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BOXABL Secures Key License in California as a "Commercial Modular Manufacturer" - A Major Milestone for Expansion
Prnewswire· 2025-12-24 16:30
Core Insights - BOXABL Inc. has secured a critical license from the State of California as a "Commercial Modular Manufacturer," which is a significant milestone for the company in its mission to provide scalable, high-quality modular products [1][3] - The license allows BOXABL to manufacture and deploy its modular units in compliance with California's building standards, facilitating broader market access and growth in a dynamic market [2][3] Company Developments - The license is expected to enhance BOXABL's manufacturing capabilities and meet the increasing demand for efficient modular solutions, following a significant contract with an industry leader [3] - BOXABL is progressing towards a merger with FG Merger II Corp., which is anticipated to provide additional resources for scaling production and expanding its market impact [3] Product Information - BOXABL's flagship product, the Casita, is a 361 square foot studio unit that can be set up on-site in less than an hour and includes a full kitchen, bathroom, and utilities [5] - The company is also developing the Baby Box, a smaller 120 square foot unit designed for RV code compliance, and plans to create stackable and connectable models for larger housing solutions [5]
FG Merger II Corp(FGMC) - 2025 Q3 - Quarterly Report
2025-11-05 21:32
IPO and Trust Account - FG Merger II Corp. completed its IPO on January 30, 2025, raising gross proceeds of $80,000,000 from the sale of 8,000,000 units at $10.00 per unit[93]. - The Company has placed $80,800,000 from the IPO proceeds into a Trust Account, which will be invested in a money market fund until a Business Combination is completed[98]. - The Company has until January 30, 2027, to complete a Business Combination, or it will cease operations and redeem all outstanding Public Shares[104]. - The Company will provide stockholders the opportunity to redeem Public Shares upon completion of a Business Combination[99]. - The company withdrew $1,200,000 from the Trust Account for working capital purposes as of September 30, 2025[122][146]. - As of September 30, 2025, the Company has estimated $472,539 in income tax expense on the income earned in the Trust Account[152]. - The Company recognizes changes in redemption value immediately and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period[148]. Merger Agreement and Business Combination - The aggregate merger consideration for BOXABL stockholders is $3,500,000,000, consisting of preferred and common shares of FGMC valued at $10 per share[107]. - The Merger Agreement with BOXABL includes customary closing conditions, such as stockholder approval and regulatory compliance[109]. - The Merger Agreement may be terminated if the closing does not occur by March 31, 2026, unless caused by a breach of the agreement[110]. - The Company intends to focus on businesses in the financial services industry for potential Business Combinations[91]. - The Company has not commenced any operations as of September 30, 2025, and will not generate operating revenues until after completing a Business Combination[92]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $77,269, consisting of $847,927 in investment income and $592,583 in general and administrative expenses[115]. - For the nine months ended September 30, 2025, the company reported a net income of $974,654, with $2,250,181 in investment income and $802,988 in general and administrative expenses[116]. - As of September 30, 2025, the company held a cash balance of $578,786 and had no outstanding balance under the promissory note[118][135]. Costs and Agreements - The company incurred deferred offering costs amounting to $1,481,031, which included $750,000 in underwriting fees and $250,000 in advisor fees[145]. - The company has entered into an administrative services agreement with the Sponsor for a monthly fee of $15,000, totaling $135,000 paid as of September 30, 2025[136]. - The company issued an unsecured promissory note of $417,000 to the Sponsor, bearing interest at 12% per year, maturing on January 30, 2026[119][135]. Tax and Financial Reporting - The company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of September 30, 2025[124]. - There were no unrecognized tax benefits as of September 30, 2025, and no amounts accrued for interest and penalties[150]. - The Company operates as one operating segment, with all required financial segment information found in the financial statement[159]. - The fair value of the marketable securities held in the Trust Account is determined using level 1 input[158]. - The Company adopted ASU 2023-07, resulting in disclosure changes only, effective as of January 31, 2025[160]. - The Company utilizes a two-class methodology in calculating earnings per share, with net income from IPO till September 30, 2025, allocated to redeemable and non-redeemable common shares[153]. - The fair value of the Company's financial assets and liabilities approximates the carrying amounts due to their short-term nature[154]. - The Company is subject to income tax examinations by major taxing authorities since inception, with its year-end on December 31[150]. - The Company has established valuation allowances to reduce deferred tax assets to the amount expected to be realized when necessary[149].
