BOXABL Inc. 8-K

What Happened

• FG Merger II Corp. (FGMC) filed an 8-K reporting the closing of its business combination with BOXABL. The Combined Company’s Class A common stock began trading on Nasdaq under the ticker "BXBL" on July 20, 2026. FGMC’s units, common stock and rights ceased trading upon separation of the units at closing.

Key Details

• The Combined Company and certain sellers (including Paolo and Galiano Tiramani and FGMC’s sponsor) signed lock-up agreements: 50% of locked shares release at the earlier of 12 months post-closing or if the share price reaches $12.00 for 20 trading days within any 30-trading-day period; the other 50% release 12 months after closing. All lock-ups automatically terminate if the stock trades at or above $20.00 at any time.
• The Combined Company entered indemnification agreements with its directors and officers to cover certain legal expenses, judgments, fines and settlements arising from their service.
• FGMC ceased to be a shell company as of the closing. The Combined Company filed a Texas Certificate of Formation and adopted new bylaws.
• Baker Tilly US, LLP was engaged as the Combined Company’s independent registered public accounting firm for the year ending December 31, 2026; Fruci & Associates II, PLLC was dismissed with no disagreements or reportable events. Fruci provided a confirmation letter dated July 22, 2026.
• A press release announcing the closing was issued on July 17, 2026.

Why It Matters

• The completion of the business combination and Nasdaq listing (BXBL) means BOXABL is now a publicly traded company, changing liquidity and market access for shareholders.
• The lock-up agreements limit near-term share sales by insiders and former owners for up to 12 months (or earlier under specified price conditions), which can affect share supply and price volatility.
• Indemnification agreements and corporate governance changes (new formation/bylaws) clarify management protections and the company’s legal framework going forward.
• The auditor change was reported as routine with no disputes, an item investors watch for signs of accounting or control issues.