What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-07-25 · 73 added, 35 removed, 301 unchanged (26% of the section changed)

2 unchanged sentences

Balance Sheet

September 30,

Current assets

27 unchanged sentences

Statement of Operations

September 30,

Operating expenses:

19 unchanged sentences

Balance at December 31, 2023 (audited)

Balance at June 30, 2024

Issuance of additional founder shares

Balance at September 30, 2024

Balance at December 31, 2024 (audited)

15 unchanged sentences

Balance at June 30, 2025

Accretion of common shares subject to possible redemption

Balance at September 30, 2025

The accompanying notes are an integral part of the financial statements.

1 unchanged sentence

Statement of Cash Flows

September 30,

Cash flows from operating activities

2 unchanged sentences

Changes in operating assets and liabilities:

Accured offering cost

Accrued offering cost

Accounts payable

19 unchanged sentences

Cash at end of period

Supplemental disclosure for non-cash financing activities:

Income tax and interest paid

The accompanying notes are an integral part of the financial statements.

1 unchanged sentence

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2025 (UNAUDITED)

September 30, 2025 (UNAUDITED)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

FG Merger II Corp.

(the “Company”) is a blank check company incorporated in Nevada on September 20, 2023.

(the “Company” or “FGMC”) is a blank check company incorporated in Nevada on September 20, 2023.

The Company was formed for the purpose of merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”).

1 unchanged sentence

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2025, the Company had not yet commenced any operations.

All activity through June 30, 2025 relates to the Company’s formation and the initial public offering (“IPO”), which is described below.

As of September 30, 2025, the Company had not yet commenced any operations.

All activity through September 30, 2025 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and the search of Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

28 unchanged sentences

However, the Initial Stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if the Company fails to complete its Business Combination.

The Company have until 24 months from the closing of the IPO to complete a Business Combination.

The Company has until 24 months from the closing of the IPO to complete a Business Combination.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of funds withdrawn for working capital purposes (not to exceed $ 1,200,000 in aggregate) and taxes payable and less interest to pay dissolution expenses up to $ 100,000 ), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

3 unchanged sentences

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Merger Agreement

On August 4, 2025, FGMC, Boxable Inc.

(“Target” or “BOXABLE”) and FG Merger Sub II Inc., a Nevada corporation and wholly-owned subsidiary of FGMC (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”).

The Merger Agreement provides for a two-step merger transaction (the “Mergers”) in which, first, Merger Sub will merge with and into BOXABL (the “First Merger”), with BOXABL surviving as a wholly-owned subsidiary of FGMC, and, immediately thereafter, BOXABL (as the surviving company in the First Merger) will merge with and into FGMC (the “Second Merger”), with Company continuing as the surviving public company (the “Combined Company”).

By virtue of the consummation of the Mergers, the Combined Company will change its name to BOXABL Inc.

The Boards of Directors of BOXABL, Company, and Merger Sub have unanimously approved the Merger Agreement and the transactions contemplated thereby.

Consideration

The aggregate merger consideration to be received by BOXABL stockholders is equal to a combination of preferred and common shares of FGMC that equals a total of $ 3,500,000,000 , each at a deemed value of $ 10 per share.

There is no minimum cash required to close the Merger.

Closing Conditions

The closing of the Mergers is subject to customary closing conditions, including, among others, approval of the transaction by the stockholders of BOXABL and FGMC, effectiveness of a registration statement on Form S-4 to be filed by the Company with the SEC in connection with the transaction, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, approval for listing of the Combined Company Common Stock on Nasdaq or NYSE, absence of any law or order prohibiting the consummation of the transaction, and other conditions as set forth in the Merger Agreement.

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned at any time prior to the closing under certain specified circumstances.

Either BOXABL or FGMC may terminate the agreement by written notice if the closing has not occurred on or before December 31, 2025 (the “Agreement End Date”), provided that the right to terminate on this basis is not available to any party whose breach of the agreement has proximately caused the failure of the closing to occur by such date.

Termination is also permitted by mutual written consent of the parties, or by either party if a governmental authority enacts a law or order that makes consummation of the transactions illegal or otherwise prohibits the transaction, so long as the terminating party or its subsidiaries did not cause such prohibition by their own breach.

