What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-07-25 · 54 added, 27 removed, 179 unchanged (31% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” or refer to FG Merger II Corp.

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” or “FGMC” or refer to FG Merger II Corp.

References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to FG Merger Investors II LLC.

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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 search of a Business Combination.

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

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The Company has selected December 31 as its fiscal year end.

Recent Developments

Our registration statement was declared effective on January 28, 2025.

On January 30, 2025, we consummated our IPO of 8,000,000 units at $10.00 per unit (the “Units”).

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We 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 we do 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.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date.

Our only activities through June 30, 2025 were organizational activities, including those necessary to prepare for the IPO and identifying and working with the target company for a Business Combination.

Our only activities through September 30, 2025 were organizational activities, including those necessary to prepare for the IPO and identifying and working with the target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business Combination.

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We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the three months ended June 30, 2025, the Company reported net income of $582,035, which consists of $842,499 in investment income earned in Trust Account, offset by $83,539 in general and administrative expenses and $176,925 income tax expense.

For the six months ended June 30, 2025, the Company reported net income of $897,385, which consists of $1,402,254 in investment income earned in Trust Account, offset by $210,395 in general and administrative expenses and $294,474 income tax expense.

For the three months ended June 30, 2024, the Company reported a net loss of $885, which consists of general and administrative expenses.

For the six months ended June 30, 2024, the Company reported a net loss of $2,182, which consists of general and administrative expenses.

For the three months ended September 30, 2025, the Company reported net income of $77,269, which consists of $847,927 in investment income earned in Trust Account, offset by $592,583 in general and administrative expenses which primarily include $425,000 expense paid towards the Business Combination.

The other offsetting expense was estimated $178,065 in income tax expense on income earned in the Trust Account.

For the nine months ended September 30, 2025, the Company reported net income of $974,654, which consists of $2,250181 in investment income earned in Trust Account, offset by $802,988 in general and administrative expenses which primarily include $425,000 expense paid towards the Business Combination.

The other offsetting expense was estimated $472,539 in income tax expense on income earned in the Trust Account.

For the three months ended September 30, 2024, the Company reported a net loss of $23,403, which consists of general and administrative expenses.

For the nine months ended September 30, 2024, the Company reported a net loss of $25,584, which consists of general and administrative expenses.

Liquidity and Capital Resources

As of June 30, 2025, we held a cash balance of $517,813.

As of September 30, 2025, we held a cash balance of $578,786.

Prior to the IPO, our liquidity needs were satisfied through the $25,000 proceeds received from the Sponsor for purchase of Founder Shares (as defined below), as well as $125,000 loan from Sponsor under a promissory note (“Promissory Notes”).

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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 balance outstanding 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 balance outstanding under the promissory note.

On January 30, 2025, we consummate our IPO of 8,000,000 Units.

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Pursuant to the Investment Management Trust Agreement between the Company and Continental Stock Transfer and Trust (“Trustee”) signed at IPO closing, we are allowed to withdraw up to $1,000,000 annually for working capital need from the investment income earned in the Trust Account.

On May 14, 2025, Company signed a side letter the Underwriter pursuant to which Company agreed to restricted the withdrawal of interest from the Trust Account for working capital needs to $1,200,000 in total.As of June, 2025, we have withdrawn $573,671 from the Trust Account.

As of September 30, 2025, we have withdrawn $1,200,000 from the Trust Account.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”).

As of June 30, 2025, there were no Working Capital Loans under this arrangement.

As of September 30, 2025, there were no Working Capital Loans under this arrangement.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

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Off-Balance Sheet Arrangement

We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.

Contractual Obligations

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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.

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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.

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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

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

As of June 30, 2025, we have paid $90,000 to the Sponsor.

As of September 30, 2025, we have paid $135,000 to the Sponsor.

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

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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.

Deferred offering costs

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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 the Trust Account 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 the Trust Account for working capital purposes.

Common stock subject to possible redemption

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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.

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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.

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

As of June 30, 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

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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.

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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 2. Management’s Discussion and Analysis