BOXABL Inc. 8-K

What Happened

• On April 6, 2026 BOXABL Inc. announced a Second Amendment to its Agreement and Plan of Merger with FG Merger II Corp. (FGMC) and FG Merger Sub II Inc., extending the Agreement End Date from March 31, 2026 to July 31, 2026.
• The amendment includes changes to certain lock-up provisions, clarifies the definition of Acquiror Securities to include 8,295,800 rights (equal to 829,580 shares upon conversion at 1/10 share per right), and adds a mechanic allowing either party to terminate the Merger Agreement if a written request goes unanswered after five business days.

Key Details

• Amendment date: April 6, 2026. Agreement End Date extended to July 31, 2026 (previously March 31, 2026).
• Lock-up change: Parties agreed to jointly enter into agreements (subject to any consent required from ThinkEquity LLC) to release lock-up restrictions on Acquiror Securities held by Sponsor Parties and certain individuals if Acquiror Common Stock trades at or above $20.00 (including intraday).
• Acquiror Securities clarification: Now expressly includes 8,295,800 rights, each representing one‑tenth (1/10) of a share (totaling 829,580 shares upon conversion).
• Termination procedure: Either BOXABL or the Acquiror may terminate the Merger Agreement if a written request to the other party receives no response within five business days.

Why It Matters

• The amendment buys more time for the transaction by extending the deal deadline to July 31, 2026, which may affect timing for shareholders and potential closing conditions.
• The conditional release of sponsor lock-ups tied to a $20 trading threshold could materially affect the public float and share supply if the Acquiror’s stock reaches that level.
• Clarifying the rights and termination mechanics reduces ambiguity around what counts as Acquiror Securities and provides a clearer path for either party to end negotiations if communications stall.
• FGMC has filed a Form S-4 and will distribute proxy materials to shareholders; investors should review those documents (and subsequent definitive proxy/prospectus) before voting or investing.