FGMC is currently involved in a proposed merger with Boxabl (BXBL). If the merger is successfully completed, holders of FGMC shares are expected to become holders of BXBL shares. In typical SPAC (Special Purpose Acquisition Company) transactions, the funds raised by the SPAC are held in a trust account. These funds are generally released to the target company, in this case, Boxabl, if shareholders of the SPAC (FGMC) choose to retain their shares through the merger completion date. If all FGMC shareholders retain their shares through the merger, the full $80 million held in trust would be transferred to Boxabl. This transfer of funds could provide significant capital to Boxabl for its business operations and growth initiatives. Additionally, a high retention rate of shares through the merger may be interpreted by some as an indication of positive market sentiment toward the combined company.

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FG Merger II Corp. (“FGMC”) is currently a publicly traded SPAC (Special Purpose Acquisition 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. However, purchasing FGMC shares before the completion of the merger is not the same as directly investing in BOXABL. If the merger is completed, FGMC shares will convert into shares of the combined company, which will include BOXABL’s business.

A SPAC (Special Purpose Acquisition Company) is a publicly traded shell company created to raise money through an IPO for the purpose of acquiring a private company, which then becomes publicly traded through the merger.

BOXABL has signed a definitive merger agreement with FG Merger II Corp. The transaction is expected to close by March 31, 2026, pending regulatory and shareholder approvals.

At this time, BOXABL it is not listed on any exchange, and BOXABL is not currently offering shares for direct investment by the general public. We recently signed the Merger Agreement with FGMC, which is an important step toward becoming a publicly traded company. However, until the transaction is completed, if at all, and BOXABL is listed on a public stock exchange, BOXABL shares are not available for public purchase. If interested in purchasing shares of FGMC, the public is able to do so through the Nasdaq stock exchange until the merger occurs. For more information about the merger, please refer to our recent press release regarding the Merger Agreement.

●  Now that the Merger Agreement is signed, the next major step is for BOXABL and FGMC is to file a registration statement on Form S-4 with the Securities and Exchange Commission (SEC). This document provides detailed information about the proposed merger and must be reviewed and declared effective by the SEC before the transaction can proceed.

●  Once the S-4 is filed, the SEC will review the filing and may provide comments or request additional information. The company will need to address any SEC comments and update the filing as necessary. After the SEC declares the S-4 effective, the merger proposal will typically be submitted to the shareholders for approval.

●  In addition to SEC approval and shareholder votes, the company must also ensure it meets all the listing requirements of the stock exchange where it intends to be publicly traded. This may include requirements related to financial condition, corporate governance, and minimum share price, among others.

●  Once all regulatory approvals are obtained, shareholder approvals are secured, and listing requirements are met, the merger can be completed.

The share price of the post-close combined company at the time BOXABL goes public will be determined by the market. For SPAC transactions, the initial price is often set at $10 per share, but the actual trading price upon closing of the merger can, and likely will, fluctuate based on market demand, investor sentiment, and other factors. It is not possible to predict the exact share price at the time of the public listing.

If you are a current BOXABL shareholder, your shares will be converted into shares of the new public company, according to the terms set forth in the merger agreement. The specific conversion ratio and other details will be provided in the materials distributed to shareholders prior to the closing of the transaction. After the merger, you will own shares in the publicly traded company.

If you are a current BOXABL shareholder and wish to transfer your shares, you should follow the procedures outlined in BOXABL’s shareholder agreements and any applicable securities laws. After the merger, shares of the public company will typically be held in electronic form through a brokerage account, making transfers easier. Transfers may be subject to certain restrictions and require approval from BOXABL.

If the merger does not close, BOXABL will remain a registered company but not listed, and FG Merger II Corp. will continue to operate as a publicly traded SPAC, and continue its search for a suitable merger candidate. Also, your current shares in BOXABL will remain unchanged, and there will be no conversion into public company shares. Both companies may consider other strategic alternatives in the future.

BOXABL chose to pursue a merger with a SPAC because we believe it to be a way to become a publicly traded company and gain access the public capital markets more quickly, more efficiently and to better raise capital to support our growth than a traditional initial public offering (“IPO”). A SPAC transaction can provide greater certainty and speed compared to a traditional IPO, and allow us to partner with experienced investors who can add value to our business.

The deal values BOXABL at approximately $3.5 billion, with 350 million shares to be issued at $10 per share.

Upon completion of the merger, BOXABL will trade on Nasdaq under the symbol BXBL.

No, the transaction includes no minimum cash condition, allowing it to proceed regardless of redemptions.

Early investors may be subject to a lock-up period, which restricts the sale of shares for a defined time post-merger. Specific terms will be disclosed in the proxy statement or investor materials.

If you invested $1,000 in FG Merger II Corp., your investment will convert based on the number of shares held, not the dollar amount. For example, if you held 100 shares at $10 each, you would receive 100 shares of BXBL post-merger.

BOXABL adopted a Bitcoin treasury strategy to strengthen its financial position through:

●  Hedge Against Inflation and Currency Devaluation – Protecting capital from declining purchasing power.

●  Portfolio Diversification – Reducing reliance on traditional assets.

●  Capital Appreciation – Leveraging Bitcoin’s long-term growth potential.

●  Liquidity and Flexibility – Maintaining access to a globally liquid asset.

●  Counterparty Risk Reduction – Minimizing exposure to centralized financial institutions.

●  Capital Formation and Financial Innovation – Aligning with emerging financial technologies.

●  Resilience Against Economic Shocks – Enhancing stability during market disruptions.

The company aims to expand manufacturing capacity, accelerate product development, and scale its modular housing solutions nationwide.

The merger agreement between BOXABL and FG Merger II Corp. has been signed, but the transaction has not officially closed. It is subject to regulatory approvals, shareholder votes, and other closing conditions.

BOXABL is expected to begin trading on Nasdaq under the ticker symbol BXBL upon completion of the merger, which is anticipated by the end of 2025.

The $3.5 billion valuation is based on the issuance of 350 million shares at $10 per share.

The $10/share price is the agreed-upon valuation for the transaction. Market conditions and investor sentiment at launch may affect the actual trading price.

Yes, BOXABL’s co-founders Paolo and Galiano Tiramani will continue to lead the company as Co-CEOs after the merger.

Trading on Nasdaq is expected to begin once the merger is finalized, which is targeted for completion by the end of 2025.

The transaction is subject to SEC review and other regulatory approvals. Boxabl was previously investigated by the SEC, which concluded in July 2024 with no enforcement action.

Early crowdfunding investors are expected to roll over their equity into the public company. Specific terms will be outlined in the proxy statement.

Yes, once BOXABL begins trading on Nasdaq, investors will have access to public market liquidity. However, lock-up periods may apply to certain shareholders.

If you are a current BOXABL shareholder and wish to transfer your shares, you should follow the procedures outlined in BOXABL’s shareholder agreements and any applicable securities laws. After the merger, shares of the public company will typically be held in electronic form through a brokerage account, making transfers easier. Transfers may be subject to certain restrictions and require approval from BOXABL.

No, the transaction includes no minimum cash condition, allowing it to proceed regardless of redemptions or capital raised.

FGMC shareholders as of the record date can vote at the shareholder meeting. Voting instructions will be included in the proxy materials.