On November 3, 2025, Company entered into an amendment (the “Amendment”) to the Merger Agreement with Boxable.

Pursuant to the Amendment, the parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from December 31, 2025, to March 31, 2026.

Termination Provisions

Additional termination rights include the ability for either party to terminate if the required stockholder approvals from either BOXABL or FGMC are not obtained at their respective stockholder meetings, unless the failure to obtain such approval is due to the action or inaction of the party seeking termination.

The agreement may also be terminated by one party if the other party has committed a material breach of its representations, warranties, or covenants that would prevent the satisfaction of closing conditions, subject to a cure period of up to thirty (30) days (or any shorter period remaining before the Agreement End Date) after notice of such breach.

Upon termination, the agreement becomes void and has no further effect, except for certain provisions that expressly survive, and subject to liability for

any willful and material breach or actual fraud occurring prior to termination.

Each party is responsible for its own fees and expenses incurred in connection with the agreement and the contemplated transactions, except as otherwise provided.

Certain Related Agreements

In connection with the execution of the Merger Agreement, the sponsor of FGMC, entered into a support agreement pursuant to which it agreed to vote its shares of FGMC in favor of the transaction and take certain other actions in support of the Mergers (the “ Sponsor Support Agreement ”).

Certain stockholders of the BOXABLE entered into a support agreement pursuant to which they agreed to vote their shares of BOAXABLE in favor of the transaction and take certain other actions in support of the Mergers (the “ BOXABLE Support Agreement ”).

At closing, BOXABLE and FGMC will enter into lock-up agreements with certain BOXABLE stockholders (the “ BOXABLE Lock-Up Agreements ”) and with the sponsor (the “ Sponsor Lock-Up Agreement ”), restricting the transfer of certain shares for specified periods following the closing.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

15 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of June 30, 2025.

The Company did not have any cash equivalents as of September 30, 2025.

Marketable securities held in trust account

At June 30, 2025, substantially all of the assets held in the Trust Account were invested in a money market fund focused on U.S Treasury obligation.

During the three months ended June 30, 2025, the Company withdrew 311,736 of the interest income in the Trust Account for working capital purposes.

During the six months ended June 30, 2025, the Company withdrew 573,671 of the interest income in total for working capital purposes.

At September 30, 2025, substantially all of the assets held in the Trust Account were invested in a money market fund focused on U.S Treasury obligation.

During the three months ended September 30, 2025, the Company withdrew 626,329 of the interest income in the Trust Account for working capital purposes.

During the nine months ended September 30, 2025, the Company withdrew $ 1,200,000 of the interest income in total for working capital purposes.

Deferred offering costs

Deferred offering costs consist of legal, underwriter expenses and accounting expense incurred through the balance sheet date that are directly related to the IPO and that are charged to stockholders equity upon the completion of the IPO.

Offering cost amounting to 1,481,032 (including $ 750,000 of underwriting fee and $ 250,000 of advisor fee) were charged to shareholders’ equity upon the completion of the IPO.

4 unchanged sentences

The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at June 30, 2025, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

Accordingly, at September 30, 2025, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value using the “at redemption value” method and accordingly recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

6 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits as of June 30, 2025 and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of September 30, 2025 and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

1 unchanged sentence

The company’s year-end is December 31 and no statutory tax deadline has yet occurred.

As of June, 2025, the Company has estimated $ 294,474 in income tax expense on the income earned in the Trust Account.

As of September 30, 2025, the Company has estimated $ 472,539 in income tax expense on the income earned in the Trust Account.

Reconciliation of Net Income (Loss) per Common Share

5 unchanged sentences

Net loss for the period from January 1, 2025 to IPO was allocated fully to the non-redeemable common shares.

Net income from IPO till June 30, 2025, was allocated to redeemable and non-redeemable common shares.

Net income from IPO till September 30, 2025, was allocated to redeemable and non-redeemable common shares.

Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of common share outstanding for the potentially dilutive impact of outstanding warrants.

