FG Merger II Corp. 8-K

What Happened
FG Merger II Corp. (FGMC) announced on May 6, 2026 that it entered into a Third Amendment to the Agreement and Plan of Merger (originally dated August 4, 2025, as previously amended). The amendment replaces the form of the Company Lock‑Up Agreement (Exhibit A‑1) and the Sponsor Lock‑Up Agreement (Exhibit A‑2), changing when founders/sponsors’ lock‑up shares may be released after closing. The Sponsor Lock‑Up also amends and restates the Insider Letter dated January 28, 2025. FGMC has filed a Form S‑4 registration statement and the proposed merger will be submitted to FGMC shareholders for a vote.

Key Details

• Amendment effective date: May 6, 2026; original Merger Agreement dated August 4, 2025 (prior amendments: Nov 3, 2025 and Apr 6, 2026).
• Company Lock‑Up: 50% of locked shares released six months after closing if the surviving public company’s share price is ≥ $12.00 for any 20 trading days within a 30‑day period; remaining shares released 13 months after closing regardless of price. Full early release if shares trade ≥ $20.00 (including intra‑day).
• Sponsor Lock‑Up: 50% released on the earlier of 12 months after closing or when closing price is ≥ $12.00 for any 20 trading days within 30; remaining 50% at 12 months. Full early release if acquiror stock trades ≥ $20.00 (including intra‑day).
• Transaction process: Form S‑4 (including proxy/prospectus) filed; definitive proxy/prospectus will be mailed after effectiveness. The merger remains subject to shareholder approval and customary regulatory conditions. Amendment filed as Exhibit 2.1 to the 8‑K.

Why It Matters
These lock‑up changes set clear time and price conditions for when insiders and sponsors can sell shares after the merger, which can affect the supply of shares and market dynamics post‑close. The $12 and $20 price triggers create performance‑linked release points that could accelerate share availability if the stock trades at those levels. The filing of the Form S‑4 and the amended agreements shows the deal process is advancing, but shareholders still must vote and the transaction needs any required regulatory approvals. Investors and FGMC/BOXABL shareholders should read the forthcoming proxy/prospectus carefully before making voting or investment decisions.