BOXABL and FG Merger II Corp. Extend Outside Date for Completion of Proposed Merger
Prnewswire· 2025-11-04 12:45
Core Viewpoint - Boxabl Inc. and FG Merger II Corp. have signed an amendment to their merger agreement, extending the completion date from December 31, 2025, to March 31, 2026, while continuing to work towards finalizing the merger, which requires shareholder and regulatory approvals [2]. Company Overview Boxabl Inc. - Boxabl is focused on transforming the housing market with modular building systems that provide affordable, high-quality homes quickly. Founded in 2017, the company aims to address housing challenges globally [3]. - The flagship product, Casita, is a 361 square foot studio unit that includes a full kitchen, bathroom, and utilities, and can be set up on-site in less than an hour. Additionally, Boxabl is developing a smaller 120 square foot unit called the Baby Box, designed for simpler setups without foundations [3]. - Future developments include stackable and connectable box models that can create townhomes, multifamily units, or larger single-family homes [3]. FG Merger II Corp. - FG Merger II Corp. is a special purpose acquisition company (SPAC) created to facilitate mergers, share exchanges, and similar business combinations with other entities [4]. Merger Details - The merger between Boxabl and FG Merger II Corp. is expected to continue listing on the Nasdaq Stock Market under the symbol "BXBL" upon completion [2]. - The proposed transaction will be submitted to FGMC shareholders for their consideration, with a registration statement filed with the SEC that includes proxy statements and a prospectus related to the merger [5].
BOXABL Announces New Contracts: 51-Unit Deal With Grace Bible Church-Rialto and 20-Unit Contract With Gateway Christian via Innovate ADU, Strengthening Its Market Penetration With Faith-Based Organizations Amid Growing YIGBY Movement
Prnewswire· 2025-10-14 16:31
Core Insights - BOXABL Inc. is advancing its modular housing solutions through new contracts with Innovate ADU, including a 51-unit agreement with Grace Bible Church-Rialto and a 20-unit contract with Gateway Christian, highlighting its focus on faith-based development projects [1][2] Company Developments - The total value of BOXABL's closed contracts in the faith-based vertical has reached approximately $7 million for 122 units this year, with significant projects like the Caritas Casitas in Oklahoma City expected to provide affordable housing by October 2025 [2][3] - BOXABL's 361-square-foot Casita units are designed to transform underutilized land into housing communities, addressing the needs of vulnerable populations and enhancing property values for faith-based organizations [3][4] Industry Context - California's SB4 legislation is pivotal, unlocking 171,000 acres of faith-owned land that could support between 342,000 to 500,000 affordable housing units, indicating a substantial market opportunity for BOXABL and similar companies [4] - The Yes In God's Backyard (YIGBY) movement, along with favorable regulations in other states, is expected to further facilitate the development of affordable housing through faith-based organizations [4][5] Marketing and Outreach - BOXABL is launching a nationwide marketing campaign aimed at engaging more faith-based organizations and nonprofits, particularly in states with YIGBY policies, to explore collaboration opportunities [5][6] Financial Position - BOXABL has raised over $230 million from more than 50,000 investors and is preparing for a public listing through a merger with FG Merger II Corp., which will enhance its financial capacity to address the global housing crisis [6]
BOXABL Co-Founder Galiano Tiramani Donates $5 Million in Stock to Catholic Charities USA
Prnewswire· 2025-10-08 18:40
Core Insights - BOXABL Inc. has made a significant donation of 6,250,000 shares of its stock, valued at approximately $5 million, to Catholic Charities USA, highlighting its commitment to addressing the housing crisis [1][2][3] - The donation aligns with BOXABL's mission to provide affordable and sustainable housing solutions and reflects the personal dedication of Co-Founder and Co-CEO Galiano Tiramani [2][5] - BOXABL is advancing towards a public listing through a merger with FG Merger II Corp., which will create a publicly traded company under the ticker "BXBL" [2][5] Company Overview - BOXABL is focused on revolutionizing the housing industry with factory-built modular homes that emphasize affordability, sustainability, and rapid deployment [5] - The company is valued at $3.5 billion as it approaches its public debut via the SPAC merger [5] - BOXABL's growth strategy includes leveraging patented technology to meet global demand for modular housing solutions [4][5] Donation Details - The donation is a strategic gift intended to enhance the impact of Catholic Charities USA, allowing the organization to benefit from BOXABL's future growth [3][4] - The shares donated are not a sale and do not affect BOXABL's capital structure or merger plans [4] - The donation will be disclosed in upcoming SEC filings, including amendments to the S-4 registration statement [3]
BOXABL Releases CEO Video Speaking to IPO Event, Merger with FG Merger II Corp.
Prnewswire· 2025-09-30 13:35
Core Insights - BOXABL Inc. is preparing for a potential merger with FG Merger II Corp., a SPAC, which is expected to facilitate BOXABL's transition to a publicly traded company under the ticker symbol "BXBL" on Nasdaq [1][3]. Company Overview - BOXABL is focused on innovative housing solutions, particularly through modular building systems that aim to provide affordable and high-quality homes rapidly. The flagship product, the Casita, is a 361 square foot studio unit that can be set up in less than an hour [4]. - The company also plans to introduce the Baby Box, a smaller 120 square foot unit designed for simpler setups, and is developing stackable models for larger housing solutions [4]. Merger Process - A video message from co-CEO Paolo Tiramani outlines the merger process, addressing shareholder concerns, the choice of SPAC over a traditional IPO, and the implications for share ownership and transferability [2]. - The filing of the S-4 registration statement with the SEC is a significant step in the merger process, which includes a joint proxy statement and prospectus for shareholders [3][7]. Strategic Timing and Expectations - The video discusses the strategic timing of going public and what shareholders can expect in the coming months, including key filings and the transaction timeline [2]. - The merger is positioned as a means to enhance BOXABL's market presence and operational capabilities in the housing sector [1][4].
