BXBL 10-K & 10-Q changes, risk factors and insider trading

As of December 31,2024,31, 2025, the Company had not yet commenced any operations. All activity through December 31, 20242025 relates to the Company’s formation and the proposed initial public offering (“Proposed OfferingIPO”), which is described below.below, and search of a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income from the proceeds derived from the Proposed Offering.IPO. The Company has selected December 31 as its fiscal year end.

The Company intends to list theOur Units are listed on the National Association of Securities Dealers Automated Quotations (“Nasdaq”). The Company’sOur management has broad discretion with respect to the specific application of the net proceeds of the Proposed OfferingIPO and sale of the $15 Private Warrants, and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on interest earned on the trustTrust accountAccount). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

UponFollowing the closing of the ProposedIPO, Offering,and managementamount hasof agreed$80,800,000 that $10.00($10.10 per Unit) soldfrom the net proceed of the sale of the Units in the ProposedIPO Offeringand plusthe additional $0.10 per Unit, a totalsale of $10.10Private perPlacement UnitSecurities willwere be heldplaced in a trust account (“Trust Account”) account (“Trust Account”) and invested in U.S.a governmentmoney securities,market fund, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company,us, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The CompanyWe will provide itsour stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Companywe may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. In the event that thewe Company seeksseek stockholder approval in connection with a Business Combination, the Companywe will proceed with the Business Combination only if a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Companywe seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’sour amended and restated articles of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The holders of Public Shares will beare entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to theour Company’swarrants warrants.and rights.

If a stockholder vote is not required and theif Companywe doesdecide not decide to hold a stockholder vote for business or other legal reasons, the Companywe will, pursuant to its amended and restated articles of incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Sponsor, officers, directors and advisors (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the Proposed OfferingIPO in favor of a Business Combination, (b) not to propose an amendment to the Company’sour amended and restated articles of incorporation with respect to the Company’sour pre-Business Combination activities prior to the consummation of a Business Combination unless the Companywe provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if thewe Company doesdo not seek stockholder approval in connection therewith) or a vote to amend the provisions of the amended and restated articles of incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 Private Warrant (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Initial Stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Proposed OfferingIPO if thewe Company failsfail to complete itsour Business Combination.

The Company willWe have until 24 months from the closing of the Proposed OfferingIPO to complete a Business Combination. If thewe Company isare unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of funds withdrawn for working capital purposes (not to exceed $1,000,000$1,200,000 annuallyin aggregate) and taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’sour board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. There will be no redemption rights or liquidation distribution with respect to the Company’sour warrants, which will expire worthless if thewe Company failsfail to complete its initialour Business Combination within the Combination period.

The Sponsor has agreed that it will be liable to the Company,us, if and to the extent any claims by a vendor for services rendered or products sold to the Company,us, or a prospective target business with which thewe Company hashave discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’sour indemnity of the underwriters of the Proposed OfferingIPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The CompanyWe will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which thewe Company doesdo business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

We have neither engaged in any operations nor generated any revenues to date. Our only activities through December 31, 20242025 were organizational activities, including those necessary to prepare for the ProposedIPO Offering.and identifying and working with the target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We will generate non-operating income in the form of interest income on marketable securitiessecurities. afterWe theincur closingexpenses as a result of Proposedbeing Offering.a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the year ended December 31, 2024, the Company reported net loss of $25,850, which primarily consists of $23,00025,850 in audit related expense and other general and administrative expenses.

As of December 31, 2024,2025, the Companywe held a cash balance of $46,285.$486,900. OurPrior to the IPO, our liquidity needs were satisfied through the $25,000 proceeds received from the Sponsor for purchase of Founder Shares (as defined below), as well as $125,000 loan from Sponsor under a promissory note (“Promissory Notes”).

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination

The holders of the Founder Shares, the Private Units, the $15 Private Warrants (and their underlying securities) are entitled to registration rights pursuant to a registration rights agreement. The CompanyWe will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rightsrights.

TheWe Company will grantgranted the underwriters a 45-day option to purchase up to 1,200,000 additional Units to cover over-allotments at the Proposed OfferingIPO price. On February 5, 2025, the underwriters elected to terminate their over-allotment option to purchase 1,200,000 Units resulting in Sponsor forfeiting 300,000 Founder Shares.

TheUnderwriters underwriter will beare entitled to a underwriting discount equal to the lesser of (i) 750,000 (ii) an amount equal to $750,000 plus 1% of the gross proceeds from the sale of the Over-Allotment Units. At IPO closing, the underwriter was paid $750,000.

