Core Insights - Boxabl Inc. has acquired 10 Bitcoin as part of its treasury reserve strategy, which was first announced in May 2025, highlighting the company's commitment to diversifying its financial reserves [1][2] - The purchase of Bitcoin is aimed at hedging against inflation, diversifying the portfolio, and preserving long-term value, with the 10 BTC acquired at an average price of approximately $107,800 each [2] - Boxabl is in the process of merging with FG Merger II Corp., which will allow it to become a publicly traded company on Nasdaq with a valuation of approximately $3.5 billion [3] Financial Position - The company has raised over $230 million from more than 50,000 investors, strengthening its financial foundation for long-term growth [3][4] - The integration of Bitcoin into its treasury reflects a forward-thinking financial strategy, reinforcing confidence in Bitcoin's long-term value [3] Operational Goals - Boxabl aims to balance traditional assets with innovative investments, including Bitcoin, to support its operational goals, particularly in producing its flagship Casita modular home and expanding into new markets [3] - The company's patented technology focuses on affordability, sustainability, and scalability in the housing industry [4]

LAS VEGAS and ITASCA, Ill., Aug. 5, 2025 /PRNewswire/ -- Boxabl Inc. (BOXABL), a leader in innovative housing solutions, and FG Merger II Corp. ("FGMC") (Nasdaq: FGMC), a publicly traded special purpose acquisition company, today announced that they have signed a definitive merger agreement. Upon closing of the merger, the newly combined company is expected to continue listing on the Nasdaq Stock Market under the symbol "BXBL." This marks a significant step forward in BOXABL's journey toward becoming a publ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-42493 FG MERGER II CORP. (Exact name of registrant as specified in its charter) Indicate by check mark whether the re ...

IPO and Financial Proceeds - The Company completed its IPO on January 30, 2025, selling 8,000,000 units at $10.00 per unit, generating gross proceeds of $80,000,000[84]. - The Company placed $80,800,000 from the IPO proceeds into a Trust Account, which is invested in a money market fund[90]. - The underwriters were paid an underwriting discount of $750,000 at IPO closing, and they received 40,000 private units for a nominal price of $100[111][112]. - The company incurred deferred offering costs amounting to $1,481,031, which includes $750,000 in underwriting fees and $250,000 in advisor fees, charged to shareholders' equity upon IPO completion[131]. Financial Performance - The Company reported a net income of $315,350 for the three months ended March 31, 2025, consisting of $559,755 in investment income and $126,856 in general and administrative expenses[101]. - The Company incurred $117,549 in income tax expense for the three months ended March 31, 2025[101]. - As of March 31, 2025, the company estimated an income tax expense of $117,549 on income earned in the Trust Account[138]. Cash and Debt Management - As of March 31, 2025, the Company held a cash balance of $550,056 and had an outstanding promissory note balance of $160,000[102][103]. - As of March 31, 2025, the company had $125,000 outstanding under promissory notes issued to the Sponsor, with a total borrowing capacity of $150,000[119]. - The Company has withdrawn $261,935 from the Trust Account for working capital needs as of March 31, 2025[106]. - As of March 31, 2025, the company had no cash equivalents and withdrew $261,935 from the Trust Account for working capital purposes during the quarter[130][132]. - The Company has no off-balance sheet arrangements as of March 31, 2025, indicating no hidden liabilities[108]. Business Strategy - The Company intends to focus on businesses in the financial services industry for potential Business Combinations[82]. - The Company has until January 30, 2027, to complete a Business Combination, or it will redeem 100% of the outstanding Public Shares[98]. - The Sponsor and certain affiliates may provide Working Capital Loans to finance transaction costs for a Business Combination, but no such loans were outstanding as of March 31, 2025[107]. - The Company will not generate operating revenues until after the completion of its initial Business Combination[83]. Shareholder and Equity Information - The company issued a dividend of approximately 0.066 Founder Shares for every issued and outstanding Founder Share, increasing the total to 2,300,000 Founder Shares[116]. - The company has agreed to pay the Sponsor a monthly fee of $15,000 under an administrative services agreement, totaling $45,000 paid as of March 31, 2025[121]. - The company recognizes changes in the redemption value of its common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[135]. - The company has no unrecognized tax benefits as of March 31, 2025, and is not aware of any issues under review that could result in significant payments or accruals[137].

Financial Performance - The Company reported a net loss of $25,850 for the year ended December 31, 2024, primarily due to $23,000 in audit-related expenses and other general and administrative expenses[89]. - The Company had 2,300,000 founder shares outstanding as of December 31, 2024, impacting net loss per share calculations[111]. - There was no provision for income taxes for the year ended December 31, 2024[110]. Liquidity and Capital Structure - As of December 31, 2024, the Company held a cash balance of $46,285, with liquidity needs satisfied through $25,000 proceeds from the Sponsor and a $125,000 loan from the Sponsor[90]. - The Company issued a promissory note allowing borrowing up to $150,000, with $125,000 outstanding as of December 31, 2024[99]. - The Trust Account will hold $10.10 per Unit sold in the Proposed Offering, invested in U.S. government securities until a Business Combination is consummated or funds are distributed[79]. - The Company has no off-balance sheet arrangements as of December 31, 2024[92]. Proposed Offering - The Company plans to offer 8,000,000 units at $10.00 per unit in the Proposed Offering, potentially increasing to 9,200,000 units if the underwriters' over-allotment option is fully exercised[77]. - The underwriters will receive a 45-day option to purchase up to 1,200,000 additional Units to cover over-allotments at the Proposed Offering price[93]. - Deferred offering costs will be charged to stockholders' equity upon completion of the Proposed Offering[108]. - An administrative services agreement will be established with the Sponsor for a monthly fee of $15,000 upon closing of the Proposed Offering[100]. Business Strategy - The Company intends to focus on businesses in the financial services industry for potential Business Combinations[75]. - The Company has until 24 months from the closing of the Proposed Offering to complete a Business Combination, or it will redeem 100% of the outstanding Public Shares[86]. - The Company will generate non-operating income in the form of interest income from the proceeds of the Proposed Offering, with no operating revenues expected until after the completion of a Business Combination[88]. Regulatory and Accounting Matters - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[103]. - Management does not anticipate that recently issued accounting standards will materially affect the Company's financial statements[113]. - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[112]. - There were no unrecognized tax benefits or amounts accrued for interest and penalties as of December 31, 2024[109].