FG Merger II: Entry Into A Material Definitive Agreement, Termination Of A Material Definitive Agreement, Completion Of Acquisition Or Disposition Of Assets, Notice Of Delisting Or Failure To Satisfy A Continued Listing Rule Or Standard; Transfer Of Listing, Unregistered Sales Of Equity Securities, Material Modification To Rights Of Security Holders, Changes In Registrant’s Certifying Accountant, Changes In Control Of Registrant, Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers, Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year, Change In Shell Company Status, Regulation Fd Disclosure, Financial Statements And Exhibits

Item 1.01 Entry into a Material Definitive Agreement The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. Lock-Up Agreements In connection with the Business Combination, on the Closing Date, the Combined Company entered into lock-up agreements (the “Lock-Up Agreements”) with the Sponsor of FGMC and certain former stockholders of BOXABL (including Paolo Tiramani and Galiano Tiramani), pursuant to which each of the parties to the Lock-Up Agreements agreed not to effect any sale or distribution of any equity securities of the Combined Company held by any of them during the lock-up period. For 50% of the lock-up shares, the lock-up period ends at the earlier of (a) 12 months after the Closing Date and (b) the date on which the closing price of the Combined Company Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading-day period after the Closing Date. For the remaining 50% of the lock-up shares, the lock-up period ends 12 months after the Closing Date. The lock-up restrictions are also subject to early release upon certain liquidation, merger, exchange or reorganization transactions and automatically expire if the Combined Company Common Stock trades at or above $20.00 per share at any time (including intraday). The foregoing description of the Lock-Up Agreements is qualified in its entirety by reference to the full text of the agreements, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference. Indemnification Agreements In connection with the Business Combination, on the Closing Date, the Combined Company entered into indemnification agreements (the “Indemnification Agreements”) with each of its directors and executive officers. Subject to certain exceptions, the Indemnification Agreements provide that the Combined Company will indemnify each of its directors and executive officers for certain expenses, which may include attorneys’ fees, judgments, fines and settlement amounts, incurred by a director or officer in any action or proceeding arising out of that person’s services as a director or officer of the Combined Company or of any other company or enterprise to which the person provides services at the Combined Company’s request. The foregoing description of the Indemnification Agreements is qualified in its entirety by reference to the form of Indemnification Agreement, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference. The above-referenced agreements are described in the Proxy Statement/Prospectus. Item 1.02 Termination of a Material Definitive Agreement. The information set forth in the Introductory Note of this Current Report on Form 8-K and Item 1.01 is incorporated herein by reference. On the Closing Date, in connection with the consummation of the Business Combination, the Investment Management Trust Agreement between FGMC and Continental Stock Transfer & Trust Company and the Administrative Services Agreement between FGMC and the Sponsor were terminated. The Administrative Services Agreement had provided for monthly payments of $15,000 to the Sponsor. Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosures set forth in the Introductory Note of this Current Report on Form 8-K and in Item 1.01 are incorporated into this Item 2.01 by reference. The Business Combination and each of the other proposals in the Proxy Statement/Prospectus were approved by FGMC’s stockholders and by BOXABL’s stockholders at their respective meetings. As indicated above, the Combined Company issued, or reserved for issuance an aggregate of 246,524,760 shares of Combined Company Common Stock and 103,475,240 shares of Combined Company Merger Preferred Stock to the former stockholders of BOXABL on the Closing Date. In connection with the stockholder vote, an aggregate of 3,466,086 shares of FGMC Common Stock were redeemed by stockholders of FGMC resulting in the payment to such holders of an aggregate of $36,048,176. As of the Closing Date and following the completion of the Business Combination, the Combined Company had approximately 241,493,343 shares of Combined Company Common Stock issued and outstanding, consisting of approximately 9,409,633 shares of Combined Company Class A Common Stock and approximately 232,083,710 shares of Combined Company Class B Common Stock, and 103,475,240 shares of Combined Company Merger Preferred Stock issued and outstanding. In addition, as of the Closing Date, the Combined Company had 1,000,000 Combined Company Warrants issued and outstanding, each entitling the holder thereof to purchase one share of Combined Company Common Stock at an exercise price of $15.00 per share. FORM 10 INFORMATION Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as FGMC was immediately before the consummation of the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Combined Company is providing below the information that would be included in the Form 10 if it were to file a Form 10. Please note that the information provided below relates to the Combined Company following the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. Cautionary Note Regarding Forward-Looking Statements This document and the information incorporated by reference herein include “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding the Combined Company’s future financial performance, as well as its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The Combined Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Combined Company, incident to its business. These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Combined Company’s views as of any subsequent date, and the Combined Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, the Combined Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: ●the Combined Company’s limited operating history and history of losses, including the going concern qualification in BOXABL’s audited financial statements; ●the Combined Company’s ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the Combined Company to grow and manage growth profitably following the Closing Date; ●future capital needs and the ability to obtain additional financing on acceptable terms; ●the ability to maintain the listing of the Combined Company Class A Common Stock on Nasdaq following the Closing Date; ●the ability to successfully ramp production capacity and reduce per-unit production costs; ●risks relating to regulatory approvals for modular housing in additional