1 unchanged sentence

Net loss from January 1, 2025, to IPO date

Net income from IPO date to June 30, 2025

Total income from January 1, 2025, to June 30, 2025

For the six months ended June 30, 2025

Net income from IPO date to September 30, 2025

Total income from January 1, 2025, to September 30, 2025

For the nine months ended September 30, 2025

Non- Redeemable

9 unchanged sentences

Earnings (loss) per ordinary share - Basic

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

Non- Redeemable

9 unchanged sentences

Earnings (loss) per ordinary share - Diluted

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts) for the three months ended June 30, 2025:

Net income from April 1, 2025, to June 30, 2025

Total income from April 1, 2025, to June 30, 2025

For the three months ended June 30, 2025

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts) for the three months ended September 30, 2025:

Net income from July 1, 2025, to September 30, 2025

Total income from July 1, 2025, to September 30, 2025

For the three months ended September 30, 2025

Non- Redeemable

7 unchanged sentences

Earnings (loss) per ordinary share - Basic

For the three months ended June 30, 2025

For the three months ended September 30, 2025

Non- Redeemable

45 unchanged sentences

On February 5, 2025, the underwriters elected to terminate their over-allotment option to purchase 1,200,000 IPO Units resulting in Sponsor to forfeit 300,000 Founder Shares.

As of June 30, 2025, there were 2,000,000 Founder Shares outstanding.

As of September 30, 2025, there were 2,000,000 Founder Shares outstanding.

The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50 % of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after a Business Combination, with respect to the remaining 50 % of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Public Shares for cash, securities or other property.

2 unchanged sentences

The Company drew $ 125,000 under the promissory note.

2025, the Company paid off the entire $ 125,000 balance.As of June 30, 2025, there was no balance outstanding under the Promissory Notes.

2025, the Company paid off the entire $ 125,000 balance.

As of September 30, 2025, there was no balance outstanding under the Promissory Notes.

The Promissory Notes are noninterest bearing and payable on the consummation of the IPO.

2 unchanged sentences

On March 5, 2025, the company paid $ 257,000 in principal and $ 4,935 in interest.

On April 1, 2025, the Company paid $ 160,000 in principal and $ 1,736 in interest As of June 30, 2025, there was no outstanding balance under the promissory note.

On April 1, 2025, the Company paid $ 160,000 in principal and $ 1,736 in interest As of September 30, 2025, there was no outstanding balance under the promissory note.

Administrative Services Agreement

The Company entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor will perform certain services for the Company for a monthly fee of $ 15,000 .

As of June 30, 2025, the Company has paid $ 90,000 to Sponsor.

As of September 30, 2025, the Company has paid $ 135,000 to Sponsor.

Both executive officers of the Company serve as the managers of the Sponsor at close of the IPO.

10 unchanged sentences

Additionally, the Underwriter has agreed to defer underwriting commissions equal to 3.5 % of the gross proceeds of the IPO ( subject to the Company’s right, to allocate up to 50 % of such fee to another financial institution in Company’s sole discretion) upon completion of the Business Combination.

The deferred underwriter commission amount will be $ 2,800,000 payable only upon completion of the Business Combination.

Financial Advisor

2 unchanged sentences

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock, par value $ 0.0001 .

On June 30, 2025, there were 2,295,800 common shares outstanding, excluding 8,000,000 shares subject to possible redemption.

On September 30, 2025, there were 2,295,800 common shares outstanding, excluding 8,000,000 shares subject to possible redemption.

Rights — Public Rights will entitle the holder to receive one -tenth common share per each Public Right.

On June 30, 2025, the Company had 829,580 total rights including 800,000 Public Rights outstanding at the close of the IPO.

On September 30, 2025, the Company had 829,580 total rights including 800,000 Public Rights outstanding at the close of the IPO.

Warrants — The $ 15 Private Warrants entitles the holder to purchase one common share at an exercise price of $ 15.00 per each share, is exercisable for a period of 10 years from the date of Business Combination, is non-redeemable, and may be exercised on a cashless basis.

6 unchanged sentences

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to July 24, 2025, the date that the financial statements were issued.

On July 21, 2025, Company submitted instruction to withdraw $ 626,329 from the income earned in the Trust Account for working capital purposes.

The company has withdrawn $ 1,200,000 in aggregate for working capital purposes.

This wasthe final withdrawal for working capital purpose.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 5, 2025, the date that the financial statements were issued.

On November 3, 2025, Company entered into an amendment (the “Amendment”) to the Merger Agreement with Boxable.

Pursuant to the Amendment, the parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from December 31, 2025, to March 31, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements