What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-14 compared with 2025-11-05 · 74 added, 72 removed, 302 unchanged (33% of the section changed)

2 unchanged sentences

Balance Sheet

September 30,

Current assets

Prepaid expense

Deferred offering cost

Total current assets

3 unchanged sentences

Accounts payable

Accrued offering cost

Tax liability

Promissory note

TOTAL LIABILITIES

16 unchanged sentences

Statement of Operations

September 30,

Operating expenses:

3 unchanged sentences

Investment income on trust account

Total other income

Income tax expense

Total other income

Net income (loss)

3 unchanged sentences

Diluted income per share, redeemable shares

Weighted average non-redeemable common shares outstanding basic

Basic loss per non-redeemable share

Weighted average non-redeemable common shares outstanding diluted

Basic and diluted loss per non-redeemable share

Weighted average non-redeemable common shares outstanding basic and diluted

Baisc and diluted loss per non-redeemable share

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

3 unchanged sentences

Balance at December 31, 2024 (audited)

Issuance of additional founder shares

Balance at September 30, 2024

Balance at December 31, 2024 (audited)

Sale of 8,000,000 units at $ 10 per unit in IPO

13 unchanged sentences

Accretion of common shares subject to possible redemption

Balance at June 30, 2025

( 1,008,412 )

( 1,039,068 )

Balance at December 31, 2025 (audited)

Accretion of common shares subject to possible redemption

Balance at September 30, 2025

Balance at March 31, 2026

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

25 unchanged sentences

Supplemental disclosure for non-cash financing activities:

Income tax and interest paid

Offering cost

( 1,481,032 )

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

1 unchanged sentence

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2025 (UNAUDITED)

March 31, 2026 (UNAUDITED)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

FG Merger II Corp.

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

(the “Company”) 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 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.

As of March 31, 2026, the Company had not yet commenced any operations.

All activity through March 31, 2026 relates to the Company’s formation and the initial public offering (“IPO”), which is described below.

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 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.

The Company have 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 $ 1,000,000 annually) 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.

There will be no redemption rights or liquidation distribution with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination period.

18 unchanged sentences

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.

On April 6, 2026, Company entered into an amendment (the “Second Amendment ”) to the Merger Agreement with BOXABL.

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

Termination Provisions

1 unchanged sentence

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.

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.

20 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 September 30, 2025.

The Company did not have any cash equivalents as of March 31, 2026.

Marketable securities held in trust account

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.

At March 31, 2026, substantially all of the assets held in the Trust Account were invested in a money market fund focused on U.S Treasury obligation.

Deferred offering costs

1 unchanged sentence

Offering cost amounting to 1,481,031 (including $ 750,000 of underwriting fee and $ 250,000 of advisor fee) were charged to shareholders’ equity upon the completion of the IPO.

Warrant and Right Instruments

The Company accounts for the Public Rights issued in connection with the IPO, the Private Unit Rights and the $ 15 Private Warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”.

Under ASC 815-40, Public Rights and the Private Unit Rights and $ 15 Private Warrants meet the criteria for equity treatment and as such will be recorded in shareholders’ equity.

If the Public Rights, Private Unit Rights and $ 15 Private Warrant no longer meet the criteria for equity treatment, they will record as a liability and remeasured each period with changes recorded in the statement of operations.

Common stock subject to possible redemption

3 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 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.

Accordingly, at March 31, 2026, 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.

Such changes are reflected in additional paid-in-capital and retained or accumulated deficit if additional paid in capital account equals zero.

Such changes are reflected in additional paid-in-capital.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

4 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 September 30, 2025 and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of March 31, 2026 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 September 30, 2025, the Company has estimated $ 472,539 in income tax expense on the income earned in the Trust Account.

As of March 31, 2026, the Company has estimated $ 161,164 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 September 30, 2025, was allocated to redeemable and non-redeemable common shares.

Net income from IPO till March 31, 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.

