FG Merger II Corp. 8-K

What Happened
FG Merger II Corp. (FGMC) announced on May 28, 2026 that it entered into an OTC Equity Prepaid Forward Transaction with Atsion Opportunity Fund LLC – Series 2 (Atsion). Immediately after, one‑half of that agreement was novated to FG Capital Partners, LLC (FGCP), an entity affiliated with several FGMC officers/directors, making the novation a related‑party transaction. The arrangement contemplates the Seller purchasing and holding up to 3,000,000 shares of FGMC common stock prior to closing of the business combination and being prepaid from FGMC’s trust account. FGMC says the agreement is intended to provide potential additional growth capital as a replacement for redeemed trust assets, not to satisfy the minimum cash requirement for the business combination.

Key Details

• Agreement date: May 28, 2026; parties: FGMC (Counterparty), BOXABL Inc., Atsion, and FGCP (via Novation).
• Up to 3,000,000 shares may be purchased/held by Seller prior to closing; Seller to receive a Prepayment Amount paid from the Trust Account no later than one business day after the Closing Date (or when trust assets are disbursed).
• Reference Price initially set at $10.00 (may be reduced one time in any 21‑day period); Seller waived redemption rights on the Shares during the term.
• Valuation: Valuation Date is 90 days after closing (extendable twice by 90 days); cash settlement uses the average daily VWAP over a 15‑trading‑day Valuation Period less a $0.80 per‑share Settlement Amount Adjustment.

Why It Matters
The deal gives FGMC access to potential post‑closing equity funding that replaces shares redeemed from the trust, rather than using it to meet minimum cash requirements for the business combination. The Seller’s waiver of redemption rights could reduce the number of shares redeemed in the transaction, which may affect how investors view the transaction’s capital structure and perceived strength. The novation to FGCP is a related‑party arrangement and is disclosed accordingly; investors should review the definitive proxy/prospectus and the Forward Purchase Agreement for full terms and potential impacts on dilution and future cash settlements.