Underwriters will also receivereceived 40,000 private units (“Underwriter Units”) at close of proposed OfferingIPO for a nominal price of $100.

Upon the closing of the ProposedIPO, Offering,we the Company will paypaid $250,000 to the financial advisor and issued 7,50025,000 private units (the “Advisor Units”).

On October 6, 2023, the Companywe issued an aggregate of 2,156,250 shares of common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash. On October 18, 2023, the Sponsor transferred an aggregate of 465,000 Founder Shares to members of the Company’s management, board of directors and senior advisors, resulting in the Sponsor holding 1,691,250 Founder Shares. The Founder Shares include an aggregate of up to 300,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Initial Stockholders will collectively own 20% of the Company’s issued and outstanding shares after the Proposed OfferingIPO (assuming the Initial Stockholders dodid not purchase any Public Shares in the Proposed OfferingIPO and excluding the securities underlying the $15 Private Warrants, the Private Units).

On August 21, 2024, Companywe issued a dividend of approximately 0.066 Founder Shares for every issued and outstanding founder share resulting in our initial stockholders holding an aggregate of 2,300,000 founderFounder shares,Shares, an increase of 143,750 founder compared to 2,156,250 initial Founder Shares issued.

On October 6, 2023, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Company drew $125,000 under the promissory note. On April 1. 2025, the Company paid off the entire $125,000 balance. As of December 31, 2024,2025, there was $125,000no balance outstanding under the Promissory Notes. The Promissory Notes are noninterest bearing and payable on the consummation of the Proposed Offering.IPO.

UponWe closing of the Proposed Offering, the Company intends to enterentered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor will perform certain services for the Companyus for a monthly fee of $15,000. As of December 31, 2025, we have paid $180,000 to the Sponsor.

Both executive officer and a directorofficers of the Company will serve as the managers of the Sponsor at close of the Proposed Offering.IPO.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholderstockholder approval of any golden parachute payments not previously approved.

Deferred offering costs consist of legal, underwriter expensesexpenses, accounting and accountingother expenseoffering related expenses incurred through the balance sheet date that are directly related to the Proposed OfferingIPO and that will beare charged to stockholders equity upon the completion of the Proposed Offering. Should the ProposedIPO. Offering provecost amounting to be1,481,031 unsuccessful,(including these$750,000 deferredof costs,underwriting asfee welland as$250,000 additionalof expensesadvisor incurred,fee) will bewere charged to operationsshareholders’ equity upon the completion of the IPO.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 20242025 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Company’sThe company’s year-end is December 31,31 and no statutory tax deadline has yet occurred.

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” or refer to FG Merger II Corp.Corp, prior to its consummation of the Business Combination with BOXABL Inc. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to FG Merger Investors II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.Report Certainas informationwell contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertaintiesas:

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance performance, or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to ourthe finalRegistration prospectusStatement filedon inForm connection with our IPOS-4 (as definedamended) below)and the definitive proxy statement/prospectus relating to the Mergers filed by FGMC with the SEC, under the section titled “Risk Factors”, under Cautionary Note Regarding Forward-Looking Statements and Risk Factors. The Company’s securities filings can be accessed on the EDGAR section of the U.S. Securities and Exchange Commission’s (“SEC”) website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

FG Merger II Corp. (the “Company”) iswas, prior to the consummation of the Mergers, a blank check company incorporated in Nevada on September 20, 2023. The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”).

As of MarchJune 31,30, 2026, the Company had not yet commenced any operations. All activity through MarchJune 31,30, 2026 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company willdid not generate reflect any operating revenues until after the completion of itsthe initialBusiness Combination. Until the consummation of the Business Combination, discussed atbelow, the earliest. The Company willgenerated generate nonoperatingnon-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

Our IPO registration statement was declared effective on January 28, 2025. On January 30, 2025, we consummated our IPO of 8,000,000 units at $10.00 per unit (the “Units”). Each Unit consist of one share of common stock of the Company, par value $0.0001 per shares (“Public Shares”) and one right to receive one-tenth common share (“Public Right”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,000,000.

Simultaneously with the closing of the IPO, we consummated private placement ( “Private Placement”) in which i) FG Merger Investors II LLC (the “Sponsor”) and Ramnaraine Jaigobind purchased 223,300 and 25,000 private unitunits ( the “Private Units”) respectively, at a price of $10.00 per Private Unit, generating total proceeds of $2,483,000 and ii) the Sponsor purchased inan aggregate of 1,000,000 $15.00 exercise price warrants (the “$15 Private Warrants”) at a price of $0.10 per $15 Private Warrant, each exercisable to purchase one sharesshare of common stock at $15.00 per share, for an aggregate purchase price of $100,000.

