also developing stackable and connectable box models that can be combined to form townhomes, multifamily units, or larger single-family homes.

About FG Merger II Corp.

FG Merger II Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

https://fgmerger.com/

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 stockholders 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.gov or 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.

Forward-Looking Statements

This communication includes "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as "plan," "project," "will," "estimate," "intend," "expect," "believe," "target," "continue," "could," "may," "might," "possible," "potential," "predict" or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward-looking statements on current expectations and projections about future events. These statements include: projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding the value of autonomous driving solutions; projections of development and commercialization costs and timelines; expectations regarding BOXABL's ability to execute its business model and the expected financial benefits of such model; expectations regarding BOXABL's ability to attract, retain, and expand its customer base; BOXABL's deployment of Casita; BOXABL's expectations concerning relationships with strategic partners, suppliers, governments, regulatory bodies and other third parties; future ventures or investments in companies, products, services, or technologies; development of favorable regulations and government incentives affecting BOXABL's markets; the potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for BOXABL to increase in value.

These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of BOXABL and FGMC.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that BOXABL is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; BOXABL's historical net losses and limited operating history; BOXABL's expectations regarding future financial performance, capital requirements and unit economics; BOXABL's use and reporting of business and operational metrics; BOXABL's competitive landscape; BOXABL's dependence on members of its senior management and its ability to attract and retain qualified personnel; the capital requirements of BOXABL's business plans and the potential need for additional future financing; BOXABL's ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; BOXABL's reliance on strategic partners and other third parties; BOXABL's ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company's ability to maintain internal control over financial reporting and operate a public company; the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of FGMC could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change, or other circumstance that could give rise to the termination of the merger agreement; the outcome of any legal proceedings or government investigations that may be commenced against BOXABL or FGMC; failure to realize the anticipated benefits of the proposed transaction; the ability of FGMC or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described in FGMC's filings with the SEC. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by BOXABL, FGMC or the combined company resulting from the proposed transaction with the SEC, including under the heading "Risk Factors." If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of BOXABL's and FGMC's management as of the date of this communication; subsequent events and developments may cause their assessments to change. While BOXABL and FGMC may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon these statements.

In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

An investment in FGMC is not an investment in any of our founders' or sponsors' past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of FGMC, which may differ materially from the performance of our founders' or sponsors' past investments.

Participants in the Solicitation

FGMC, BOXABL and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from FGMC's shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of FGMC's and BOXABL's shareholders in connection with the proposed transaction will be set forth in proxy statement/prospectus when it is filed by FGMC and BOXABL with the SEC. You can find more information about FGMC's directors and executive officers in FGMC's final prospectus related to its initial public offering filed with the SEC on January 29, 2025 and in periodic reports filed by FGMC with the SEC. You can find more information about BOXABL's directors and executive officers in its Annual Report on Form 10-K, filed with the SEC on March 27, 2026. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.