BOXABL Inc. 8-K

What Happened
BOXABL Inc. announced on May 6, 2026 (filed on Form 8‑K May 11, 2026) that it entered into a Third Amendment to the Agreement and Plan of Merger with FG Merger II Corp. and FG Merger Sub II Inc. The amendment replaces the prior Company and Sponsor lock‑up agreements and changes when lock‑up shares will be released following the closing of the proposed merger.

Key Details

• Amendment date: May 6, 2026; merger originally dated August 4, 2025 (previously amended Nov 3, 2025 and Apr 6, 2026).
• Company Lock‑Up: 50% of lock‑up shares released six months after closing only if the surviving public company’s share price ≥ $12.00 for any 20 trading days within a 30‑day period; remaining shares released 13 months after closing regardless of price. Early full release if shares trade ≥ $20.00 (intra‑day counts).
• Sponsor Lock‑Up: 50% released on the earlier of 12 months after closing or when the closing price ≥ $12.00 for any 20 trading days within a 30‑day period; remaining 50% released 12 months after closing. Early full release if acquiror stock trades ≥ $20.00 (intra‑day counts). Sponsor lock‑up also replaces the January 28, 2025 Insider Letter.
• FG Merger II Corp. has filed a registration statement on Form S‑4; the transaction will be submitted to FGMC shareholders and proxy/prospectus materials will be mailed when available.

Why It Matters
These changes set specific price and time conditions for when insiders, founders and sponsors can sell their shares after the merger closes. That affects potential future share supply (float) and liquidity: successful stock performance (hitting $12 or $20 thresholds) can accelerate insider sell opportunities, while time‑based releases (12–13 months) limit sales until later. FGMC and BOXABL shareholders should review the S‑4/proxy materials and risk factors once filed before voting or making investment decisions.