The following table reflects the calculation of basic and diluted net income(loss) per share of common stock (in dollars, except per share amounts):

Net loss from January 1, 2025, to IPO date

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

Net loss from January 1, 2026, to March 31, 2026

For the three months ended March 31, 2026

Non- Redeemable

3 unchanged sentences

Accretion allocated based on ownership percentage

( 2,589,346 )

( 3,331,231 )

Accretion applicable to the redeemable class

2 unchanged sentences

Earnings (loss) per ordinary share - Basic

For the nine months ended September 30, 2025

For the three months ended March 31, 2026

Non- Redeemable

3 unchanged sentences

Accretion allocated based on ownership percentage

( 2,631,658 )

( 3,331,213 )

Accretion applicable to the redeemable class

2 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 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

Net loss from January 1, 2025, to IPO date

Net income from IPO date to March 31, 2025

Total income from January 1, 2025, to March 31, 2025

For the three months ended March 31, 2025

Non- Redeemable

3 unchanged sentences

Accretion allocated based on ownership percentage

( 2,011,504 )

( 2,578,852 )

Accretion applicable to the redeemable class

2 unchanged sentences

Earnings (loss) per ordinary share - Basic

For the three months ended September 30, 2025

For the three months ended March 31, 2025

Non- Redeemable

3 unchanged sentences

Accretion allocated based on ownership percentage

( 2,037,293 )

( 2,578,852 )

Accretion applicable to the redeemable class

14 unchanged sentences

Operating Segments

The Company operates as one operating segment.

Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer and Chief Financial Officer in deciding how to allocate resources and assess performance.

The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources.

The Company is not organized by market and is managed and operated as one business.

A single management team that reports to the CODM comprehensively manages the entire business.

Accordingly, the Company does not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable segments.

Since the Company operates in one operating segment, all required financial segment information can be found in the financial statement.

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer and the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss.

The measure of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

March 31, 2026

March 31, 2025

General and administrative expenses

Interest earned in the Trust Account

The CODM reviews interest earned on the Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

Recently issued accounting standard

3 unchanged sentences

The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted.

The Company adopted this guidance as of January 31, 2025.

The Company adopted this guidance for the year ended 2025.

The adoption resulted in disclosure changes only.

In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, which requires enhanced disclosures related to the effective tax rate reconciliation and income taxes paid.

The guidance is intended to improve transparency regarding the nature and magnitude of factors contributing to differences between the statutory tax rate and the effective tax rate, as well as cash taxes paid by jurisdiction.

The Company adopted this standard effective January 1, 2025 on a prospective basis.

The adoption did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows, as the amendments are disclosure-only in nature.

Prior-period amounts have been recast to conform to the current-period presentation, where applicable.

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

INITIAL PUBLIC OFFERING

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

As of March 31, 2026, 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.

1 unchanged sentence

On October 6, 2023, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 150,000 .

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

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

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

As of March 31, 2025, $ 125,000 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 September 30, 2025, there was no outstanding balance under the promissory note.

As of March 31, 2026, there was no outstanding balance due 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 September 30, 2025, the Company has paid $ 135,000 to Sponsor.

As of March 31, 2026, the Company has paid $ 45,000 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 September 30, 2025, there were 2,295,800 common shares outstanding, excluding 8,000,000 shares subject to possible redemption.

On March 31, 2026, 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 September 30, 2025, the Company had 829,580 total rights including 800,000 Public Rights outstanding at the close of the IPO.

On March 31, 2026, 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 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.

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

On April 1, 2026, the Company withdrew $ 147,2444 from the income earned in the Trust Account to pay the tax liability.

On April 6, 2026, Company entered into an amendment (the “Second Amendment ”) to the Merger Agreement with BOXABL.

Pursuant to the Second Amendment, the parties to the Merger Agreement agreed to extend the Agreement End Date for the Merger Agreement from March 31, 2026, to July 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