states and jurisdictions; ●demand cyclicality and housing market conditions; ●supply chain disruptions, including reliance on key suppliers and the risk of supplier failure; ●reliance on senior management, including Paolo Tiramani and Galiano Tiramani; ●intellectual property protection and potential infringement claims; ●reliance on third-party builders, dealers, installers and franchisees; ●competition from traditional and modular construction companies; ●increased costs associated with being a public company; ●potential dilution from conversion of Merger Preferred Stock and other securities; ●conflicts of interest involving management and directors; ●controlled company status under Nasdaq rules; ●no third-party fairness opinion obtained in connection with the Business Combination; ●no minimum cash closing condition in the Merger Agreement; and ●other risks and uncertainties set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors.” Business and Facilities The information set forth in the section of the Proxy Statement/Prospectus entitled “Information About BOXABL” beginning on page 244 is incorporated herein by reference. Risk Factors The risks associated with the Combined Company’s business and operations following the Closing Date are described in the Proxy Statement/Prospectus in the section entitled “Risk Factors” beginning on page 65, which is incorporated herein by reference. Financial Information Audited Financial Statements The following historical audited financial statements and the related notes are incorporated herein by reference from the Proxy Statement/Prospectus and filed as exhibits hereto: ●Audited financial statements of FGMC as of and for the years ended December 31, 2025 and December 31, 2024, audited by Fruci & Associates II, PLLC. ●Audited financial statements of BOXABL as of and for the year ended December 31, 2025, audited by CBIZ CPAs P.C. ●Audited financial statements of BOXABL as of and for the year ended December 31, 2024, audited by Marcum LLP. The historical financial statements of FGMC and BOXABL and the related notes are included as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein. Unaudited Interim Financial Statements The unaudited interim consolidated financial statements of BOXABL as of and for the three months ended March 31, 2026 and March 31, 2025, including the consolidated balance sheet, consolidated statements of comprehensive loss, consolidated statements of cash flows, and related notes, are included as Exhibit 99.5 to this Current Report on Form 8-K and incorporated by reference herein. The unaudited interim financial statements of FGMC as of and for the three months ended March 31, 2026, and March 31, 2025, including the balance sheet, statements of operations, statements of cash flows, and related notes, are included as Exhibit 99.7 to this Current Report on Form 8-K and incorporated by reference herein. Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined financial information of FGMC and BOXABL as of March 31, 2026, for the three months ended March 31, 2026, and for the year ended December 31, 2025 is set forth in Exhibit 99.3 hereto and incorporated by reference herein. Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s discussion and analysis of the financial condition and results of operations of BOXABL prior to the Closing Date is included in the Proxy Statement/Prospectus, which is incorporated herein by reference. Management’s Discussion and Analysis of Financial Condition and Results of Operations of BOXABL for the year ended December 31, 2025 is included as Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference herein. Management’s Discussion and Analysis of Financial Condition and Results of Operations of BOXABL for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, is included as Exhibit 99.6 to this Current Report on Form 8-K and incorporated by reference herein. Management’s Discussion and Analysis of Financial Condition and Results of Operations of FGMC for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, is included as Exhibit 99.8 to this Current Report on Form 8-K and incorporated by reference herein. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information regarding the beneficial ownership of the Combined Company common stock as of the Closing Date by: ●each person who is known to be the beneficial owner of more than 5% of the Combined Company common stock; ●each executive officer and director of the Combined Company; and ●all executive officers and directors of the Combined Company as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, rights and convertible securities that are currently exercisable or exercisable within 60 days. The beneficial ownership of Combined Company Common Stock is based on 241,493,343 shares of Combined Company Common Stock issued and outstanding immediately following the Closing Date. Name of Beneficial Owner(1) Number of Shares % of Common Stock Directors and Executive Officers Paolo Tiramani(3) 172,470,048 (2) 71.42% Galiano Tiramani(4) 60,052,681 (2) 24.87% Martin Noe Costas — — Morris A. Davis — — Zvi Yemini — — Larry G. Swets, Jr. 200,000 * All executive officers and directors as a group (6 persons) 232,722,729 96.37% (1) Unless otherwise noted, the business address of each of the following entities and individuals is 5345 E. N. Belt Road, North Las Vegas, Nevada 89115. (2) Represents shares of Combined Company Class B Common Stock, par value $0.0001 per share. Each share of Class B Common Stock is entitled to ten (10) votes per share on all matters on which stockholders are generally entitled to vote. Holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to a vote of stockholders. Each share of Class B Common Stock is convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder at any time. Shares of Class B Common Stock may be issued only to, and registered in the name of, Paolo Tiramani, Galiano Tiramani and their respective permitted transferees. Immediately prior to any transfer of shares of Class B Common Stock to a person other than a permitted transferee, each share of Class B Common Stock so transferred shall automatically convert into one (1) share of Class A Common Stock. (3) Includes 838,101 shares held directly, 84,767,646 shares held by the Paolo Tiramani 2020 Family Gift Trust, and 86,864,301 shares held by the Austin Powers Trust, each of which are shares of Combined Company Class B Common Stock. (4) Includes 389,629 shares held directly, 30,998,869 shares held by the Galiano Tiramani 2020 Family Gift Trust, and 28,225,164 shares held by the Shontor Asset Protection Trust, each of which are shares of Combined Company Class B Common Stock. Also includes 439,019 shares issuable upon the exercise or vesting of outstanding options or other rights to acquire Combined Company Common Stock held by Mr. Tiramani’s spouse that are exercisable within 60 days. Information about Directors and Executive Officers Read More

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