BOXABL Gains South Carolina Approval, Secures Horizons Getaways Contract for Multi-State Eco-Luxury Cabin Resorts Expansion
Prnewswire· 2025-09-26 18:08
Core Insights - BOXABL Inc. has received regulatory approval for deployment in South Carolina, marking a significant step in its merger process with FG Merger Corp. [1] - The company has secured a manufacturing and supply contract with Horizons Getaways to deliver 150 Casita units, with plans for expansion into multiple states [1][2] - The U.S. glamping market, valued at $831.5 million, is projected to grow to $1.5 billion by 2030, with BOXABL positioned to capitalize on this growth through its sustainable and rapidly deployable housing solutions [3] Company Developments - BOXABL's flagship product, the Casita, is a 361-square-foot modular home designed for quick assembly and energy efficiency, aligning with the luxury outdoor experience offered by Horizons Getaways [2] - The partnership will feature luxurious amenities such as spas and clubhouses, enhancing the appeal of the Casitas in scenic locations [2] - The company is advancing through the S-4 registration process for its merger with FG Merger Corp., which is expected to strengthen its market position [3] Market Context - The glamping industry is primarily driven by millennials and Gen Z, who represent over 50% of bookings, indicating a shift towards wellness-focused travel experiences [3] - BOXABL's innovative design reduces construction waste by 90% and installation time significantly, addressing key challenges in the high-margin glamping sector [3]
BOXABL and FG Merger II Corp. Announce Public Filing of Registration Statement on Form S-4 and Joint Proxy Statement/Prospectus in Connection with Proposed Merger
Prnewswire· 2025-09-18 20:30
Core Viewpoint - Boxabl Inc. is moving forward with its merger with FG Merger II Corp, aiming to become a publicly traded company, which is expected to enhance its market growth and value creation for customers and investors [4][7]. Company Overview - Boxabl is focused on innovative housing solutions, particularly through modular building systems that provide affordable and high-quality homes quickly [5]. - The flagship product, Casita, is a 361 square foot studio unit that can be set up in less than an hour [5]. - Boxabl is also developing smaller units like the Baby Box and plans for stackable models to create larger living spaces [5]. Merger Details - The merger values Boxabl at approximately $3.5 billion, with FG Merger II Corp. expected to issue 350 million shares to Boxabl stockholders [7][8]. - The combined company will trade on Nasdaq under the ticker "BXBL" after the merger [7]. - Completion of the merger is contingent upon SEC approval and stockholder votes from both companies [3][10]. Strategic Leadership - Boxabl's founders, Paolo and Galiano Tiramani, will continue to lead the combined entity post-merger [4]. - The leadership emphasizes that going public will facilitate the acceleration of their mission to deliver affordable housing solutions [4]. Regulatory Process - A registration statement on Form S-4 has been filed with the SEC, which includes a preliminary joint proxy statement and prospectus for stockholders [10]. - Stockholders are encouraged to review the registration statement for detailed information regarding the merger [3][10].
Boxabl Bolsters Treasury with Acquisition of 10 Bitcoin
Prnewswire· 2025-08-25 13:15
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]
BOXABL and FG Merger II Corp. Sign Merger Agreement to Pursue a BOXABL Public Listing on NASDAQ
Prnewswire· 2025-08-05 12:00
Core Viewpoint - Boxabl Inc. has signed a definitive merger agreement with FG Merger II Corp, marking a significant step towards becoming a publicly listed company on Nasdaq under the symbol "BXBL" [1][6] Company Overview - Boxabl is focused on transforming the housing market with modular building systems aimed at delivering affordable, high-quality homes quickly. Its flagship product, the Casita, is a 361 square foot studio unit that can be set up in less than an hour [5] - The company has raised over $230 million from over 50,000 investors, indicating strong interest in its innovative housing solutions [1][5] Merger Details - The merger will involve FG Merger II Corp issuing 350 million shares to Boxabl, valuing the company at $3.5 billion. Existing shareholders of Boxabl will roll 100% of their equity into the combined entity [7] - The transaction does not include a minimum cash condition, which may facilitate a smoother merger process [7] Leadership and Future Plans - Boxabl will continue to be led by its founders and Co-CEOs, Paolo and Galiano Tiramani, post-merger. The merger is expected to enhance Boxabl's production capabilities and allow for increased investment in research and development [2][7] - The partnership with FG Merger II Corp is seen as a strategic move to access greater capital and expand Boxabl's platform for delivering affordable housing solutions at scale [2]