FG Merger II Corp. 8-K

What Happened

• FG Merger II Corp. (FGMC) announced an Amendment dated April 6, 2026 to its Agreement and Plan of Merger with BOXABL Inc. and FG Merger Sub II Inc. The Amendment extends the Merger Agreement’s Agreement End Date from March 31, 2026 to July 31, 2026 and updates several deal terms.
• The Amendment also (a) provides for joint agreements or amendments (subject to any ThinkEquity LLC consents) to release certain lock-up provisions for Acquiror Securities held by the Sponsor Parties and named individuals if the Acquiror Common Stock trades at or above $20.00 at any time (including intraday); (b) clarifies that Acquiror Securities include 8,295,800 rights, which entitle holders to a total of 829,580 shares of Acquiror Common Stock upon closing; and (c) gives either party the right to terminate the Merger Agreement if a written request to the other party goes unanswered for five business days.

Key Details

• Amendment date: April 6, 2026; original Merger Agreement dated August 4, 2025 (as amended November 3, 2025).
• New Agreement End Date: July 31, 2026 (previously March 31, 2026).
• Lock-up release condition: Acquiror Common Stock trades at or above $20.00 at any time (including intraday).
• Clarified securities: 8,295,800 rights = option to receive 829,580 shares of Acquiror Common Stock on consummation.

Why It Matters

• The extension to July 31, 2026 gives more time to complete the proposed merger and related regulatory and shareholder steps; FGMC has filed a Form S-4 and will mail a proxy/prospectus to shareholders once effective.
• The lock-up release tied to a $20 trading threshold could materially increase the number of shares available for trading if triggered, affecting float and potential dilution from sponsor-held securities (the filing identifies the Sponsor Parties and named individuals).
• The clarification on rights quantifies a known issuance (829,580 shares upon conversion), helping investors assess potential share count changes at closing.
• The new termination provision (right to terminate after five business days with no response to a written request) affects deal risk and timing, giving either party an added procedural exit mechanism.

Investors and BOXABL/FGMC shareholders should read the forthcoming proxy statement/prospectus (Form S-4) for full details before making voting or investment decisions.