Each Private Unit consistsconsisted of one common share and one right. right (“Private Unit Right”). Each whole Private Unit Right entitlesentitled the holder to convert the right to one-tenth share of common stock.

Each $15 Private Warrant entitlesentitled the holder to purchase one share of Common Stock at an exercise price of $15.00 per each share, will beare exercisable for a period of 10 years from the date of the Business Combination, will beare non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Private Warrants and the shares issuable upon the exercise of the $15 Private Warrants arewere not to be transferable, assignableassignable, or salable until after the completion of athe Business Combination, subject to certain limited exceptions.

WePrior to havethe consummation of the Mergers, we had neither engaged in any operations nor generated any revenues to date.revenues. Our only activities through MarchJune 31,30, 2026 were organizational activities, including those necessary to identifying and working with the target company for a Business Combination. We do not expect to generate any operating revenues until afterDuring the completionsix ofmonths ourended BusinessJune Combination.30, We2026, generatewe generated non-operating income in the form of interest income on marketable securities. We incurincurred expenses primarily related to expenses in connection with completing a Business Combination, as well as expenses incurred as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination..

For the three months ended MarchJune 31,30, 2025, the Company reported a net income of $315,350$582,035 which consists of $559,755$842,499 in investment income earned in Trust Account, offset by $83,539 in general and administrative expenses and $176,925 in income tax expense. For the six months ended June 30, 2025, the Company reported a net income of $897,385 which consists of $1,402,254 in investment income earned in Trust Account, offset by $126,856$210,395 in general and administrative expenses and $117,549$294,474 in income tax expense.

As of MarchJune 31,30, 2026, we held a cash balance of $243,235.$86,887. Prior to the IPO, our liquidity needs were satisfied through the $25,000 proceeds received from the Sponsor for purchase of Founder Shares (as defined below), as well as $125,000 loan from Sponsor under a promissory note (“Promissory Notes”). which was fully repaid on April 1, 2025.

On January 28, 2025, we issued an unsecured promissory note of $417,000 to the Sponsor. This promissory note bearbore interest at the rate of 12% per year and will maturematured on January 30, 2026. On March 5, 2025, the company paid $257,000 in principal and $4,935 in interest. On April 1, 2025, the Company paid $160,000 in principal and $1,736 in interest. As of MarchJune 31,30, 2025, there was $160,000no outstanding balance in principle and $1,368 in accrued interest under the promissory note.

On January 30, 2025, we consummateconsummated our IPO of 8,000,000 Units. The Units were sold at $10.00 per Unit, generating gross proceeds to the Company of $80,000,000.

Pursuant to the Investment Management Trust Agreement between the Company and Continental Stock Transfer and Trust (“Trustee”) signed at IPO closing, we arewere allowed to withdraw up to $1,000,000 annually for working capital need from the investment income earned in the Trust Account. As of MarchJune 31,30, 2026, we havehad withdrawn $1,200,000 from the Trust Account.

We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026.

The holders of the Founder Shares, the Private Units, the $15 Private Warrants (and their underlying securities) are entitled to registration rights pursuant to a registration rights agreement. We filed a registration statement on Form S-3 (File No. 333-297729) on July 27, 2026, registering for resale up to 3,310,288 shares of Class A common stock held by the selling securityholders named therein, including shares issuable upon conversion of rights and exercise of the $15 Private Warrants, in satisfaction of such registration rights. We will bear the expenses incurred in connection with the filing of anythis registration statementsstatement pursuant to such registration rights.

The underwriter areis entitled to aan underwriting discount equal to the lesser of (i) 750,000 (ii) an amount equal to $750,000 plus 1% of the gross proceeds from the sale of the Over-Allotment Units. At IPO closing, the underwriter was paid $750,000.

The Underwriter also received 40,000 private units (“Underwriter Units”) at close of IPO for a nominal price of $100 The Underwriter Units are subject to registration rights under the Registration Rights Agreement, to which ThinkEquity LLC is a signatory. Additionally, the Underwriter has agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of the IPO (subject to the Company’s right, to allocate up to 50% of such fee to another financial institution in Company’s sole discretion) uponuntil completion of the BusinessMergers. Combination.The Mergers closed July 17, 2026 and ThinkEquity was paid $5,900,381 in aggregate transaction costs at Closing to settle this obligation.