FGMC SEC filings, in plain English
Everything FG Merger II Corp. has filed with the SEC that we hold — 40 filings, newest first, 6 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: The filing reports that BOXABL Inc. entered into a Product Purchase Agreement with LC Vegas Acquisitions, LLC on August 25, 2026, for the potential purchase of up to 1,580 'BOXABL ranch homes' over three years, with an aggregate potential value of approximately $233 million. The agreement requires purchases in batches of 50 units and includes a $100,000 payment by the Buyer for engineering and design work. An amendment to the agreement provides stock incentives: BOXABL will issue Class A Common Stock valued at $1 million, $2 million, or $3 million based on deposit amounts between $10–$19.9 million, $20–$29.9 million, and $30 million or greater, respectively. The SPAC FG Merger II Corp is CLOSED; therefore, there are no redemption deadlines, trust values, extensions, or sponsor conduct issues reported. Why it matters: This document discloses a significant commercial contract with a potential revenue impact of $233 million, though it is non-binding as the Buyer may terminate at any time. It also introduces equity dilution risks through the issuance of shares tied to customer deposits, which affects shareholder value and ownership percentages. Since the SPAC status is CLOSED, this represents the primary material activity for the entity formerly associated with the SPAC structure.
What changed: FG Merger II Corp. (FGMC) consummated its business combination with BOXABL Inc. on July 17, 2026, renaming the entity to BOXABL Inc. and listing Class A Common Stock under ticker 'BXBL' on Nasdaq on July 20, 2026. The transaction involved the redemption of 3,466,086 FGMC shares for $36,048,176 and the issuance of 246,524,760 common shares and 103,475,240 preferred shares to BOXABL stockholders as merger consideration valued at $3,500,000,000. Additionally, the filing details a Forward Purchase Agreement where $31,078,060 was funded from the Trust Account to Camac Fund, LP and FG Capital Partners, LLC, followed by early termination payments totaling $1,652,170. Why it matters: This filing confirms the successful completion of the SPAC merger, establishing the new public company's capital structure, ownership concentration (with Tiramani entities holding ~96% voting power), and post-cash liquidity derived from the trust account after redemptions and forward purchase settlements.
What changed vs 2026-05-14trust $82.9M → $83.2M +0%going concern APPEAREDtrust account, going-concern doubt, combination deadline +32 moved · 4 with no prior record of ours
- Trust account
- $82.9M$83.2M
- Going-concern doubt
- not statedstated
- Combination deadline
- 2026-07-31 · unchanged
- Sponsor loans outstanding
- $125Knot matched in this filing
- Mandate language
- the Company intends to focus on businesses in the financial …not matched in this filing
- Redeemable shares
- 8.00M · unchanged
SpacBrain reads this as $342,922 was added to the trust between the two filings.
The clause …“52,620 97,547 Total current assets 139,507 584,447 Cash and investments held in trust account 83,202,034 82,136,888 TOTAL ASSETS $ 83,341,541 $ 82,721,335 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“six months ended June 30, 2026, filed as Exhibit 99.1 hereto, disclose that substantial doubt existed about Legacy BOXABL’s ability to continue as a going concern twelve months after the financial statements are available to be”…
The clause …“March 31, 2026; on April 6, 2026 to further extend the Agreement End Date to July 31, 2026 and to revise certain lock-up and securities-definition terms and on May 6, 2026 to revise the forms of Company and Sponsor Lock-Up Agreements.”…
The clause …“100,000,000 shares authorized; 2,295,800 issued and outstanding (excluding 8,000,000 shares subject to possible redemption) $ 259 $ 259 Retained earnings (accumulated deficit) ( 14,234,098 ) 389,270 Total Stockholders’ Equity”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: BOXABL Inc. (post-de-SPAC entity from FG Merger II Corp.) disclosed it missed the filing deadline for its Q2 2026 10-Q due to complexities in valuing its OTC Equity Prepaid Forward Transaction (FPA), which requires significant judgment around volatility and other inputs. Why it matters: A delayed 10-Q for a recently de-SPAC'd company signals financial reporting risk and may indicate the FPA valuation is contentious or unresolved, which could affect reported earnings and investor confidence in the combined entity.
What changed: 8-K of the FGMC / BOXABL combined company. Item 2.01 (completion of acquisition): the Business Combination was approved by FGMC's and BOXABL's stockholders and closed. The Combined Company issued or reserved for issuance 246,524,760 shares of common stock and 103,475,240 shares of Merger Preferred Stock to former BOXABL stockholders. In connection with the vote 3,466,086 FGMC common shares were redeemed for an aggregate $36,048,176. Item 1.02 records termination of the trust agreement and of the Administrative Services Agreement, which paid the Sponsor $15,000 per month. Why it matters: As of closing the Combined Company had approximately 241,493,343 common shares outstanding, 9,409,633 Class A and 232,083,710 Class B, plus 103,475,240 Merger Preferred and 1,000,000 warrants exercisable at $15.00 per share. Lock-ups on the Sponsor and certain former BOXABL holders release 50% at the earlier of 12 months or a $12.00 close on 20 of any 30 trading days, the rest at 12 months, and expire entirely if the stock trades at or above $20.00 at any time including intraday.
What changed: Rule 425 communication filed by FG Merger II Corp. carrying a Boxabl Inc. press release of June 11, 2026 introducing Rego-Brix, a concept for modular radiation-shielding building blocks that would convert lunar regolith into habitat shielding. The filing restates the August 4, 2025 Agreement and Plan of Merger among Boxabl, FG Merger II Corp. and FG Merger Sub II Inc., a two-step transaction in which Merger Sub merges into Boxabl and Boxabl then merges into FGMC, with FGMC continuing as the surviving public company and changing its name to BOXABL Inc. Why it matters: The announcement is a concept, not a product, contract or order: the release describes Rego-Brix as a proposed system and names no customer, revenue or timeline, so it supports no change to the target's financial outlook. For an FGMC holder its value is confirming the deal structure, a two-step merger under the August 4, 2025 agreement leaving FGMC as the surviving public company renamed BOXABL Inc. No consideration, minimum cash condition, outside date or trust figure appears in this communication.
What changed: FG Merger II Corp. supplemented its May 12, 2026 definitive proxy statement/prospectus for the Special Meeting of Stockholders to be held June 9, 2026 at 10:00 A.M. Eastern time in virtual format, with a record date of May 1, 2026. The stated purpose is narrow: to furnish an updated proxy card conforming to the text of the proxy statement/prospectus. The card appoints Larry G. Swets, Jr. and Hassan R. Baqar as proxies and lists the business combination, conversion and governance proposals. Why it matters: The replacement card contradicts itself on the default vote: the instruction block says an undirected proxy will be voted FOR Proposals 1, 2, 3, 4, 5, 6 AND 7, while the white card below it says FOR Proposals 1 through 6. The earlier supplement of the same card, accession 0001104659-26-060526, said 1 through 6 in BOTH places — so this filing, whose sole purpose was to make the card conform, is what introduced the conflict. Proposal 3A would authorise the combined company to issue 1,310,000,000 shares against FGMC's current 104,000,000.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.